Graham Corporation (NYSE:GHM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Graham Corporation (NYSE:GHM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(1) In the event a named executive officer’s employment terminates prior to the conclusion of a vesting for reasons other than death or disability, such officer’s right to receive any unvested time-vested restricted stock is forfeited.
(2) The number of shares that will vest following the conclusion of Fiscal 2021 is based upon the Company’s achievement of performance criteria. The number of shares set forth above assumes the maximum achievement of such performance criteria. If maximum achievement is not realized, any unearned shares will be forfeited back to the Company. Once the achievement of the performance measures are determined for Fiscal 2021, the actual number of shares to which each named executive officer is entitled will be adjusted accordingly.
(3) In the event a named executive officer’s employment terminates prior to the conclusion of Fiscal 2021 for reasons other than death or disability, such officer’s right to receive the performance-vested restricted stock shall be forfeited.
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Annual Stock-Based Grant to Non-Employee Directors. Also on May30, 2018, the Compensation Committee approved the grant of time-vested restricted stock under the Plan in the amounts set forth below to the Company’s non-employee Directors.

Director

NumberofSharesofTime-VestedRestricted Stock

Awarded

James Barber

Alan Fortier

James Malvaso

Gerard Mazurkiewicz

Jonathan Painter

Lisa Schnorr

The Restricted Stock Bonus Program in effect for Fiscal 2019 is attached to this Current Report on Form 8–K as Exhibit 99.1 and the above summary of the Restricted Stock Bonus Program is qualified in its entirety by reference to such Exhibit.

Fiscal 2019 Annual Executive Cash Bonus Program. On May30, 2018, the Compensation Committee renewed and amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for Fiscal 2019. The objective of the Cash Bonus Program is to motivate the Company’s named executive officers to attain short-term objectives through an annual cash bonus related both to Company and personal performance. On May30, 2018, the Compensation Committee set target bonus levels under the Cash Bonus Program for Fiscal 2019 at 50% attainment of both Company and personal objectives, as follows: Mr.Lines — 70% of base salary; Mr.Glajch — 50% of base salary; Mr.Smith — 50% of base salary; and Ms.Condame — 35% of base salary. Each named executive officer will be eligible to receive anywhere from 0% to 200% of his or her target bonus level depending on the attainment of such objectives. A summary of the performance goal weightings for the Company’s named executive officers for Fiscal 2019 is as follows:

Named Executive Officer

Consolidated Net Income Consolidated Bookings Personal Goals

James R. Lines

% % %

Jeffrey Glajch

% % %

Alan E. Smith

% % %

Jennifer R. Condame

% % %

The Cash Bonus Program in effect for Fiscal 2019 is attached to this Current Report on Form 8–K as Exhibit 99.2 and the above summary of the Cash Bonus Program is qualified in its entirety by reference to such Exhibit.

Fiscal 2018 Named Executive Officer Bonuses. On May30, 2018, the Compensation Committee approved the payment of cash bonuses to the Company’s named executive officers, as set forth below. Such bonuses were approved in accordance with the Company’s Annual Executive Cash Bonus Program in effect for the fiscal year ending March31, 2018 (“Fiscal 2018”) and were based on the Company’s achievement during Fiscal 2018 of net income and profitability of executable backlog as well as the achievement of personal objectives by each named executive officer during such year.

Named Executive Officer

TotalFiscal2018Bonus

James R. Lines

$ 127,890

Jeffrey Glajch

$ 56,726

Alan E. Smith

$ 79,537

Jennifer R. Condame

$ 37,817

Item 5.02. Financial Statements and Exhibits.


GRAHAM CORP Exhibit
EX-99.1 2 d598733dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 GRAHAM CORPORATION ANNUAL STOCK-BASED LONG-TERM INCENTIVE AWARD PLAN FOR SENIOR EXECUTIVES (As Amended and Restated Effective May 30,…
To view the full exhibit click here

About Graham Corporation (NYSE:GHM)

Graham Corporation designs, manufactures and sells critical equipment for the energy, defense and chemical/petrochemical industries. The Company designs and manufactures custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems. It is a nuclear code accredited fabrication and specialty machining company. It supplies components used inside reactor vessels and outside containment vessels of nuclear power facilities. Its equipment is found in applications, such as metal refining, pulp and paper processing, water heating, refrigeration, desalination, food processing, pharmaceutical, heating, ventilating and air conditioning. For the defense industry, its equipment is used in nuclear propulsion power systems for the United States Navy. The Company’s products are used in a range of industrial process applications in energy markets, including petroleum refining, defense, chemical and petrochemical processing, power generation/alternative energy and other.

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