Cari L. Jaroslawsky
About Cari L. Jaroslawsky
Independent director of Graham Corporation since 2022; age 56; Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee. Founder and President of Compliance Right, LLC (since January 2022); former SVP & GM of Eaton Mission Systems (2019–Dec 2022); previously SVP of Finance at Cobham International (Oct 2016–Dec 2018) and CFO/Treasurer at Servotronics, Inc. (2005–2016). She is a certified public accountant, has been nominated for re‑election to a term expiring in 2028, and is affirmatively determined independent under NYSE standards; the Board also identifies her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Mission Systems (division of Eaton plc) | Senior Vice President & General Manager | Jan 2019 – Dec 2022 | Led aerospace and defense manufacturing business; operational leadership |
| Cobham International | Senior Vice President of Finance | Oct 2016 – Dec 2018 | Finance leadership prior to Eaton acquisition |
| Servotronics, Inc. (NYSE American: SVT) | Chief Financial Officer & Treasurer | 2005 – 2016 | Public company CFO; accounting and capital markets experience |
| Compliance Right, LLC | Founder & President | Jan 2022 – Present | Board and executive consulting services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rand Capital Corporation (Nasdaq: RAND) | Director | Not disclosed | Current public company directorship |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee; Lead Independent Director is Jonathan W. Painter (not Jaroslawsky) .
- Independence: Board affirmed independence under NYSE standards; Audit Committee independence confirmed; Jaroslawsky designated “audit committee financial expert” .
- Attendance: FY2025 Board met 6 times; Audit 4; Compensation 6; NCGC 4; each then‑serving director attended ≥75% of Board/committee meetings; policy requires directors to attend annual meeting; all attended 2024 annual meeting except one departing director .
- Executive sessions: Non‑management directors meet in regular executive sessions; Lead Independent Director presides .
- Governance scope of NCGC: Board composition, governance practices, ESG oversight, and executive succession; annual Board/committee performance evaluations .
Fixed Compensation
| Component | FY2025 | FY2026 (approved) |
|---|---|---|
| Annual cash retainer (independent directors) | $55,000 | $57,000 |
| NCGC Chair additional annual fee | $7,000 | $12,500 |
| Cash fees actually paid to Jaroslawsky | $63,250 | — |
Notes:
- No meeting fees; reimbursed reasonable expenses only; no retirement benefits for independent directors .
Performance Compensation
| Equity Award | Grant Date | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (independent directors) | Jun 4, 2024 | 2,934 RSUs; grant date fair value ≈ $74,993 | One-year, first anniversary | Time-vesting RSUs under 2020 Plan; some directors elected deferral |
| Annual RSU grant (independent directors) | FY2026 program | Target grant value $77,000 | Not disclosed | Approved increase by Compensation Committee |
Performance metrics: Directors’ equity is time‑vested RSUs; no performance conditions or metrics apply to director awards (performance metrics are used for executive PSUs, not for directors) .
Other Directorships & Interlocks
| Company | Relationship/Interlock | Potential Conflict Considerations |
|---|---|---|
| Rand Capital Corporation (RAND) | Director | No related‑party transactions disclosed involving Jaroslawsky; Audit Committee reviews related person transactions; current disclosed related‑party leases involve Executive Chairman (not Jaroslawsky) . |
Expertise & Qualifications
- CPA; former public company CFO/Treasurer (Servotronics) providing deep accounting and audit literacy; designated audit committee financial expert .
- Aerospace & defense operating leadership (Eaton Mission Systems; Cobham) aligned to GHM’s Defense/Space markets .
- Board governance experience and consulting (Compliance Right, LLC) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of June 27, 2025) | 16,667 shares; % of class omitted (<1%) |
| Unvested RSUs outstanding (3/31/2025) | 2,934 RSUs |
| Options (exercisable/unexercisable) | None disclosed; independent directors held no options at 3/31/2025 |
| Ownership guidelines | Independent directors must hold ≥5x annual cash retainer; retain 50% net shares until compliant; all independent directors in compliance or grace period at FY2025 end |
| Hedging/pledging | Company policy strictly prohibits director/executive hedging, pledging, or monetization transactions |
Insider Trades
| Date | Form | Security | Quantity/Price | Notes |
|---|---|---|---|---|
| Jun 4, 2024 | Form 4 | RSUs (time‑vested, 1:1 into common) | 2,934 RSUs; vest on first anniversary | Annual director grant under 2020 Plan; transaction exempt under Rule 16b‑3 |
| Jun 4, 2025 | Form 4 | RSUs (time‑vested) | Not disclosed in proxy | Filing confirms director equity transaction; details in EDGAR filing |
Governance Assessment
- Strengths: Independent director with CPA credentials and audit committee financial expert designation; chairs NCGC overseeing governance, ESG, and succession; strong attendance culture (≥75% meetings) and annual meeting participation policy; robust director ownership guidelines with compliance; prohibition on hedging/pledging aligns incentives .
- Compensation alignment: Director pay is modest and balanced—cash retainer plus time‑vested RSUs; incremental increases for FY2026 (cash retainer and NCGC chair fee, RSU grant value) are limited; no performance risk in director equity, reducing pay‑for‑performance concerns for directors .
- Conflicts/Related‑party exposure: No related‑party transactions disclosed involving Jaroslawsky; Audit Committee (of which she is a member) oversees related person transactions, including leases with an entity affiliated with the Executive Chairman—appropriate oversight mitigates conflict risk .
- Signals: 99% say‑on‑pay approval in 2024 suggests broad shareholder support for compensation governance; Compensation Committee uses independent consultant (F.W. Cook), enhancing pay oversight quality .
Board Governance (Detail)
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Oversees board composition, governance, ESG, and succession; conducts annual evaluations |
| Audit | Member; financial expert | 4 | Oversees financial reporting, internal controls, auditor independence; reviews related person transactions |
| Board | Independent director | 6 | ≥75% attendance; executive sessions led by Lead Independent Director |
Director Compensation (Detail)
| Metric | FY2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Jaroslawsky) | $63,250 | Includes $55,000 retainer plus NCGC chair fee; no meeting fees |
| Stock Awards (Jaroslawsky) | $74,993 (grant date fair value) | 2,934 RSUs granted 6/4/2024; vest in one year |
| Total (Jaroslawsky) | $138,243 | — |
Related Party Transactions Oversight
- Audit Committee policy: Reviews/approves related person transactions; considers nature, terms, importance, independence implications; interested directors recuse .
- Disclosed transaction (FY2025): Leases between Barber‑Nichols and Ascent Properties, LLC (majority interest held by Executive Chairman Daniel J. Thoren); ~$1.0M FY2025 payments; ~$4.8M remaining obligations—Board/Audit oversight applies .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~99% support at 2024 annual meeting; Board considers vote outcomes in future decisions .
Policies Enhancing Governance
- Equity grant controls: No intentional timing around material information; predetermined grant schedules; event blackout awareness .
- Clawback: Policy for recovery of erroneously awarded compensation adopted Oct 2, 2023 (executive officers) .
- Insider trading: Closed window periods; event‑specific blackouts; no trading with MNPI .
RED FLAGS
- None disclosed specific to Jaroslawsky: no pledging/hedging; no related‑party dealings; attendance thresholds met; director pay structure standard for size/industry . The company’s related‑party leases with an executive are monitored by the Audit Committee (of which Jaroslawsky is a member), mitigating conflict risk through oversight .