Annual report pursuant to Section 13 and 15(d)

Equity Compensation Plans

v3.21.1
Equity Compensation Plans
12 Months Ended
Mar. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Compensation Plans

Note 13 - Equity Compensation Plans:

The 2020 Graham Corporation Equity Incentive Plan (the "2020 Plan") was approved by the Company’s stockholders at the Annual Meeting on August 11, 2020 and provides for the issuance of 422 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, restricted stock units and stock awards to officers, key employees and outside directors.  The shares available for issuance include 112 remaining available shares under the Company’s prior plan, the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value (the "2000 Plan").  As of August 11, 2020, the effective date of the 2020 Plan, no further awards will be granted under the 2000 Plan.  However, any previously outstanding award granted under the 2000 Plan remains subject to the terms of such plan until the time it is no longer outstanding.

In fiscal 2021, fiscal 2020 and fiscal 2019, 113, 83 and 53 shares, respectively, of restricted stock were awarded.  Restricted shares of 54, 40 and 27 granted to officers in fiscal 2021, fiscal 2020 and fiscal 2019, respectively, vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the applicable three-year period.  Restricted shares of 38, 28, and 20 granted to officers and key employees in fiscal 2021, fiscal 2020, and fiscal 2019 respectively, vest 33⅓% per year over a three-year term.  The restricted shares granted to directors of 21, 15 and 6 in fiscal 2021, fiscal 2020 and fiscal 2019, respectively, vest 100% on the first anniversary of the grant date.  The Company recognizes compensation cost over the period the shares vest.  Stock options may be granted at prices not less than the fair market value at the date of grant and expire no later than ten years after the date of grant.  No stock option awards were granted in fiscal 2021, fiscal 2020 and fiscal 2019.

During fiscal 2021, fiscal 2020, and fiscal 2019, the Company recognized $817, $945, and $1,069, respectively, of stock-based compensation cost related to stock option and restricted stock awards, and $193, $208 and $237, respectively, of related tax benefits.

The Company received cash proceeds from the exercise of stock options of $0, $24 and $307 in fiscal 2021, fiscal 2020 and fiscal 2019, respectively.

The following table summarizes information about the Company's stock option awards during fiscal 2021, fiscal 2020 and fiscal 2019:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Shares

 

 

Average

 

 

Weighted

 

Aggregate

 

 

 

Under

 

 

Exercise

 

 

Average Remaining

 

Intrinsic

 

 

 

Option

 

 

Price

 

 

Contractual Term

 

Value

 

Outstanding at April 1, 2018

 

 

69

 

 

 

20.26

 

 

 

 

 

 

 

Exercised

 

 

(19

)

 

 

15.89

 

 

 

 

 

 

 

Cancelled

 

 

(11

)

 

 

33.02

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

39

 

 

 

18.76

 

 

 

 

 

 

 

Exercised

 

 

(2

)

 

 

15.25

 

 

 

 

 

 

 

Outstanding at March 31, 2020

 

 

37

 

 

 

18.92

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2021

 

 

37

 

 

 

18.92

 

 

1.07 years

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested or expected to vest at March 31, 2021

 

 

37

 

 

 

18.92

 

 

1.07 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2021

 

 

37

 

 

 

18.92

 

 

1.07 years

 

 

 

 

The following table summarizes information about stock options outstanding at March 31, 2021:

 

Exercise Price

 

Options Outstanding

at March 31, 2021

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining

Contractual Life

(in years)

 

$18.65

 

 

33

 

 

$

18.65

 

 

 

1.17

 

$21.19

 

 

4

 

 

 

21.19

 

 

 

0.17

 

$18.65-21.19

 

 

37

 

 

 

18.92

 

 

 

1.07

 

 

 

The total intrinsic value of the stock options exercised during fiscal 2021, fiscal 2020 and fiscal 2019 was $0, $10 and $161, respectively.  As of March 31, 2021, there was $1,877 of total unrecognized stock-based compensation expense related to non-vested restricted stock.  The Company expects to recognize this expense over a weighted average period of 1.67 years.

The outstanding options expire between May 2021 and May 2022.  Options, stock awards and performance awards available for future grants were 453 at March 31, 2021.

The following table summarizes information about the Company's restricted stock awards during fiscal 2021, fiscal 2020 and fiscal 2019:

 

 

 

Restricted Stock

 

 

Weighted Average

Grant Date Fair Value

 

 

Aggregate

Intrinsic Value

 

Non-vested at April 1, 2018

 

 

126

 

 

 

22.02

 

 

 

 

 

Granted

 

 

53

 

 

 

30.08

 

 

 

 

 

Vested

 

 

(28

)

 

 

20.38

 

 

 

 

 

Forfeited

 

 

(2

)

 

 

22.83

 

 

 

 

 

Non-vested at March 31, 2019

 

 

149

 

 

 

25.19

 

 

 

 

 

Granted

 

 

83

 

 

 

22.95

 

 

 

 

 

Vested

 

 

(38

)

 

 

23.17

 

 

 

 

 

Forfeited

 

 

(45

)

 

 

22.52

 

 

 

 

 

Non-vested at March 31, 2020

 

 

149

 

 

 

25.26

 

 

 

 

 

Granted

 

 

113

 

 

 

16.39

 

 

 

 

 

Vested

 

 

(43

)

 

 

22.70

 

 

 

 

 

Forfeited

 

 

(54

)

 

 

23.09

 

 

 

 

 

Non-vested at March 31, 2021

 

 

165

 

 

 

20.56

 

 

$

8

 

 

    

The Company has an Employee Stock Purchase Plan (the "ESPP"), which allows eligible employees to purchase shares of the Company's common stock at a discount of up to 15% of its fair market value on the (1) last, (2) first or (3) lower of the last or first day of the six-month offering period.  A total of 200 shares of common stock may be purchased under the ESPP.  In fiscal 2021, fiscal 2020 and fiscal 2019, 21, 9 and 6 shares, respectively, were issued from treasury stock to the ESPP for the offering periods in each of the fiscal years.  During fiscal 2021, fiscal 2020 and fiscal 2019, the Company recognized stock-based compensation cost of $47, $30 and $0, respectively, related to the ESPP and $11, $7 and $0, respectively, of related tax benefits.