Lisa M. Schnorr
About Lisa M. Schnorr
Independent director of Graham Corporation since 2014; age 59; current term expires in 2027. She serves as Audit Committee Chair and is a member of the Compensation Committee; the Board has determined she is independent under NYSE standards and she qualifies as an “audit committee financial expert.” Prior experience includes senior finance and operating roles at Constellation Brands and a B.S. in Accounting from SUNY Oswego.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Brands, Inc. (NYSE: STZ) | Vice President, Compensation & HRIS | 2011–2013 | Total rewards, HR systems |
| Constellation Brands, Inc. | Senior Vice President, Total Rewards | 2014–2015 | Executive compensation and benefits oversight |
| Constellation Brands, Inc. | Corporate Controller | 2015–2017 | Financial reporting and controls |
| Constellation Brands, Inc. | CFO, Wine & Spirits Division | 2017–2019 | Divisional finance leadership |
| Constellation Brands, Inc. | SVP & Project Lead, Digital Enablement | 2019–2021 | Transformation/digital initiatives |
| PricewaterhouseCoopers (formerly Price Waterhouse) | Staff (finance/accounting) | Started 1987 | Foundational audit/accounting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warrior Met Coal (NYSE: HCC) | Director; Chair, Nominating & Corporate Governance Committee | Since Aug 2022 | Governance leadership |
| Vintage Wine Estates (formerly Nasdaq: VWE) | Director; Chair, Audit Committee | Jun 2021–Feb 2025 | Audit oversight during restructuring period |
Board Governance
- Committees: Audit (Chair) and Compensation; Lead Independent Director is Jonathan W. Painter (not Schnorr). Independent status affirmed by the Board under NYSE standards; she is an “audit committee financial expert.”
- Attendance: In FY2025 the Board met 6x; Audit 4x; Compensation 6x; Nominating & Corporate Governance 4x; all serving directors attended at least 75% of meetings. Company policy requires annual meeting attendance; all then-serving directors attended the 2024 annual meeting (except director Fortier, who departed at that meeting).
- Executive sessions: Non-management directors meet in executive session; the Lead Independent Director presides.
- Classified board with staggered three-year terms; age limit 75 for re-election.
Fixed Compensation
- Structure: Annual cash retainer and committee chair fees; plus annual RSU grant to independent directors; no meeting fees or pensions. FY2025 Board retainer $55,000; Audit Chair fee $15,000; Compensation Chair $12,500; NCGC Chair $7,000. FY2026 changes: Board retainer to $57,000; NCGC Chair fee to $12,500; Lead Independent Director to receive the prior Chair of the Board fee ($50,000).
| FY2025 Director Compensation (Lisa M. Schnorr) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 71,250 |
| Stock Awards (RSUs; grant-date fair value) | 74,993 |
| Total | 146,243 |
| Unvested RSUs (as of 3/31/2025) | 2,934 |
- RSU program: On June 4, 2024, each independent director received 2,934 RSUs (grant value ~$74,993) vesting on the first anniversary; Schnorr elected to defer settlement until she leaves the Board. FY2026 RSU grant value increased to ~$77,000.
Performance Compensation
| Metric | Applies to Independent Directors? | Details |
|---|---|---|
| Performance-based stock/option awards | No | Annual RSUs vest time-based; no options or PSUs for directors disclosed |
| Cash bonus tied to performance | No | Independent director pay is retainer-based; no performance bonus |
Other Directorships & Interlocks
- Current public board: Warrior Met Coal (HCC), Chair of Nominating & Corporate Governance. No related-party transactions disclosed between GHM and HCC.
- Former public board: Vintage Wine Estates (VWE), Audit Chair through Feb 2025; no related-party transactions disclosed with GHM.
- Related-party oversight at GHM: As Audit Chair, Schnorr’s committee reviews all related person transactions; notable disclosed item is Barber-Nichols’ leases with Ascent Properties LLC (majority-owned by Executive Chairman Daniel J. Thoren): $1.0M lease payments in FY2025; ~$4.8M remaining obligations—Audit Committee reviews and approves these per policy.
Expertise & Qualifications
- Audit committee financial expert; deep experience in audit, FP&A, capital allocation, risk management, human resources/total rewards, investor relations; global business perspective.
- Governance signals: Compensation Committee uses independent consultant (F.W. Cook) and peer data; strong say-on-pay support (99% approval in 2024).
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficially owned shares | 35,911 (includes 9,327 vested RSUs deferred to separation) |
| Shared voting/investment power with spouse | 5,811 shares (joint tenants) |
| Unvested RSUs outstanding (3/31/2025) | 2,934 |
| Ownership % of shares outstanding | Not disclosed (<1% omitted per proxy) |
| Director stock ownership guideline | ≥5x annual cash retainer; all independent directors in compliance or grace period as of FY2025 |
| Hedging/pledging | Prohibited by company policy for directors and executives |
Governance Assessment
- Strengths: Independent director with audit-chair leadership; recognized audit committee financial expert; strong attendance; RSU deferral to separation signals long-term orientation; compliance with 5x-retainer stock ownership guideline; robust insider trading/anti-hedging/pledging policies; strong say-on-pay support (99%) reinforces investor confidence in pay oversight.
- Oversight of conflicts: As Audit Chair, Schnorr oversees related-party transaction reviews (e.g., Barber-Nichols leases with Ascent Properties tied to Executive Chairman), mitigating conflict risk through Audit Committee processes and annual review/approval.
- Potential watch items:
- Related-party leases with Ascent Properties LLC (linked to Executive Chair) are a governance risk area—continued robust Audit Committee oversight is essential. RED FLAG (monitoring).
- Board is classified; while common in smaller caps, staggered terms can reduce accountability; however, strong LID structure and independent majority mitigate some risk.
- Overall: Schnorr’s audit and compensation expertise, independence, and alignment through equity ownership/deferral support board effectiveness and investor confidence; active oversight of related transactions and strong pay governance frameworks further reinforce quality.