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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2025 Annual Executive Cash Bonus Program. On June 17, 2024, Graham Corporation (the “Company”) amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for Fiscal 2025. The target bonus levels under the Cash Bonus Program at 100% attainment of both Company and personal objectives are 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 2025 is as follows:
| Adjusted EBITDA(1) |
Bookings(2) |
Personal Goals | ||
| 50% | 20% | 30% |
| (1) | For Messrs. Thoren and Thome Adjusted EBITDA includes consolidated Adjusted EBITDA and for Mr. Malone Adjusted EBITDA includes consolidated Adjusted EBITDA (15%) and divisional Adjusted EBITDA (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 Cash Bonus Program in effect for Fiscal 2025 does not purport to be complete and is qualified in its entirety by the Cash Bonus Program a copy of which is attached to this Current Report on Form 8–K as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| #10.1 | Graham Corporation Annual Executive Cash Bonus Program in effect for Company’s named executive officers for the fiscal year ending March 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| # | Management contract or compensatory plan. | |
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: June 20, 2024 | By: | /s/ Christopher J. Thome | ||||
| Christopher J. Thome | ||||||
| Vice President – Finance, Chief Financial Officer and Chief Accounting Officer | ||||||