GRAHAM CORP 8-K

What Happened Graham Corporation (GHM) filed an 8‑K reporting that Executive Chairman Daniel J. Thoren resigned his board and Executive Chairman roles effective June 15, 2026 and has transitioned to an at‑will Strategic Advisor role through June 15, 2027. The company announced Jonathan W. Painter as Chairman of the Board in a press release dated June 17, 2026. The filing states Thoren’s decision was not due to any disagreement with the company on operations, policies, or practices.

Key Details

• Effective June 15, 2026, Thoren’s prior employment agreement was terminated and replaced by a transition and retirement agreement; he will be paid an annual base salary of $150,000 as Strategic Advisor through the Transition Period (to June 15, 2027).
• Alan E. Smith, former Vice President and General Manager of Graham Manufacturing, entered a similar transition and retirement agreement on June 15, 2026 and will serve as Strategic Advisor with the same $150,000 annual base salary and comparable terms.
• Both advisors will not be eligible for the company’s short‑term or long‑term incentive plans during the Transition Period, but their outstanding unvested performance RSUs (PSUs) and time‑vesting RSUs will continue to vest subject to award terms. If Thoren is terminated (other than for death, disability or cause) or resigns for certain breaches, unvested RSUs remain outstanding and vest through June 16, 2027 and PSUs will vest as if employed through June 16, 2027.

Why It Matters This filing documents a planned leadership transition at Graham with the outgoing Executive Chairman retained as an advisor, which supports continuity of institutional knowledge and strategic initiatives. Investors should note the board leadership change (Jonathan Painter named Chairman) and that the company preserved equity vesting for the departing executives—reducing the risk of sudden loss of experience while keeping incentive payouts limited during the transition. The filing also affirms the resignation was not due to a dispute with management.