Graham Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock Compensation Plans

Stock Compensation Plans

12 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Note 12 - Stock 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 shares remaining available 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, 13 shares of unvested restricted stock under the 2000 Plan remain subject to the terms of such plan until the time such awards expire or are exercised and such shares of restricted stock vest or are forfeited. There were 256 shares available for future grants pursuant to the 2020 Plan at March 31, 2023.

The following grants of restricted stock units ("RSUs"), performance stock units ("PSUs"), and restricted stock awards ("RSAs") were awarded:


	Vest 100% on First	Vest One-Third Per Year	Vest 100% on Third
	Anniversary (1)	Over Three-Year Term (1)	Anniversary (1)
		Officers and	Officers and	Total Shares
Year Ended March 31,	Directors	Key Employees	Key Employees	Awarded
2023
Time Vesting RSUs	37	56	33	126
Performance Vesting PSUs	0	0	112	112
2022
Time Vested RSAs	22	54	0	76
Performance Vested RSAs	0	0	88	88
2021
Time Vested RSAs	21	38	0	59
Performance Vested RSAs	0	0	54	54

(1) Subject to the terms of the applicable award.

Stock-based compensation cost and the related tax benefits were as follows:


	Stock-Based	Related
Year Ended March 31,	Compensation Cost	Tax Benefits
2023	785	173
2022	780	173
2021	817	193

The following table summarizes information about the Company's stock option awards during fiscal 2023, fiscal 2022 and fiscal 2021:


				Weighted
	Shares			Average		Weighted	Aggregate
	Under			Exercise		Average Remaining	Intrinsic
	Option			Price		Contractual Term	Value
Outstanding at March 31, 2020		37			18.92
Exercised		—
Outstanding at March 31, 2021		37			18.92
Exercised		—
Expired		(4	)		21.19
Outstanding at March 31, 2022		33			18.65
Exercised		—
Expired		(33	)		18.65
Outstanding at March 31, 2023		—

Vested or expected to vest at March 31, 2023		—

Exercisable at March 31, 2023		—

As of March 31, 2023, there was $2,345 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 1.76 years.

The following table summarizes information about the Company's RSAs, RSUs, and PSUs granted during fiscal 2023, fiscal 2022 and fiscal 2021:


	Number of RSAs, RSUs and PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
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
Granted		164			18.29
Vested		(58	)		18.15
Forfeited		(112	)		21.29
Non-vested at March 31, 2022		159			18.59
Granted		238			8.51
Vested		(35	)		8.14
Forfeited		(57	)		18.86
Non-vested at March 31, 2023		305			11.09	$	3,990

The Company has an Employee Stock Purchase Plan, as amended (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 400 shares of common stock may be purchased under the ESPP. In fiscal 2023, fiscal 2022 and fiscal 2021, 29, 18 and 21 shares, respectively, were issued from treasury stock to the ESPP for the offering periods in each of the fiscal years. In fiscal 2023, 17 shares were issued from common stock. During fiscal 2023, fiscal 2022 and fiscal 2021, the Company recognized stock-based compensation cost of $21, $29 and $47, respectively, related to the ESPP and $5, $7 and $11, respectively, of related tax benefits.