Mauro Gregorio
About Mauro Gregorio
Mauro Gregorio joined Graham Corporation’s Board on September 1, 2025, for a term expiring at the 2026 annual meeting. He is a former President of the Performance Materials & Coatings division at Dow Inc., with prior leadership of Consumer Solutions and Energy Solutions, and holds a B.S. in Chemical Engineering (Escola de Engenharia Mauá, São Paulo) and an MBA from Northwood University. He will participate in GHM’s non-employee director compensation program and received time-vesting RSUs upon appointment. No related-party transactions requiring Item 404(a) disclosure were identified.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | President, Performance Materials & Coatings | Feb 2020 – Apr 2024 | Led ~$10B segment; global operational leadership |
| Dow Consumer Solutions | Business President | Jun 2016 – Feb 2020 | Led consumer-focused specialty materials businesses |
| Dow Silicone Corporation | CEO | Jun 2016 – Apr 2024 | Oversaw silicones operations and portfolio |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Materials | Director | Current (as of Sep 2025) | Not disclosed |
| Radius Recycling (formerly Schnitzer Steel) | Director | Most recent prior service | Not disclosed |
Board Governance
- Appointment and term: Appointed August 28, 2025, effective September 1, 2025; term ends at the 2026 annual meeting.
- Committee assignments: Not appointed to any Board committees at the time of joining.
- Independence/compensation framework: Will participate in non-employee director compensation arrangements; received time-vesting RSUs upon appointment.
- Conflicts: Company is not aware of any transactions requiring related-party disclosure under Item 404(a).
- Board attendance norms: In FY2025, the Board met 6 times; Audit 4; Compensation 6; Nominating & Corporate Governance 4; all then-serving directors attended ≥75% of their meetings (contextual benchmark; Gregorio joined after FY2025).
- Hedging/pledging policy: Company policies strictly prohibit directors from engaging in hedging, pledging, or monetization transactions in Company securities.
Fixed Compensation
| Component | FY2025 | FY2026 | Notes |
|---|---|---|---|
| Annual Cash Retainer ($) | $55,000 | $57,000 | Payable quarterly; Gregorio to receive same retainer structure during service period. |
| Additional Fees – Chair of Board/Lead Independent Director ($) | Chair: $50,000 | Lead Independent Director: $50,000 (same as prior Chair fee) | Not applicable to Gregorio unless appointed. |
| Additional Fees – Audit Chair ($) | $15,000 | $15,000 | Not applicable unless appointed. |
| Additional Fees – Compensation Chair ($) | $12,500 | $12,500 | Not applicable unless appointed. |
| Additional Fees – Nominating & Corp Gov Chair ($) | $7,000 | $12,500 | Not applicable unless appointed. |
| Director RSUs – Annual Grant Value ($) | ~$74,993 | $77,000 | Independent director RSUs; typical vest on first anniversary of grant. |
| Gregorio Appointment RSUs – Grant Value ($) | $44,917 | — | Time-vesting RSUs for service to 2026 annual meeting. |
Performance Compensation
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| Financial/TSR/ESG targets | No | Independent director awards are time-vesting RSUs; no performance metrics disclosed for director equity. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Eagle Materials – Director |
| Recent public boards | Radius Recycling – Former Director |
| Interlocks with GHM ecosystem | None disclosed; Company reports no related-party transactions under Item 404(a). |
Expertise & Qualifications
- Deep industrial and energy/process market experience; operational excellence across global businesses (Europe, LatAm, U.S.).
- Former divisional president roles at Dow across Performance Materials & Coatings, Consumer Solutions, and Energy Solutions.
- Education: B.S. Chemical Engineering (Escola de Engenharia Mauá), MBA (Northwood University).
Equity Ownership
- Director stock ownership guidelines: Independent directors must hold common stock equal to at least 5x the annual cash retainer; required to retain 50% of net shares from award vesting until compliant; expected to reach compliance within five years (plus a two-fiscal-year grace period if targets rise).
- Compliance status: As of FY2025 year-end, all independent directors were in compliance (includes those within grace period; Gregorio joined after FY2025).
- Trading restrictions: Hedging, pledging, and monetization transactions are prohibited for directors.
Governance Assessment
- Positive signals: Seasoned operator in adjacent industrial markets, bringing process, energy, and global execution expertise to GHM’s Defense/Energy/Space end markets. Appointment structured under non-employee director compensation with time-vesting RSUs and quarterly cash retainer, aligning director incentives with shareholder value creation and ownership guidelines.
- Independence and conflict oversight: No related-party transactions requiring Item 404(a) disclosure identified at appointment, supporting independence; strong director ownership and anti-hedging/pledging policies further align interests.
- Near-term watch items: No committee assignments at appointment—monitor subsequent committee placement for Audit/Comp/NCGC contributions and engagement; attendance benchmarks for Board/committee meetings are well-established.
RED FLAGS: None disclosed related to related-party transactions, hedging/pledging, or attendance for Gregorio as of appointment.