GRAHAM CORP 8-K

What Happened

• Graham Corporation (GHM) filed an 8‑K on June 5, 2026 reporting that on June 1, 2026 its Compensation Committee renewed the Fiscal 2027 long‑term incentive program and approved time‑vesting RSU and performance‑vesting PSU grants to named executive officers, and amended the Fiscal 2027 annual cash bonus program. Grants were made under the 2020 Equity Incentive Plan. Alan Smith retired effective April 1, 2026 and will not participate in the Fiscal 2027 incentive programs.

Key Details

• Executive equity grants (June 1, 2026): Matthew Malone (President & CEO) — 6,036 RSUs and 12,072 PSUs; Daniel J. Thoren (Executive Chairman) — 629 RSUs and 1,258 PSUs; Christopher J. Thome (CFO) — 1,408 RSUs and 2,816 PSUs. L-T Percentages used: Malone 200%, Thoren 50%, Thome 70%.
• Vesting and performance: RSUs vest one‑third on each of the first three anniversaries (service‑based). PSUs vest only at the 3‑year anniversary and are 50% tied to three‑year average ROIC change and 50% to three‑year cumulative revenue growth; no payout below threshold and recipient must be employed at vesting.
• Cash bonus targets (100% attainment): Thoren 50% of base salary, Malone 100% of base salary, Thome 70% of base salary; actual payout can be 0%–200% of target. Performance weightings: Adjusted EBITDA 40%, Bookings 20%, Safety 20% (based on consolidated TRIR with unit minimums), Personal goals 20%.
• Director awards: Each non‑employee director received 905 RSUs (calculated as $90,000 ÷ $99.41 closing share price on June 1, 2026).

Why It Matters

• These actions increase executive compensation commitments and align pay with multi‑year operational metrics (ROIC and revenue growth), which can affect reported compensation expense and future dilution if awards vest and shares are issued.
• Investors should note the specific targets and vesting schedules (three‑year performance periods) when assessing management incentives and potential impacts on earnings and share count over the next several fiscal years. The full plan documents are attached as exhibits to the 8‑K.