Matthew J. Malone
About Matthew J. Malone
Matthew J. Malone, age 38, is President & CEO of Graham Corporation (GHM) and a director since June 2025; he previously served as President & COO (Feb–Jun 2025) and VP & GM of Barber‑Nichols (Jun 2021–Feb 2025) . He holds a B.S. in Mechanical Engineering (Penn State) and an M.S. in Mechanical Engineering (Georgia Tech) . In FY2025, Graham delivered net sales of $209.9 million (+13% YoY) and net income of $12.2 million (+168% YoY), while adjusted EBITDA used for incentives was $26.7 million; Graham’s $100 TSR measure stood at $186.85 for FY2025 . Governance structures separate executive leadership from board oversight with an Executive Chairman and a Lead Independent Director; Malone is not independent under NYSE standards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graham Corporation | President & CEO | Jun 2025–present | Leads multi-market mission-critical equipment strategy; oversees execution and growth . |
| Graham Corporation | President & COO | Feb 2025–Jun 2025 | Led business units; prepared CEO transition under board-approved succession plan . |
| Graham (Barber‑Nichols subsidiary) | VP & GM – Barber‑Nichols | Jun 2021–Feb 2025 | Managed turbomachinery/cryogenic pumps; integration post-acquisition . |
| Barber‑Nichols | President & CEO | May 2021–Jun 2021 | Senior leadership of turbomachinery supplier before GHM integration . |
| Barber‑Nichols | VP Operations | May 2020–May 2021 | Operations scale-up in defense/space markets . |
| Barber‑Nichols | PMO Manager | Nov 2017–May 2020 | Program management across U.S. Navy, space contracts . |
| Barber‑Nichols | Project Engineer | Jul 2015–Nov 2017 | Rocket engine turbopump design and development . |
| GE Transportation | Engineering/Management roles | N/A | Early career with progressive responsibilities in engineering/management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed; early career at GE Transportation . |
Fixed Compensation
| Component | Detail | Period | Amount/Rate |
|---|---|---|---|
| Base salary rate | CEO Period | Effective Jun 10, 2025 | $480,000 . |
| Base salary rate | COO Period | Effective Feb 5, 2025–Jun 9, 2025 | $400,000 . |
| FY2025 Salary earned | Summary Compensation Table | FY2025 | $341,667 . |
| Target annual bonus | Cash Bonus Program | FY2025 | 50% of base salary earned . |
| Target annual bonus | Cash Bonus Program | FY2026 | 100% of base salary . |
| Long-term incentive target | Stock-based LTI (RSUs/PSUs) | FY2026 | 125% of base salary . |
| Perquisites | CEO life insurance allowance | FY2025/FY2026 | $5,000 per year . |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Note |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 15% (Malone portion of EBITDA) | $18.9m | $25.3m | $37.9m | $26.7m | Above target; contributes to payout . |
| Divisional Adjusted EBITDA – Barber‑Nichols/P3 | 35% | $13.8m | $18.4m | $27.6m | $13.8m | At threshold (committee discretion to award at threshold) . |
| Consolidated Bookings | 6% | $187.2m | $234.0m | $280.8m | $231.1m | Between threshold and target . |
| Divisional Bookings – Barber‑Nichols/P3 | 14% | $82.4m | $103.0m | $123.6m | $148.9m | Above maximum . |
| Personal goals (Malone) | 30% | — | — | — | 155% of target achieved | High execution score . |
| FY2025 bonus outcome (Malone) | — | — | — | — | $195,450 | 114% of target; 57% of maximum . |
Vesting and LTI design:
- RSUs vest in three equal annual installments (years 1–3) subject to continued employment .
- PSUs cliff‑vest at year 3, contingent on performance: 50% three‑year cumulative revenue; 50% three‑year average ROIC change vs FY2024; linear interpolation with no payout below thresholds .
- FY2025 grants to Malone: 3,873 RSUs and 3,873 PSUs; grant date FMV ≈ $98,994 each leg .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Malone) | 53,064 shares as of June 27, 2025; ≈0.48% of 10,975,874 shares outstanding (calculated from cited figures) . |
| Unvested RSUs (as of Mar 31, 2025) | 3,053 (5/23/22), 4,749 (5/17/23), 3,873 (6/4/24); market values $87,987, $136,866, $111,620 respectively . |
| Unvested PSUs/Performance RSAs | 18,316 (FY2022 performance RSA max), 14,246 (FY2023 PSUs max), 7,746 (FY2024 PSUs max); market values $527,867, $410,570, $223,240 . |
| Ownership guidelines | CEO required to hold stock ≥4x base salary; retain 50% of net shares until compliant . |
| Compliance status | As of FY2025 year‑end, all named executive officers were in compliance (including grace‑period cases) . |
| Hedging/pledging | Company prohibits hedging, pledging, and monetization transactions by executives/directors . |
| Insider trading windows | Closed window from quarter end until two full business days after earnings release; event‑specific blackouts may apply . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Auto‑renewing to maintain a 1‑year remaining term; ends at month-end when Malone turns 65 unless otherwise terminated . |
| Non‑compete / non‑solicit | 12‑month non‑compete post‑termination; non‑solicit of customers/employees; confidentiality and IP assignment obligations; mutual non‑disparagement carve‑outs . |
| Involuntary termination (no cause) | Salary continuation for 12 months at higher of current annualized salary or specified rate; payment of accrued prior‑year bonus per plan formula; release required . |
| Change‑in‑control (double trigger) | If terminated within two years after a change in control: lump sum 2.5x salary + target bonus; full acceleration of unvested options/RSUs and PSUs at target; defined contribution top‑up; 18‑month health coverage; 280G “cut‑back” to maximize after‑tax amounts; release required . |
| Estimated payouts (proxy valuation) | Termination following change in control: cash severance $1,500,000; accelerated equity value $917,312; total $2,417,312. Involuntary termination (no cause): continued salary $400,000 . |
| Location / good reason triggers | Relocation >30 miles from Arvada, CO; reduction in total compensation; adverse changes to benefits/bonus plans; failure to assume agreement in a business combination . |
| Clawback policy | Recovery of erroneously awarded compensation adopted Oct 2, 2023 per NYSE/SEC requirements . |
| Tax gross‑ups | Company does not provide tax gross‑ups for executives . |
Director Service and Governance
- Board service: Director since 2025; as CEO, he receives no additional director compensation .
- Committee roles: None listed for Malone; independent directors populate Audit, Compensation, and Nominating & Corporate Governance committees .
- Independence: CEO and Executive Chairman (Thoren) are not independent; majority of board is independent; Lead Independent Director is Jonathan W. Painter .
- Meeting attendance: In FY2025, each then‑serving director attended ≥75% of board and committee meetings; executive sessions led by the Lead Independent Director .
- Director equity grants (context): Independent directors received RSUs (2,934 units; grant FMV ≈ $74,993) vesting after one year; ownership guideline is 5x annual cash retainer .
Multi‑Year Compensation Summary (Malone)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | 312,000 | 341,667 |
| Bonus ($) | 312,396 (includes BN Performance Bonus $62,396 and retention bonus $250,000) | 54,275 (BN Performance Bonus) |
| Stock Awards ($) | 155,994 | 197,988 |
| Non‑Equity Incentive ($) | 249,132 | 195,450 |
| All Other Compensation ($) | 45,486 | 38,637 |
| Total ($) | 1,075,008 | 828,017 |
FY2025 “All Other Compensation” detail:
| Component | FY2025 Amount ($) |
|---|---|
| Insurance | 1,083 |
| 401(k) Matching | 14,317 |
| 401(k) Non‑elective (3.25% eligible comp) | 10,545 |
| Vacation payout | 12,692 |
Grants and Outstanding Equity Detail (Malone)
| Item | Grant/Status | Shares/Units | Value/Notes |
|---|---|---|---|
| FY2025 RSUs | Granted 6/4/2024 | 3,873 | Grant FMV ≈ $98,994 . |
| FY2025 PSUs | Granted 6/4/2024 | 3,873 | Grant FMV ≈ $98,994; vest at 3 years with revenue and ROIC performance . |
| Unvested RSUs | As of 3/31/2025 | 3,053 (5/23/22), 4,749 (5/17/23), 3,873 (6/4/24) | Market values: $87,987; $136,866; $111,620 . |
| Unvested PSUs/Perf RSAs | As of 3/31/2025 | 18,316 (FY2022 perf RSA max), 14,246 (FY2023 PSUs max), 7,746 (FY2024 PSUs max) | Market values: $527,867; $410,570; $223,240 . |
| FY2025 Vested Stock | Shares vested in FY2025 | 2,374; 3,053; 9,525 | Value realized on vesting $69,131; $86,736; $257,651 . |
Compensation Framework, Peer Group & Say-on-Pay
- Pay mix and at‑risk design: Executives receive RSUs and PSUs (50/50); PSUs tied to three‑year cumulative revenue and average ROIC change; heavy variable pay aligns with long‑term performance .
- Annual bonus construction: Weighted metrics for adjusted EBITDA, bookings, and personal goals; linear interpolation; caps at 200% of target; committee discretion for extraordinary items .
- Peer group (context): Astronics, CECO Environmental, DMC Global, Energy Recovery, Gorman‑Rupp, Thermon Group, among others used to inform market competitiveness .
- Consultant: F.W. Cook engaged for competitive benchmarking .
- Say‑on‑pay: 2024 approval ≈99% of votes cast .
Related Party Transactions (context)
Barber‑Nichols leases facilities/equipment from Ascent Properties, LLC (majority interest held by Executive Chairman Daniel J. Thoren); FY2025 lease payments ≈$1.0 million; remaining obligations ≈$4.8 million as of Mar 31, 2025 .
Investment Implications
- Strong alignment through PSUs with three‑year revenue and ROIC metrics and robust stock‑ownership/holding requirements (CEO 4x salary; 50% net shares retained) should incentivize multi‑year value creation and reduce near‑term selling pressure; hedging/pledging is prohibited .
- FY2025 results show improving profitability (Adjusted EBITDA used for incentives at $26.7m) and high personal goal achievement (155%), supporting above‑target bonus outcomes for Malone’s FY2025 role while maintaining capped payouts and clawback protections .
- Double‑trigger change‑in‑control economics (2.5x salary+target bonus plus accelerated equity) are standard in small‑cap industrials but represent potential deal‑related costs; proxy estimates suggest total CIC package ≈$2.42m including accelerated equity .
- Governance mitigants include separation of CEO and Executive Chairman roles, Lead Independent Director oversight, and majority‑independent board/committees; CEO receives no director fees, limiting pay stacking .