Graham : Management Change/Compensation Form 8 K

Item 5.02.

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

Fiscal 2025 Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives. On June 4, 2024, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Graham Corporation (the "Company") renewed and amended its Annual Long-Term Incentive Award Plan for Senior Executives (the "LTI Bonus Program") for the fiscal year ending March 31, 2025 ("Fiscal 2025") and approved grants of time-vesting restricted stock units ("RSUs") and performance-vesting restricted stock units ("PSUs") thereunder in the amounts set forth below to the Company's named executive officers. All grants were made under the 2020 Graham Corporation Equity Incentive Plan (the "Plan").

The RSUs granted to the Company's named executive officers vest one-thirdon each of the first three anniversaries of the date of grant subject to continued employment through the vesting date.

Awards of PSUs vest on the third anniversary of the date of grant with 50% based upon the Company's three-year average return on invested capital change metric and 50% based upon the Company's three-year cumulative revenue metric with no payout if the results are below threshold. The PSUs will only vest if the recipient is still employed by the Company on the vesting date.

The number of shares of RSUs and PSUs awarded to the Company's named executive officers under the LTI Bonus Program were determined using a Long-Term Incentive Percentage (the "L-TPercentage") for each such officer. As previously disclosed, on March 27, 2024, the Compensation Committee set the L-TPercentage for each of the Company's named executive officers as follows: Daniel J. Thoren - 170%; Christopher J. Thome - 70%; and Matthew Malone - 60%. The number of RSUs awarded was determined by multiplying 50% of each named executive officer's base salary in effect on the date of grant by such officer's L-TPercentage, and then dividing the product by the closing price of the Company's common stock on the NYSE on the date of grant. The number of PSUs was determined by multiplying 50% of each named executive officer's base salary in effect on the date of grant by such officer's L-TPercentage, and then dividing the product by the closing price of the Company's common stock on the NYSE on the date of grant.

Named Executive Officer		Number of RSUs Granted			Number of PSUs Granted(1)
Daniel J. Thoren President and Chief Executive Officer			16,628				33,256
Christopher J. Thome Vice President - Finance, Chief Financial Officer and Chief Accounting Officer			4,930				9,860
Matthew Malone Vice President and General Manager - Barber-Nichols			3,873				7,746

(1)	Represents the maximum number of PSUs that may be earned if the maximum level of performance is achieved.

The foregoing descriptions of the LTI Bonus Program in effect for Fiscal 2025 does not purport to be complete and is qualified in its entirety by the LTI Bonus Program a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Annual Stock-Based Grant to Non-EmployeeDirectors.Also on June 4, 2024, the Compensation Committee approved the grant of RSUs under the Plan in the amounts set forth below to the Company's non-employeeDirectors.

Director		Number of RSUs Awarded
James J. Barber, Ph.D.			2,934
Alan Fortier			2,934
Cari L. Jaroslawsky			2,934
Jonathan W. Painter			2,934
Lisa M. Schnorr			2,934
Troy A. Stoner			2,934

The number of RSUs awarded to each of the Company's non-employeeDirectors was determined by dividing $75,000 by the closing price of the Company's common stock on the NYSE on the date of grant. The closing price of the Company's common stock on the NYSE on June 4, 2024 was $25.56 per share.