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, 2024

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 424 shares available for future grants pursuant to the 2020 Plan at March 31, 2024.

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
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
2022
Time Vested RSAs	22		54			—	76
Performance Vested RSAs		—		—	88		88

(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
2024		1,188		264
2023		785		173
2022		780		173

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


				Weighted
	Shares			Average		Weighted	Aggregate
	Under			Exercise		Average Remaining	Intrinsic
	Option			Price		Contractual Term	Value
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, 2024, there was $2,007 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 1.32 years.

The following table summarizes information about the Company's RSAs, RSUs, and PSUs granted during fiscal 2024, fiscal 2023 and fiscal 2022:


	Number of RSAs, RSUs and PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
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
Granted		157			10.95
Vested		(68	)		11.96
Forfeited		(25	)		15.29
Non-vested at March 31, 2024		369			11.05	$	10,083

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
2024		—		50		91		20
2023		29		17		21		5
2022		18		—		29		7