GRAHAM CORP Stock Compensation Disclosure
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 305 shares available for future grants pursuant to the 2020 Plan at March 31, 2025.
The following grants of restricted stock units ("RSUs"), performance stock units ("PSUs"), and restricted stock awards ("RSAs") were awarded:
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Vest 100% on |
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Vest Per Year |
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Vest 100% on |
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Anniversary (1) |
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Over Three-Year Term (1) |
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Anniversary (1) |
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Officers and |
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Officers and |
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Total Shares |
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Year Ended March 31, |
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Directors |
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Key Employees |
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Key Employees |
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Awarded |
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2025 |
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Time Vesting RSUs |
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18 |
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30 |
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8 |
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56 |
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Performance Vesting PSUs |
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— |
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— |
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62 |
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62 |
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2024 |
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Time Vesting RSUs |
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38 |
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40 |
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— |
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78 |
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Performance Vesting PSUs |
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— |
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— |
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79 |
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79 |
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2023 |
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Time Vesting RSUs |
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37 |
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56 |
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33 |
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126 |
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Performance Vesting PSUs |
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— |
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— |
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112 |
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112 |
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(1) Subject to the terms of the applicable award.
Stock-based compensation cost and the related tax benefits were as follows:
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Stock-Based |
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Related |
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Year Ended March 31, |
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Compensation Cost |
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Tax Benefits |
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2025 |
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1,828 |
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420 |
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2024 |
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1,188 |
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264 |
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2023 |
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785 |
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173 |
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As of March 31, 2025, there was $3,148 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 1.64 years.
The following table summarizes information about the Company's RSUs and PSUs granted during fiscal 2025, fiscal 2024 and fiscal 2023:
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Number of RSUs and PSUs |
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Weighted Average |
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Aggregate |
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Non-vested at March 31, 2022 |
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159 |
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18.59 |
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Granted |
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238 |
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8.51 |
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Vested |
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(35 |
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8.14 |
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Forfeited |
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(57 |
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18.86 |
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Non-vested at March 31, 2023 |
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305 |
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11.09 |
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Granted |
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157 |
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10.95 |
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Vested |
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(68 |
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11.96 |
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Forfeited |
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(25 |
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15.29 |
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Non-vested at March 31, 2024 |
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369 |
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11.05 |
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Granted |
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118 |
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25.75 |
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Vested |
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(125 |
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28.21 |
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Non-vested at March 31, 2025 |
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362 |
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14.72 |
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$ |
10,453 |
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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:
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Issued from |
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Issued from |
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Stock-Based |
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Related |
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Year Ended March 31, |
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Treasury Shares |
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Common Stock |
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Compensation Cost |
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Tax Benefits |
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2025 |
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— |
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34 |
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129 |
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30 |
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2024 |
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— |
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50 |
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91 |
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20 |
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2023 |
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29 |
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17 |
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21 |
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5 |
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jun 9, 2025 | Showing above |
| 2024 | Jun 7, 2024 | |
| 2023 | Jun 8, 2023 | |
| 2019 | May 31, 2019 | |
| 2018 | Jun 4, 2018 | |
| 2017 | Jun 5, 2017 | |
| 2016 | Jun 1, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.