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Christopher J. Thome

Vice President – Finance, Chief Financial Officer, Chief Accounting Officer and Corporate Secretary at GRAHAM
Executive

About Christopher J. Thome

Christopher J. Thome, age 54, is Vice President – Finance, Chief Financial Officer and Treasurer at Graham Corporation; he added Chief Accounting Officer and Corporate Secretary responsibilities in July 2022. He joined GHM in April 2022 after senior finance and treasury roles at Allient Inc. (formerly Allied Motion) and Integer Holdings; he is a certified public accountant who began his career at PricewaterhouseCoopers . GHM’s compensation framework emphasizes company performance metrics including revenue/bookings, adjusted EBITDA and ROIC, with long-term equity PSUs tied 50% to three‑year cumulative revenue and 50% to three‑year average ROIC change, aligning incentives with value creation . During his tenure, GHM reported record quarterly revenue of $53.6 million in Q2 FY2025 and cited strong margin expansion, underscoring operational progress under current leadership and finance stewardship .

Past Roles

OrganizationRoleYearsStrategic impact
Graham Corporation (NYSE: GHM)VP – Finance, CFO & Treasurer; added CAO & Corporate SecretaryApr 2022–presentSenior finance leadership with expanded accounting and corporate secretary responsibilities
Allient Inc. (NASDAQ: ALNT)Corporate Controller & TreasurerFeb 2020–Apr 2022Led treasury and corporate reporting at precision motion/control company
Integer Holdings (NYSE: ITGR)Senior Director – Treasurer; Senior Director – Financial Reporting, Treasury Ops & Shared ServicesJul 2006–Feb 2020Progressive leadership across treasury, reporting and shared services at medical device outsourcer
PricewaterhouseCoopersCPA (early career)Not disclosedPublic accounting foundation

Fixed Compensation

MetricFY 2024FY 2025
Base Salary ($)312,000 359,986
Target Bonus ($)179,993 (Annual Incentive target)
Non‑Equity Incentive Paid ($)265,200 204,660
Stock Awards Grant Date Fair Value ($)155,994 252,022
All Other Compensation ($)24,693 25,976
  • Fiscal 2026 targets: Bonus target set at 50% of base salary; Long‑Term Incentive (L‑T) percentage for equity grants set at 70% of base salary .

Performance Compensation

Instrument/ProgramMetricWeightingTargetActualPayoutVesting
Cash Bonus (FY2025)Company and personal objectivesNot disclosed$179,993 114% of target $204,660 Cash (annual)
PSUs (FY2025 grant)3‑yr cumulative revenue; 3‑yr average ROIC change vs FY202450% / 50% Committee‑set ranges N/A (in flight)TBD at performance endCliff vest at 3rd anniversary, subject to performance and continued employment
RSUs (FY2025 grant)Time‑based retentionN/AN/AN/AShares as vested1/3 per year over three years, subject to continued employment

FY2025 Equity Grants (detail)

Award TypeGrant DateShares/UnitsGrant‑Date Fair Value ($)Vesting
RSUs6/4/20244,930 126,011 Equal annual installments over 3 years
PSUs (Target/Max)6/4/20244,930 / 9,860 126,011 Cliff vest at 3 years, subject to revenue/ROIC performance
  • Committee used a closing price of $25.56 on June 4, 2024 to size L‑T awards via L‑T Percentage methodology .

Equity Ownership & Alignment

As‑of DateShares OwnedPercent of ClassNote
June 21, 202416,880 Named Executive Officer (percent omitted if <1%)
June 27, 202527,360 Named Executive Officer (percent omitted if <1%)
  • Stock ownership guidelines (NEOs): Hold common stock equal to at least 2x base salary; retain 50% of net shares from vesting/exercises until compliant; all NEOs were in compliance as of FY2025 year‑end, including those in grace period .
  • Hedging and pledging: Policies strictly prohibit executives/directors from hedging, pledging or monetization transactions in GHM securities .

Outstanding Equity Awards (as of March 31, 2025)

Grant DateAward TypeUnvested Units (#)Market Value ($)
5/23/2022RSUs2,951 85,048
5/17/2023RSUs4,749 136,866
6/4/2024RSUs4,930 142,083
5/23/2022PSUs17,704 510,229
5/17/2023PSUs14,246 410,570
6/4/2024PSUs9,860 284,165
  • RSU vesting schedules for 2022/2023 grants: 1/3 annually on specified May dates; PSUs vest at the end of their three‑year performance periods, subject to metrics and continued employment .

Employment Terms

ProvisionTerms
Agreement date/effectiveEmployment agreement dated March 7, 2022; effective April 4, 2022
Term/renewalAuto‑renewing so a one‑year term always remains unless notice; ends in month he turns 65
Initial base under agreement$290,000 per year initial base salary
Non‑compete & confidentiality12‑month non‑compete and non‑interference; confidentiality covenant upon termination
Involuntary termination (no cause)12 months of continued base salary at the greater of $290,000 or then‑current salary; pro‑rated portion of target bonus; release/compliance required
Estimated termination/CIC payouts (as of 3/31/2025)Involuntary termination: $359,986 continued salary ; Death: $954,221 (includes $774,228 equity acceleration; life insurance $250,000) ; Disability: $954,221 (includes $774,228 equity; short‑term disability $179,993) ; CIC termination: $2,015,974 (includes $1,079,958 cash severance; $936,016 equity acceleration)
CIC vesting triggerDouble‑trigger: For Thome, RSUs and PSUs vest in full upon termination without cause or resignation for good reason following a change in control; company policy maintains double‑trigger provisions
Health coverageAgreement provides continued health/medical coverage in CIC termination; as of proxy date, Thome elected not to receive company health coverage
ClawbackNYSE/SEC‑compliant clawback policy adopted October 2, 2023 for erroneously awarded compensation
Tax gross‑upsCompany does not provide tax gross‑ups for executives
IndemnificationIndemnified for acts performed in good faith related to duties
PerquisitesLife insurance premium allowance up to $2,500; standard health and long‑term disability coverage

Investment Implications

  • Pay‑for‑performance alignment: Annual cash incentive paid at 114% of target for FY2025 suggests above‑plan performance on company/personal objectives; PSUs are tightly linked to three‑year revenue and ROIC change, aligning equity payouts with value creation .
  • Retention risk appears moderate: Auto‑renewing contract, 12‑month non‑compete, and meaningful unvested RSUs/PSUs outstanding create retention hooks; involuntary severance provides one year of salary plus pro‑rated target bonus, reducing near‑term exit pressure .
  • Insider selling pressure: RSUs vest ratably over three years and PSUs cliff‑vest at year three; combined with strict anti‑hedging/pledging policy and ownership guidelines requiring 2x salary, structural selling pressure is limited outside normal diversification on vest dates .
  • Change‑of‑control economics: Double‑trigger protections and estimated CIC package of ~$2.0M including accelerated vesting could incentivize stability through a transaction but also create a potential overhang if strategic activity increases .
  • Governance quality: No tax gross‑ups, formal clawback policy, independent compensation benchmarking (F.W. Cook, refreshed peer group), and use of ROIC in L‑T metrics indicate disciplined oversight supportive of investor confidence .

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