UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2024 Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives. On May 17, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Graham Corporation (the “Company”) renewed and amended its Annual Long-Term Incentive Award Plan for Senior Executives (the “LTI Bonus Program”) for the fiscal year ending March 31, 2024 (“Fiscal 2024”) and approved grants of time-vesting restricted stock units (“RSUs”) and performance-vesting restricted stock units (“PSUs”) thereunder in the amounts set forth below to the Company’s named executive officers. All grants were made under the 2020 Graham Corporation Equity Incentive Plan (the “Plan”).
The RSUs granted to the Company’s named executive officers vest one-third on each of the first three anniversaries of the date of grant subject to continued employment through the vesting date.
Awards of PSUs vest based upon the Company’s three-year cumulative EBITDA metric (the “3-Year Cumulative EBITDA Metric”) with linear interpolation applied between points and no payout if the results are below threshold.
The number of shares of RSUs and PSUs awarded to the Company’s named executive officers under the LTI Bonus Program were determined using a Long-Term Incentive Percentage (the “L-T Percentage”) for each such officer. On May 17, 2023, the Compensation Committee set the L-T Percentage for each of the Company’s named executive officers as follows: Daniel J. Thoren – 100%; Christopher J. Thome – 50%; and Matthew Malone – 50%. The number of RSUs awarded was determined by multiplying 50% of each named executive officer’s base salary in effect on the date of grant by such officer’s L-T Percentage, and then dividing the product by the closing price of the Company’s common stock on the NYSE on the date of grant. The number of PSUs was determined by multiplying 50% of each named executive officer’s base salary in effect on the date of grant by such officer’s L-T Percentage, and then dividing the product by the closing price of the Company’s common stock on the NYSE on the date of grant.
| Named Executive Officer |
Number of RSUs Granted |
Number of PSUs Granted(1) | ||
| Daniel J. Thoren President and Chief Executive Officer |
18,265 | 36,530 | ||
| Christopher J. Thome Vice President – Finance, Chief Financial Officer and Chief Accounting Officer |
7,123 | 14,246 | ||
| Matthew Malone Vice President and General Manager – Barber-Nichols |
7,123 | 14,246 |
| (1) | Represents the maximum number of PSUs that may be earned if the maximum level of performance is achieved. |
Fiscal 2024 Annual Executive Cash Bonus Program. On May 17, 2023, the Compensation Committee renewed and amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for Fiscal 2024. On May 17, 2023, the Compensation Committee set target bonus levels under the Cash Bonus Program for Fiscal 2024 at 100% attainment of both Company and personal objectives, as follows: Daniel J. Thoren – 100% of base salary; Christopher J. Thome – 50% of base salary; and Matthew Malone – 50% of base salary. Each named executive officer will be eligible to receive anywhere from 0% to 200% of his target bonus level depending on the attainment of such objectives. A summary of the performance goal weightings for the Company’s named executive officers for Fiscal 2024 is as follows:
| Named Executive Officer |
Adjusted Net Income/Operating Income(1) |
Bookings(2) | Personal Goals | |||
| Daniel J. Thoren |
50% | 20% | 30% | |||
| Christopher J. Thome |
50% | 20% | 30% | |||
| Matthew Malone |
50% | 20% | 30% |
| (1) | For Messrs. Thoren and Thome net income includes consolidated net income and for Mr. Malone net income includes consolidated net income (15%) and divisional operating income (35%). |
| (2) | For Messrs. Thoren and Thome bookings include consolidated bookings and for Mr. Malone bookings include consolidated bookings (6%) and divisional bookings (14%). |
The foregoing descriptions of the LTI Bonus Program and the Cash Bonus Program in effect for Fiscal 2024 do not purport to be complete and are qualified in their entirety by the LTI Bonus Program and the Cash Bonus Program copies of which are attached to this Current Report on Form 8–K as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Graham Corporation Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives in effect for the fiscal year ending March 31, 2024. | |
| 99.2 | Graham Corporation Annual Executive Cash Bonus Program in effect for Company’s named executive officers for the fiscal year ending March 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Graham Corporation | ||||||
| Date: May 23, 2023 | By: | /s/ Christopher J. Thome | ||||
| Christopher J. Thome | ||||||
| Vice President – Finance, Chief Financial Officer and Chief Accounting Officer | ||||||