Daniel J. Thoren
About Daniel J. Thoren
Daniel J. Thoren, age 62, is Executive Chairman of Graham Corporation (GHM) since June 10, 2025, after serving as CEO from September 2021 to June 2025 and President & COO from June–September 2021 . Under his leadership, FY2025 net sales rose 13% to $209.9M and net income increased 168% to $12.2M, with orders at 110% of sales (book-to-bill 1.1x), reflecting execution in Defense and Space and improved pricing . Pay-versus-performance TSR indicates a $100 fixed investment grew to $186.85 by FY2025, up from $95.03 in FY2023, aligning realized compensation with shareholder outcomes . EBITDA grew from ~$12.5M in FY2024 to ~$19.7M in FY2025*, supporting margin expansion and variable pay outcomes .
* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graham Corporation | Executive Chairman | Jun 2025–present | Board leadership separated from CEO; mentorship and strategy support; independent Lead Director oversees executive sessions . |
| Graham Corporation | Chief Executive Officer | Sep 2021–Jun 2025 | Accelerated Defense participation; FY2025 backlog $412.3M (83% Defense); stronger margins and pricing . |
| Graham Corporation | President & COO | Jun 2021–Sep 2021 | Transition leadership post BN acquisition; continuity in operations . |
| Barber-Nichols, LLC | President & CEO; Chairman | 1997–May/Jun 2021 | Built specialty turbomachinery franchise; foundation for Space/Defense growth post-acquisition . |
External Roles
- None disclosed for public company boards or committee roles beyond Barber-Nichols prior to its acquisition .
Fixed Compensation
| Year | Base Salary ($) | Target Annual Incentive ($) | Actual Annual Incentive Paid ($) |
|---|---|---|---|
| FY2025 (CEO for period) | 500,000 | 500,000 (Annual Incentive target per grants) | 471,000 |
| FY2024 (CEO) | 400,000 | — | 698,000 |
- Executive Chairman base salary changed to $250,000 effective June 10, 2025 (approx. 30 hours/week) .
- FY2024 “Bonus ($) 730,000” reflects a retention bonus payable if he remained employed through June 1, 2023 .
Performance Compensation
Annual Cash Incentive (FY2025)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | — | Committee-set | Above target, below max | 471,000 (94% of target; 47% of max) | Bonus driven by multi-component plan; personal goals achieved at 65% for Thoren . |
| Consolidated Bookings | — | Committee-set | Below target, above threshold | — | — |
| Divisional EBITDA/Bookings (GM & BN/P3) | — | Committee-set | Mixed (GM EBITDA above max; BN/P3 EBITDA at threshold; BN/P3 bookings above max) | — | BN/P3 EBITDA awarded at threshold discretion due to ~0.1% miss . |
| Personal Goals | — | Committee-set | 65% (Thoren) | — | — |
- Annual Incentive framework uses Adjusted EBITDA, bookings, and individual goals tied to strategic objectives .
Long-Term Equity Incentives (FY2025 grants approved June 4, 2024)
| Award Type | Grant Date | Shares/Units | Performance Metrics | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | 6/4/2024 | 16,628 | Retention (time-based) | 1/3 on 6/4/2025, 6/4/2026, 6/4/2027 | 425,012 |
| PSUs (Target) | 6/4/2024 | 16,628 | 50% 3-yr cumulative revenue; 50% 3-yr average ROIC change vs FY2024; linear; no payout below thresholds | Cliff at 3-year performance certification | 425,012 |
| PSUs (Threshold/Max) | 6/4/2024 | 8,314 / 33,256 | Same as above | Same | — |
- LTI sizing: CEO L-T Percentage set at 170% of base salary in FY2025 .
- Policy allows retirement at age ≥65 to continue RSU vesting and pro-rata PSU vesting per plan terms .
Vesting Schedules (Key Grants Outstanding at 3/31/2025)
| Grant Date | Instrument | Vest Terms & Dates | Units/Notes |
|---|---|---|---|
| 5/23/2022 | RSUs | 1/3 each year; final tranche vests 5/23/2025 | 8,140 unvested at 3/31/2025 . |
| 5/17/2023 | RSUs | 1/3 on 5/17/2024, 5/17/2025, 5/17/2026 | 12,177 unvested at 3/31/2025 . |
| 6/4/2024 | RSUs | 1/3 on 6/4/2025, 6/4/2026, 6/4/2027 | 16,628 unvested at 3/31/2025 . |
| 5/23/2022 | Performance RSA | Vests upon Committee certification for 3-year period ending 3/31/2025 | 35,580 max unearned . |
| 5/17/2023 | PSUs | 3-year period ending 3/31/2026 | 36,530 max unearned . |
| 6/4/2024 | PSUs | 3-year period ending 3/31/2027 | 33,256 max unearned . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 351,783 shares; 3.2% of outstanding (10,975,874 shares) as of June 27, 2025 . |
| Unvested RSUs (by grant) | 8,140 (5/23/22); 12,177 (5/17/23); 16,628 (6/4/24) . |
| Unearned PSUs (max) | 35,580 (FY2025 cycle); 36,530 (FY2026 cycle); 33,256 (FY2027 cycle) . |
| Stock ownership guidelines (NEOs) | CEO: ≥4x base salary; other NEOs: ≥2x; retain 50% of net shares until compliant; 5-year compliance window (+2-year grace if raised) . |
| Compliance status | All NEOs in compliance as of FY2025 . |
| Hedging/pledging | Strictly prohibited for officers/directors (alignment safeguard) . |
Insider activity and potential selling pressure:
- Multiple Form 4s in 2024–2025 reflect RSU grants and routine share withholding upon vesting for taxes (not open-market selling): 06/06/2024; 05/28/2024; 05/20/2025; 06/11/2025 .
Employment Terms
| Provision | Terms |
|---|---|
| Amended & Restated Employment Agreement | Effective Feb 5, 2025; CEO through Jun 9, 2025; Executive Chairman effective Jun 10, 2025 . |
| Term & auto-renew | One-year term; auto-renews to always maintain one year remaining unless either party elects not to extend (then ends one year from notice) . |
| Executive Chairman comp/workload | Base salary $250,000; ~30 hours/week . |
| Non-compete / confidentiality | 12-month non-compete and non-interference post-termination; confidentiality covenant applies . |
| Change-in-control (CIC) cash severance | Double trigger; if terminated within two years after a CIC: 2.5x (salary at termination + target bonus) lump sum; 18 months health coverage; release required . |
| CIC equity treatment | Unvested stock options, RSUs, PSUs, RSAs accelerate and become fully vested/exercisable at termination following CIC . |
| Death/Disability | RSUs/stock options vest fully; PSUs vest pro-rata at target to quarter-end preceding event; life insurance allowance . |
| Clawback policy | Effective Oct 2, 2023, compliant with NYSE/SEC restatement-recovery rules . |
| Tax gross-ups | No reimbursement/gross-ups for taxes on compensation/perquisites . |
Board Governance
| Topic | Detail |
|---|---|
| Board service | Director since 2021; term expires 2027 . |
| Roles | Executive Chairman (an employee); not independent . |
| Independence framework | Lead Independent Director (Jonathan W. Painter) presides over executive sessions; separate roles for CEO and Executive Chairman; independent committee chairs . |
| Committees | Standing: Audit, Compensation, Nominating & Corporate Governance; Thoren not listed as committee member due to non-independence . |
| Attendance | FY2025: Board met 6x; all then-serving directors attended ≥75% of Board and committee meetings . |
| Director compensation | Executive directors (Thoren, Malone) receive no additional director pay; independent directors receive cash retainer ($55,000 FY2025, increased to $57,000 FY2026), chair/lead fees, and annual RSUs (2,934 units; ~$74,993 grant value) . |
Dual-role implications:
- Executive Chair + prior CEO tenure can concentrate influence; mitigated by independent Lead Director oversight, committee independence, and executive sessions of non-management directors .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay approval: ~99% support at 2024 meeting (strong shareholder endorsement) .
- Peer group usage: Committee references market median across a defined peer set (e.g., Astronics, CECO, Thermon Group, etc.) and uses tally sheets; engaged Frederic W. Cook & Co. in FY2025 to assess salary competitiveness .
Performance & Track Record
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($) | 157,118,000 | 185,533,000 | 209,896,000 |
| EBITDA ($) | 7,588,000* | 12,482,000 | 19,659,000* |
| Net Income ($) | 367,000 | 4,556,000 | 12,230,000 |
* Values retrieved from S&P Global.
- FY2025 operational highlights: gross margin improved to 25.2% (from 21.9% FY2024) on volume, pricing, and execution; cash from operations $24.3M; backlog $412.3M with ~83% Defense .
Investment Implications
- Pay-for-performance alignment: High variable mix (67% target variable for CEO in FY2025) with PSU metrics tied to multi-year revenue and ROIC supports value creation and reduces windfall risk .
- Retention and selling pressure: Significant unvested RSUs/PSUs with staggered cliffs reduce near-term selling pressure; observed Form 4 activity reflects tax withholdings on vesting rather than discretionary sales .
- Governance guardrails: No tax gross-ups; strict anti-hedging/pledging; NYSE-compliant clawback; independent Lead Director—mitigates dual-role concerns and supports compensation discipline .
- CIC economics: Double-trigger 2.5x salary+target bonus and full equity acceleration are generous but standard for CEO/Executive Chair profiles; note relocation and compensation-protection triggers; diligence around potential transaction scenarios warranted .
- Execution risk vs upside: Defense backlog concentration (83%) and long-cycle projects drive visibility but expose funding/timing risks; incentive design incorporates bookings/EBITDA to balance growth and profitability, and FY2025 results met/beat several components .