Michael E. Dixon
About Michael E. Dixon
Michael E. Dixon (age 44) is Vice President and General Manager – Barber‑Nichols at Graham Corporation, appointed June 2025 after serving as General Manager from February–June 2025 and Director of Sales & Marketing from September 2022–February 2025; earlier roles at Barber‑Nichols included Sales Engineering Manager and Sales Engineer, following engineering positions at Sundyne and ESS Metron . He holds a B.S. in Mechanical Engineering from Northern Illinois University . Company performance context during FY2025: net sales $209.9M (+13% y/y), net income $12.2M (+168% y/y), orders $231.1M (110% of net sales), framing incentive pay levers for executives . Graham’s TSR and pay-versus-performance disclosures show cumulative TSR progression and CAP mechanics for executives; see the Pay vs Performance section for company-wide context .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graham Corp (Barber‑Nichols) | Vice President & General Manager – Barber‑Nichols | Jun 2025–present | Leads BN P&L and execution under corporate growth strategy . |
| Graham Corp (Barber‑Nichols) | General Manager – Barber‑Nichols | Feb 2025–Jun 2025 | Leadership transition; operational oversight of BN . |
| Graham Corp (Barber‑Nichols) | Director of Sales & Marketing | Sep 2022–Feb 2025 | Expanded technical capabilities and secured major contracts in space/aerospace/defense . |
| Graham Corp (Barber‑Nichols) | Sales Engineering Manager | Jul 2021–Sep 2022 | Led sales engineering function . |
| Graham Corp (Barber‑Nichols) | Sales Engineer | Oct 2018–Jul 2021 | Technical sales for turbomachinery solutions . |
| Sundyne | Application Engineer; Application Engineering Manager | Jan 2013–Oct 2018 | Applications engineering leadership . |
| ESS Metron | Product Manager – Packaged Pumping Systems | May 2011–Dec 2012 | Product management in pumping systems . |
External Roles
- Not disclosed for Dixon in company filings reviewed. (No external board/committee roles found) .
Fixed Compensation
| Component | FY2025 (effective dates) | FY2026 Target | Notes |
|---|---|---|---|
| Base Salary ($) | Increased to $300,000 effective June 10, 2025 | Not separately disclosed | Management transition set Dixon’s annual base salary to $300,000 on 6/10/2025 . |
| Target Annual Cash Bonus (% of base) | Not disclosed for FY2025 | 50% | Dixon eligible under Cash Bonus Program with 50% target for FY2026 . |
Performance Compensation
Annual Cash Incentive Structure (Program mechanics)
| Metric | Weighting | Threshold | Target | Maximum | FY2025 Actual (company/divisions) | Payout Mechanics |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 50% (for corporate NEOs) | $18.9M | $25.3M | $37.9M | $26.7M | 50/100/200% of target, linear interpolation . |
| Consolidated Bookings | 20% (for corporate NEOs) | $187.2M | $234.0M | $280.8M | $231.1M | 50/100/200% of target, linear interpolation . |
| Divisional Adjusted EBITDA – BN/P3 | 35% (for applicable divisional execs) | $13.8M | $18.4M | $27.6M | $13.8M | Awarded at threshold given ~0.1% below threshold . |
| Divisional Bookings – BN/P3 | 14% (for applicable divisional execs) | $82.4M | $103.0M | $123.6M | $148.9M | Above maximum . |
| Personal Goals | 30% | Individually set | Individually set | Individually set | Achievements ranged 65%–155% for NEOs (context) . |
Notes:
- FY2025 target bonus levels for NEOs: CEO 100% of base; others 50%; max payout capped at 200% of target . Dixon’s participation begins FY2026 with 50% target .
- Adjusted EBITDA reconciliation provided in Appendix A (adds back BN bonus, stock comp, ERP costs; subtracts acquisition income) .
Long-Term Equity Incentives (RSUs/PSUs)
| Award Type | FY2026 Eligibility | Metric/Terms | Vesting |
|---|---|---|---|
| RSUs | Dixon eligible; L-T Percentage 60% | Time-vesting retention | Equal installments over 3 years from grant date, subject to continued employment . |
| PSUs | Dixon eligible; L-T Percentage 60% | 50% three-year cumulative revenue; 50% three-year average ROIC change vs FY2024; linear interpolation, no payout below thresholds | Cliff vest at third anniversary upon performance certification and continued employment . |
Clarification on L-T %: The CD&A management transition noted 50% L-T target initially; fiscal 2026 section confirms Dixon’s L-T Percentage at 60% for FY2026 awards .
Equity Ownership & Alignment
- Beneficial ownership: Dixon’s individual share ownership is not listed in the “Security Ownership of Management” table (which covers directors and named executive officers only); no specific holdings disclosed for Dixon in reviewed filings .
- Hedging/pledging: Company policies strictly prohibit executive officers and directors from hedging or pledging Graham securities; event-specific blackout periods and trading windows apply, reducing misalignment risk .
- Stock ownership guidelines: Formal guidelines require CEO at least 4x salary, other named executive officers 2x salary, with 50% net shares retention until compliant; Dixon is not a named executive officer in FY2025 disclosures, and no separate guideline disclosure for him was found .
- Form 4/Insider activity: Attempted to fetch Dixon’s Form 4 transactions via insider-trades skill for 2024–2025; request was unauthorized (HTTP 401), so no current insider trade data available to quantify selling pressure. If desired, we can re-run with valid access to capture transactions and post-transaction ownership. (Tool attempt documented.)
Employment Terms
- Contract: No Dixon-specific employment agreement was filed in the reviewed period; 8-K exhibits included amended and restated agreements for Thoren (Executive Chairman) and Malone (CEO), not Dixon .
- Non-compete/Non-solicit: Company employment agreements for senior executives include 12‑month non-compete/non-solicit, confidentiality, and IP assignment provisions; while typical for executives, Dixon’s specific covenants were not disclosed in filings reviewed .
- Severance/Change in Control: No Dixon-specific severance or CIC economics disclosed. For context, other executive agreements provide 12 months’ salary continuation upon involuntary termination and 2.0–2.5x salary+target bonus upon termination within two years post‑CIC, plus accelerated vesting and health coverage, subject to 280G cutback; not asserted for Dixon absent disclosure .
Compensation Structure Analysis
- Increased at‑risk pay: Dixon’s FY2026 incentive mix introduces 50% cash bonus target and 60% L‑T equity target, raising performance sensitivity and retention hooks via multi‑year vesting .
- Shift to RSUs/PSUs: Company uses RSUs/PSUs since FY2023; PSUs embed three‑year revenue and ROIC change, strengthening pay-for-performance linkage and capital efficiency focus .
- Policy safeguards: No tax gross‑ups; double-trigger CIC vesting; clawback policy adopted Oct 2, 2023; prohibition on hedging/pledging supports alignment .
- Peer benchmarking: Compensation Committee references a peer set spanning aerospace/industrial names (e.g., Astronics, CECO, Thermon, DMC Global) when calibrating levels/design, helping manage inflation risk and market competitiveness .
Performance & Track Record
- Leadership outcomes: Press release highlights Dixon’s role in expanding technical capabilities and winning major contracts across space/aerospace/defense markets, supporting BN’s growth platform under Graham’s diversification strategy .
- Company delivery: FY2025 achievements in net sales growth (+13%), margin expansion via net income (+168%), and strong orders underpin incentive calibration and future PSU goalposts .
Risk Indicators & Red Flags
- Related party transactions: BN leases with Ascent Properties (majority interest held by Executive Chairman Daniel J. Thoren) totaled ~$1.0M in FY2025; remaining obligations ~$4.8M; no Dixon-related RPTs disclosed .
- Governance and say‑on‑pay: 2024 say‑on‑pay approval ~99% indicates broad shareholder support for pay designs; no low support or compensation controversies noted .
- Legal/hedging/pledging: No legal proceedings or pledging by Dixon disclosed; hedging/pledging prohibited by policy .
Equity Ownership & Incentive Tables
FY2026 Targets (Dixon)
| Metric | FY2026 Target | Vesting/Measurement |
|---|---|---|
| Target Annual Cash Bonus (% of salary) | 50% | Company’s Cash Bonus Program; metrics include consolidated/divisional Adj. EBITDA and bookings with personal goals . |
| Long‑Term Incentive (RSUs+PSUs) – L‑T Percentage | 60% of base salary | RSUs 3‑year ratable vest; PSUs 3‑year cliff vest on revenue and ROIC change . |
FY2025 Cash Bonus Program Metrics (Company Context)
| Performance Measure ($M) | Threshold | Target | Maximum | Actual FY2025 |
|---|---|---|---|---|
| Consolidated Adjusted EBITDA | $18.9 | $25.3 | $37.9 | $26.7 |
| Consolidated Bookings | $187.2 | $234.0 | $280.8 | $231.1 |
| Divisional Adj. EBITDA – Graham Mfg | $9.4 | $12.5 | $18.8 | $19.3 |
| Divisional Bookings – Graham Mfg | $104.8 | $131.0 | $157.2 | $82.2 |
| Divisional Adj. EBITDA – BN/P3 | $13.8 | $18.4 | $27.6 | $13.8 (awarded at threshold) |
| Divisional Bookings – BN/P3 | $82.4 | $103.0 | $123.6 | $148.9 |
Employment Terms Table (Context for senior executives; Dixon-specific terms not disclosed)
| Provision | Typical Term (from CEO/Chair/CFO agreements) | Notes |
|---|---|---|
| Involuntary termination (no cause) | 12 months salary continuation; accrued bonus payment methodology | For Thoren/Malone/Thome/Smith; not disclosed for Dixon . |
| CIC termination (double-trigger) | 2.0–2.5x salary + target bonus; accelerated RSU/PSU vesting at target; 18 months health coverage; 280G cutback | For Thoren/Malone/Thome; not disclosed for Dixon . |
| Non‑compete/Non‑solicit | 12 months | Senior executive agreements reviewed; Dixon not disclosed . |
| Clawback | Policy effective Oct 2, 2023 | Applies to executive officers . |
Investment Implications
- Alignment: Dixon’s FY2026 incentive design (50% cash bonus, 60% L‑T equity) ties pay to EBITDA/bookings and multi‑year revenue/ROIC, supporting retention and performance alignment at BN as Graham scales defense/space exposure .
- Execution levers: BN’s outsized FY2025 divisional bookings (>max) and threshold EBITDA outcome suggest strong demand with margin capture as a key 2026 focus under Dixon’s leadership .
- Risk checks: No hedging/pledging permitted; clawback in place. Lack of disclosed severance/CIC terms for Dixon reduces explicit parachute risk but also introduces unknowns. Related party leases sit outside Dixon’s remit .
- Trading signals: Without recent Form 4 data, insider selling pressure for Dixon cannot be assessed here; recommend refreshing insider‑trades retrieval to monitor any grants, sales, or withholding around vest dates.
References: Executive officers and compensation framework ; press release background and education ; ownership/governance/say-on-pay ; RPTs ; EBITDA reconciliation .