Graham Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock Compensation Plans

Stock Compensation Plans

12 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Note 13 - Stock Compensation Plans:

The 2020 Graham Corporation Equity Incentive Plan (the "2020 Plan") provides for the issuance of 722 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, including 112 shares that became available under the 2020 Plan from 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. There were 305 shares available for future grants pursuant to the 2020 Plan at March 31, 2025.

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
2025
Time Vesting RSUs	18		30			8	56
Performance Vesting PSUs		—		—	62		62
2024
Time Vesting RSUs	38		40			—	78
Performance Vesting PSUs		—		—	79		79
2023
Time Vesting RSUs	37		56		33		126
Performance Vesting PSUs		—		—	112		112

(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
2025		1,828		420
2024		1,188		264
2023		785		173

As of March 31, 2025, there was $3,148 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 1.64 years.

The following table summarizes information about the Company's RSUs and PSUs granted during fiscal 2025, fiscal 2024 and fiscal 2023:


	Number of RSUs and PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
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
Granted		157			10.95
Vested		(68	)		11.96
Forfeited		(25	)		15.29
Non-vested at March 31, 2024		369			11.05
Granted		118			25.75
Vested		(125	)		28.21
Non-vested at March 31, 2025		362			14.72	$	10,453

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 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. Issuance of shares, stock-based compensation cost and the related tax benefits were as follows:


	Issued from		Issued from		Stock-Based		Related
Year Ended March 31,	Treasury Shares		Common Stock		Compensation Cost		Tax Benefits
2025		—		34		129		30
2024		—		50		91		20
2023		29		17		21		5