Annual report pursuant to Section 13 and 15(d)

Stock Compensation Plans

v3.19.1
Stock Compensation Plans
12 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Compensation Plans

Note 13 - Stock Compensation Plans:

The Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value, as approved by the Company's stockholders at the Annual Meeting on July 28, 2016, provides for the issuance of up to 1,375 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, stock awards and performance awards to officers, key employees and outside directors; provided, however, that no more than 467 shares of common stock may be used for awards other than stock options.  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.

In fiscal 2019, fiscal 2018 and fiscal 2017, 53, 59 and 82 shares, respectively, of restricted stock were awarded.  Restricted shares of 27, 30 and 43 granted to officers in fiscal 2019, fiscal 2018 and fiscal 2017, 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 20, 22, and 31 granted to officers and key employees in fiscal 2019, fiscal 2018, and fiscal 2017 respectively, vest 33⅓% per year over a three-year term.  The restricted shares granted to directors of 6, 7 and 8 in fiscal 2019, fiscal 2018 and fiscal 2017, respectively, vest 100% on the first anniversary of the grant date.  The Company recognizes compensation cost over the period the shares vest.

During fiscal 2019, fiscal 2018, and fiscal 2017, the Company recognized $1,069, $577, and $621, respectively, of stock-based compensation cost related to stock option and restricted stock awards, and $237, $125 and $219, respectively, of related tax benefits.

The Company received cash proceeds from the exercise of stock options of $307, $0 and $137 in fiscal 2019, fiscal 2018 and fiscal 2017, respectively.  In fiscal 2019, fiscal 2018 and fiscal 2017, the Company recognized a $0, $0 and $(19), respectively, (decrease) increase in capital in excess of par value for the income tax (expense) benefit realized upon exercise of stock options and vesting of restricted shares in excess of the tax benefit amount recognized pertaining to the fair value of stock awards treated as compensation expense.

The following table summarizes information about the Company's stock option awards during fiscal 2019, fiscal 2018 and fiscal 2017:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Shares

 

 

Average

 

 

Weighted

 

Aggregate

 

 

 

Under

 

 

Exercise

 

 

Average Remaining

 

Intrinsic

 

 

 

Option

 

 

Price

 

 

Contractual Term

 

Value

 

Outstanding at April 1, 2016

 

 

83

 

 

$

19.03

 

 

 

 

 

 

 

Exercised

 

 

(13

)

 

 

11.45

 

 

 

 

 

 

 

Cancelled

 

 

(1

)

 

 

30.88

 

 

 

 

 

 

 

Outstanding at March 31, 2017

 

 

69

 

 

 

20.26

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2018

 

 

69

 

 

 

20.26

 

 

 

 

 

 

 

Exercised

 

 

(19

)

 

 

15.89

 

 

 

 

 

 

 

Cancelled

 

 

(11

)

 

 

33.02

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

39

 

 

 

18.76

 

 

2.99 years

 

$

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested or expected to vest at March 31, 2019

 

 

39

 

 

 

18.76

 

 

2.99 years

 

 

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2019

 

 

39

 

 

 

18.76

 

 

2.99 years

 

 

39

 

 

The following table summarizes information about stock options outstanding at March 31, 2019:

 

Exercise Price

 

Options Outstanding

at March 31, 2019

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining

Contractual Life

(in years)

 

$15.25

 

 

2

 

 

$

15.25

 

 

 

1.17

 

$18.65-21.19

 

 

37

 

 

 

18.92

 

 

 

3.07

 

$15.25-21.19

 

 

39

 

 

 

18.76

 

 

 

2.99

 

 

The total intrinsic value of the stock options exercised during fiscal 2019, fiscal 2018 and fiscal 2017 was $161, $0 and $113, respectively.  As of March 31, 2019, there was $2,329 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 1.42 years.

The outstanding options expire between May 2020 and May 2022.  Options, stock awards and performance awards available for future grants were 240 at March 31, 2019.

The following table summarizes information about the Company's restricted stock awards during fiscal 2019, fiscal 2018 and fiscal 2017:

 

 

 

Restricted Stock

 

 

Weighted Average

Grant Date Fair Value

 

 

Aggregate

Intrinsic Value

 

Non-vested at April 1, 2016

 

 

70

 

 

$

25.03

 

 

 

 

 

Granted

 

 

82

 

 

 

20.43

 

 

 

 

 

Vested

 

 

(17

)

 

 

24.27

 

 

 

 

 

Forfeited

 

 

(15

)

 

 

23.85

 

 

 

 

 

Non-vested at March 31, 2017

 

 

120

 

 

 

21.96

 

 

 

 

 

Granted

 

 

59

 

 

 

23.03

 

 

 

 

 

Vested

 

 

(25

)

 

 

20.44

 

 

 

 

 

Forfeited

 

 

(28

)

 

 

25.27

 

 

 

 

 

Non-vested at March 31, 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

 

 

$

35

 

 

    

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 2019, fiscal 2018 and fiscal 2017, 6, 7 and 15 shares, respectively, were issued from treasury stock to the ESPP for the offering periods in each of the fiscal years.  During fiscal 2019, fiscal 2018 and fiscal 2017, the Company recognized stock-based compensation cost of $0, $0 and $6, respectively, related to the ESPP and $0, $0 and $2, respectively, of related tax benefits.  The Company recognized no increase in capital in excess of par value for the income tax benefit realized from disqualifying dispositions in excess of the tax benefit amount recognized pertaining to the compensation expense recorded in each of fiscal 2019, fiscal 2018 and fiscal 2017, respectively.