Jonathan W. Painter
About Jonathan W. Painter
Lead Independent Director of Graham Corporation since June 2025 and a director since 2014; previously served as non‑executive Chair of the Board beginning March 2022 . Age 66 . Former President & CEO of Kadant Inc. (NYSE: KAI) from 2010–2019 and President & COO in 2009, now Chair of Kadant since 2019 . Core credentials: multi‑industry operating experience, finance, M&A, and corporate strategy in engineered equipment businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Corporation | Lead Independent Director | Since Jun 2025 | Presides over executive sessions; liaison between independent directors, Executive Chair, and CEO |
| Graham Corporation | Non‑Executive Chair of the Board | Since Mar 2022 | Board agenda setting; presided over meetings of Board and stockholders (non‑executive Chair role description in 2024 proxy) |
| Kadant Inc. | President & CEO | 2010–2019 | Led global engineered systems supplier; operations/strategy expertise |
| Kadant Inc. | President & COO | 2009 | Operations leadership pre‑CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kadant Inc. (NYSE: KAI) | Chair of the Board; Director | Chair since 2019; Director since 2010 | Prior CEO; industry overlap in engineered equipment; no GHM‑disclosed transactions with Kadant |
Board Governance
- Independence: Board affirmatively determined Painter is independent under NYSE standards .
- Committees: Audit; Compensation; Nominating & Corporate Governance . Audit Committee roster includes Painter (Chair is Lisa Schnorr) .
- Attendance: FY2025 Board met 6 times; committees met 4–6 times; each director attended at least 75% of meetings; annual meeting attendance expected by policy (2024 meeting attended by all serving directors except Fortier) .
- Lead Independent Director responsibilities: Presides over executive sessions; liaison role; meets periodically with Executive Chair and CEO .
Fixed Compensation
| Item (FY2025) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $106,250 | Base annual retainer $55,000; additional Board/committee chair differentials exist; Painter’s total cash per Director Compensation Table |
| Stock Awards (RSUs) | $74,993 | 2,934 RSUs granted on Jun 4, 2024; grant‑date FMV ~$74,993; vests on first anniversary |
| Total | $181,243 | Sum of cash + RSUs |
- Structure and FY2026 changes: Base annual retainer increased to $57,000; Lead Independent Director to receive additional annual fee previously paid to Chair of the Board ($50,000); annual RSU grant value increased to $77,000 .
Performance Compensation
Directors receive time‑vesting RSUs (no performance conditions) . As context for Painter’s Compensation Committee oversight role, the Company’s NEO long‑term incentives use PSUs with multi‑year performance metrics.
| PSU Metric (FY2025 Grants) | Definition/Targeting | Notes |
|---|---|---|
| 3‑Year Cumulative Revenue (50%) | Linear interpolation; no payout below threshold | PSU grants for executives; cliff vest at 3 years |
| 3‑Year Average ROIC Change (50%) | Change vs FY2024 ROIC; linear interpolation; no payout below 0 bps | Designed for growth/returns alignment |
| Grant Price Reference | Closing price $25.56 on Jun 4, 2024 | Used for share quantity calc |
Other Directorships & Interlocks
| Company | Relationship to GHM | Potential Interlock/Conflict |
|---|---|---|
| Kadant Inc. | External board chaired by Painter | No related‑party transactions disclosed between GHM and Kadant; Audit Committee reviews any related person transactions; director recusal policy in place |
Expertise & Qualifications
- Former public‑company CEO with engineered equipment background; expertise in operations, finance, M&A, corporate strategy applicable to GHM’s defense/energy/space end‑markets .
- Service on Audit, Compensation, and Nominating & Corporate Governance committees demonstrates broad governance capability .
Equity Ownership
| Measure (as of Jun 27, 2025) | Amount | Detail |
|---|---|---|
| Beneficial Ownership | 32,600 shares | Includes direct and indirect holdings |
| Vested RSUs (deferred until separation) | 9,327 | Payable one‑for‑one in common stock upon separation from Board |
| Unvested RSUs outstanding | 2,934 | From FY2025 director grant |
| Percent of shares outstanding | <1% | Percent omitted for <1% holders |
| Director Ownership Guidelines | ≥5x annual cash retainer | All independent directors in compliance; retain 50% of net shares until compliant |
| Hedging/Pledging Policy | Prohibited for directors and executives | Alignment safeguard; anti‑hedging/pledging policy |
Governance Assessment
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Strengths
- Independent status; Lead Independent Director role enhances board oversight and investor confidence .
- Broad committee service (Audit, Compensation, NCGC), with active Audit Committee participation alongside financial expert members; independent consultant used by Compensation Committee; director pay reviewed annually .
- Equity alignment: meaningful ownership, RSU deferral until board service ends, and stringent 5x retainer ownership guideline with anti‑hedging/pledging policies .
- Attendance and engagement: Board/committee meeting cadence and executive sessions under Lead Independent Director .
-
Watch items / potential conflicts
- External chair role at Kadant creates network breadth; no related‑party transactions disclosed with Kadant, but ongoing monitoring appropriate (Audit Committee reviews any related person transactions) .
- Company‑level related party exposure exists via leases with an entity controlled by the Executive Chairman (not Painter); Audit Committee oversight and disclosure are in place .
-
Shareholder signals
- Say‑on‑pay support high: ~99% approval in 2024; ~95% in 2023, indicating overall confidence in compensation governance framework that Painter helps oversee .
Overall, Painter’s independence, committee breadth, and ownership posture support board effectiveness; absence of Painter‑specific related‑party transactions and deferral of director RSUs are positive alignment signals, while external board leadership at Kadant warrants standard interlock monitoring .