• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    Graham Corporation filed SEC Form 8-K: Regulation FD Disclosure

    2/6/25 7:45:14 AM ET
    $GHM
    Industrial Machinery/Components
    Industrials
    Get the next $GHM alert in real time by email
    8-K
    GRAHAM CORP false 0000716314 0000716314 2025-02-05 2025-02-05

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported): February 5, 2025

     

     

    Graham Corporation

    (Exact name of Registrant as specified in its charter)

     

     

     

    Delaware   001-08462   16-1194720

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    20 Florence Avenue, Batavia, New York   14020
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (585) 343-2216

    N/A

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.10 per share   GHM   NYSE

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     


    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    Thoren Employment Agreement

    On February 5, 2025, Graham Corporation (the “Company”) and Daniel J. Thoren entered into an amended and restated employment agreement (the “Thoren Employment Agreement”) which amended and restated that certain amended and restated employment agreement dated August 31, 2021 between the Company and Mr. Thoren. Pursuant to the Thoren Employment Agreement, Mr. Thoren will continue to serve as Chief Executive Officer of the Company through the close of business on June 9, 2025 after which Mr. Thoren will transition to Executive Chairman effective as of June 10, 2025. The Thoren Employment Agreement shall have a term of one year and shall be automatically extended for one additional day for each day that the Thoren Employment Agreement is in effect.

    There will be no changes to Mr. Thoren’s compensation during the remainder of his service as Chief Executive Officer. Effective June 10, 2025, Mr. Thoren’s base salary as Executive Chairman will be equal to a rate of $250,000 per annum.

    In connection with Mr. Thoren’s appointment as the Company’s Executive Chairman, he will be eligible to receive a target bonus under the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for the fiscal year ending March 31, 2026 (“Fiscal 2026”) at 50 percent of Mr. Thoren’s earned Fiscal 2026 base salary.

    In addition, Mr. Thoren will be eligible to participate in the Company’s Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives (the “Restricted Stock Bonus Program”). The target amount of Mr. Thoren’s award under the Restricted Stock Bonus Program for the awards granted in the ordinary course during Fiscal 2026 will be 50 percent of Mr. Thoren’s base salary during his service as Executive Chairman. Mr. Thoren’s outstanding equity awards will continue to vest while he serves as Executive Chairman.

    The Thoren Employment Agreement provides that upon termination of Mr. Thoren’s employment by the Company without cause, or if Mr. Thoren resigns because of the Company’s material breach of the Thoren Employment Agreement, the Company will pay Mr. Thoren compensation due him through the date of termination, including any accrued bonus, and continue his base salary for 12 months following such termination. Upon his appointment as Executive Chairman, Mr. Thoren will cease to be eligible to receive additional compensation if his termination occurs in proximity of a change in control of the Company.

    Malone Employment Agreement

    Further, on February 5, 2025, the Company and Matthew Malone entered into an amended and restated employment agreement (the “Malone Employment Agreement”) which amended and restated that certain employment agreement dated as of June 1, 2021 between the Company and Mr. Malone. Pursuant to the Malone Employment Agreement, Mr. Malone will serve as President and Chief Operating Officer of the Company effective February 5, 2025 through the close of business on June 9, 2025 (the “COO Period”). Effective June 10, 2025, Mr. Malone shall be employed as the Company’s President and Chief Executive Officer (the “CEO Period”).


    The Malone Employment Agreement has a term of one year, subject to automatic renewal periods until the Malone Employment Agreement is terminated or Mr. Malone attains the age of 65. Mr. Malone’s initial annual base salary pursuant to the Malone Employment Agreement is $400,000 per year during the COO Period and $480,000 per year during the CEO Period.

    Under the Malone Employment Agreement, Mr. Malone is eligible to receive a target bonus under the Cash Bonus Program for the fiscal year ending March 31, 2025 (“Fiscal 2025”) of 50 percent of Mr. Malone’s base salary earned during Fiscal 2025 and Mr. Malone’s target bonus under the Cash Bonus Plan for Fiscal 2026 will be 100 percent of Mr. Malone’s salary earned during Fiscal 2026.

    Mr. Malone will be eligible to participate in the Barber-Nichols Amended and Restated Performance Bonus Agreement (the “BN Bonus”) at a pro-rated amount for Fiscal 2025. Mr. Malone will not be eligible to participate in the BN Bonus for Fiscal 2026.

    In addition, Mr. Malone will be eligible to participate in the Restricted Stock Bonus Program. The target amount of Mr. Malone’s award under the Restricted Stock Bonus Program for the awards granted in the ordinary course during Fiscal 2026 will be 125 percent of Mr. Malone’s base salary during the CEO Period.

    The Malone Employment Agreement provides that, upon termination of Mr. Malone’s employment by the Company without cause, or if Mr. Malone resigns because of the Company’s material breach of the Restated Employment Agreement, the Company will pay Mr. Malone’s compensation due him through the date of termination, including any accrued bonus, and continue his base salary for 12 months following such termination. The Malone Employment Agreement also provides that, if following a change in control of the Company, Mr. Malone’s employment is terminated by the Company without cause, or if Mr. Malone resigns in certain situations set forth in the Malone Employment Agreement, the Company will make a payment to Mr. Malone in an amount equal to 2.5 times the sum of (i) Mr. Malone’s annual salary rate in effect at the time of termination, and (ii) his target annual bonus at the time of his termination or resignation. If Mr. Malone’s employment with the Company is terminated for any reason, he will be subject to a 12-month covenant not to compete with the Company, not to interfere in certain of the Company’s business relationships, and not to disclose confidential information of the Company. The Malone Employment Agreement also contains customary releases, covenants, and confidentiality provisions.

    There are no family relationships between Mr. Malone and any of the Company’s directors or executive officers and there are no transactions reportable pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Mr. Malone.

    The foregoing descriptions of the Thoren Employment Agreement and the Malone Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the Thoren Employment Agreement and the Malone Employment Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.


    Item 7.01.

    Regulation FD Disclosure.

    A copy of the press release dated February 6, 2025 announcing the leadership succession plan is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

    The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit No.   

    Description

    10.1    Amended and Restated Employment Agreement, dated February 5, 2025, between Graham Corporation and Daniel J. Thoren.
    10.2    Amended and Restated Employment Agreement, dated February 5, 2025, between Graham Corporation and Matthew Malone.
    99.1    Press Release dated February 6, 2025 describing the Leadership Succession Plan.
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

     

          Graham Corporation
    Date: February 6, 2025     By:  

    /s/ Christopher J. Thome

          Christopher J. Thome
          Vice President – Finance, Chief Financial Officer and Chief Accounting Officer
    Get the next $GHM alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $GHM

    DatePrice TargetRatingAnalyst
    6/24/2024$35.00Outperform
    Noble Capital Markets
    2/8/2022$17.00 → $15.00Buy
    Maxim Group
    2/8/2022Buy → Neutral
    Colliers Securities
    More analyst ratings

    $GHM
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Noble Capital Markets initiated coverage on Graham with a new price target

      Noble Capital Markets initiated coverage of Graham with a rating of Outperform and set a new price target of $35.00

      6/24/24 8:32:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Maxim Group reiterated coverage on Graham with a new price target

      Maxim Group reiterated coverage of Graham with a rating of Buy and set a new price target of $15.00 from $17.00 previously

      2/8/22 8:57:34 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Graham downgraded by Colliers Securities

      Colliers Securities downgraded Graham from Buy to Neutral

      2/8/22 7:44:11 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials

    $GHM
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • President and CEO Thoren Daniel J. covered exercise/tax liability with 1,381 shares, decreasing direct ownership by 0.42% to 324,885 units (SEC Form 4)

      4 - GRAHAM CORP (0000716314) (Issuer)

      9/4/24 4:34:50 PM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • SEC Form 4 filed by Thoren Daniel J.

      4 - GRAHAM CORP (0000716314) (Issuer)

      6/6/24 4:35:24 PM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • SEC Form 4 filed by Malone Matthew

      4 - GRAHAM CORP (0000716314) (Issuer)

      6/6/24 4:34:46 PM ET
      $GHM
      Industrial Machinery/Components
      Industrials

    $GHM
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13G/A filed by Graham Corporation

      SC 13G/A - GRAHAM CORP (0000716314) (Subject)

      11/14/24 11:59:28 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Amendment: SEC Form SC 13G/A filed by Graham Corporation

      SC 13G/A - GRAHAM CORP (0000716314) (Subject)

      10/30/24 10:04:29 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • SEC Form SC 13G/A filed by Graham Corporation (Amendment)

      SC 13G/A - GRAHAM CORP (0000716314) (Subject)

      2/13/24 5:06:13 PM ET
      $GHM
      Industrial Machinery/Components
      Industrials

    $GHM
    Leadership Updates

    Live Leadership Updates

    See more
    • Graham Corporation Set To Join Russell 2000® and 3000® Indexes

      Graham Corporation (NYSE:GHM) ("GHM" or "the Company"), a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the defense, space, energy, and process industries, today announced it will be added to the Russell 2000® and Russell 3000® Indexes, effective after the close of financial markets on June 28, 2024. "The inclusion in the Russell Indexes marks another milestone for GHM, recognizing the meaningful progress we have made in executing our strategy to drive revenue growth and enhance profitability," commented Dan Thoren, President and Chief Executive Officer. "We believe that being part of the Russell indexes will increa

      6/28/24 8:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Graham Corporation Announces Retirement of Jeffrey F. Glajch, Chief Financial Officer

      Graham Corporation (NYSE:GHM), a global business that designs, manufactures and sells critical equipment for the defense/space, energy/new energy and chemical/petrochemical industries, today announced that Jeffrey F. Glajch, Chief Financial Officer, who has served as CFO for 13 years, plans to retire in the second calendar quarter of 2022 following the appointment of his successor. The Company has initiated a comprehensive external search to identify a successor for this role. Daniel J. Thoren, President and CEO, commented, "I have had the pleasure of working with Jeff the last six months at Graham and also for almost three years during the process of the Barber-Nichols ("BN") acquisition.

      11/29/21 4:15:00 PM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Graham Corporation Appoints Daniel J. Thoren as President and Chief Executive Officer

      After 37 years of service, James R. Lines announces plans to retire Graham Corporation (NYSE:GHM), a global business that designs, manufactures and sells critical equipment for the defense, energy and chemical/petrochemical industries, today announced that its Board of Directors has appointed Daniel J. Thoren as its President and Chief Executive Officer, effective September 1, 2021. Mr. Thoren will also join the Board of Directors upon assuming the new role. Mr. Thoren currently serves as Graham's President and Chief Operating Officer. He will succeed James R. Lines, who plans to retire from the Company and step down from the Board of Directors. James J. Malvaso, Graham's Board Chairman,

      8/10/21 6:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials

    $GHM
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Graham Corporation Announces Strategic Investment by Customer to Enhance Production Capabilities in Batavia

      Graham Corporation (NYSE:GHM) ("GHM" or "the Company"), a global leader in the design and manufacture of mission critical fluid, power, heat transfer, and vacuum technologies for the defense, space, energy, and process industries, today announced a strategic investment to support the implementation of new Radiographic Testing ("RT") equipment at Graham's Batavia, New York facility. The investment of $2.2 million, from one of GHM's customers, will enhance the Company's capabilities in evaluating critical welds in support of the Columbia and Virginia class submarine programs. As part of the investment, Graham will also contribute $1.4 million for a total project cost of $3.6 million. Daniel

      5/1/25 8:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Gabelli Funds to Host Pump, Valve & Water Systems Symposium at the Harvard Club, New York City

      GREENWICH, Conn., Feb. 24, 2025 (GLOBE NEWSWIRE) -- Gabelli Funds is hosting its 35th annual Pump, Valve & Water Systems Symposium at the Harvard Club in New York City on Thursday, February 27, 2025. The symposium focuses on themes crucial to this industry, including infrastructure spending, resource security, conservation, and mergers and acquisitions (M&A). Attendees will have the opportunity to engage in one-on-one sessions with management, providing an opportunity to delve into the strategies and growth prospects of these companies. This symposium underscores the pivotal role of the pump, valve, and water systems industry in addressing global challenges. It highlights the sector's

      2/24/25 8:00:00 AM ET
      $AME
      $BMI
      $CR
      $EPAC
      Industrial Machinery/Components
      Industrials
      Metal Fabrications
      Technology
    • Graham Corporation Reports Third Quarter Fiscal 2025 Results

      Revenue increased 7.3% to $47.0 million driven by continued strength in key end-markets Gross profit margin improved 260 basis points to 24.8% of sales, net margin increased 300 basis points to 3.4% of sales, and adjusted EBITDA margin1 expanded 180 basis points to 8.6% of sales Net income per diluted share increased 600% to $0.14 in the third quarter; adjusted net income per diluted share1 increased 38% to $0.18 Orders of $24.8 million, driven by demand from defense, space, and aftermarket; YTD Book-to-Bill ratio of 1.0x and a backlog of $385 million2 Strong balance sheet with no debt, $30.0 million in cash, and access to $43 million under its revolving credit facility at quar

      2/7/25 6:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials

    $GHM
    SEC Filings

    See more
    • Amendment: SEC Form SCHEDULE 13G/A filed by Graham Corporation

      SCHEDULE 13G/A - GRAHAM CORP (0000716314) (Subject)

      4/30/25 10:59:34 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • SEC Form 10-Q filed by Graham Corporation

      10-Q - GRAHAM CORP (0000716314) (Filer)

      2/7/25 8:30:24 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • SEC Form 8-K filed by Graham Corporation

      8-K - GRAHAM CORP (0000716314) (Filer)

      2/7/25 6:45:27 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials

    $GHM
    Financials

    Live finance-specific insights

    See more
    • Graham Corporation Reports Third Quarter Fiscal 2025 Results

      Revenue increased 7.3% to $47.0 million driven by continued strength in key end-markets Gross profit margin improved 260 basis points to 24.8% of sales, net margin increased 300 basis points to 3.4% of sales, and adjusted EBITDA margin1 expanded 180 basis points to 8.6% of sales Net income per diluted share increased 600% to $0.14 in the third quarter; adjusted net income per diluted share1 increased 38% to $0.18 Orders of $24.8 million, driven by demand from defense, space, and aftermarket; YTD Book-to-Bill ratio of 1.0x and a backlog of $385 million2 Strong balance sheet with no debt, $30.0 million in cash, and access to $43 million under its revolving credit facility at quar

      2/7/25 6:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Graham Corporation Announces Transition to Strengthen Core Leadership Team and Support Continued Growth

      As part of its established succession plan, President & CEO, Daniel J. Thoren to transition to Executive Chairman and Strategic Advisor effective June 2025 Matthew J. Malone, current Vice President and General Manager for Graham subsidiary Barber-Nichols, appointed to President & COO effective February 2025; expected to assume CEO role of Graham Corporation in June 2025 Executing according to succession plan previously approved by the Board of Directors; deepens bench strength of the Executive Leadership Team, ensures a smooth leadership transition, positions the business for continued growth and success The Company reiterates its sales and Adjusted EBITDA guidance as provided on Nove

      2/6/25 7:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials
    • Graham Corporation Announces Third Quarter Fiscal Year 2025 Financial Results Conference Call and Webcast

      Graham Corporation (NYSE:GHM), a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the defense, space, energy and process industries, announced that it will release its third quarter fiscal year 2025 financial results before financial markets open on Friday, February 7, 2025. The Company will host a conference call and webcast to review its financial and operating results, strategy, and outlook. A question-and-answer session will follow. Third Quarter Fiscal Year 2025 Financial Results Conference Call Friday, February 7, 2025 11:00 a.m. Eastern Time Phone: (201) 689-8560 Internet webcast link and accompanying slide

      1/24/25 8:30:00 AM ET
      $GHM
      Industrial Machinery/Components
      Industrials