Troy A. Stoner
About Troy A. Stoner
Independent director of Graham Corporation since 2022; age 61; currently Senior Director, Electronic & Intelligence Systems within Boeing Defense, Space & Security’s Space Intelligence & Weapons Systems division (since March 2025). Former CEO of Argon ST (a Boeing subsidiary) and retired U.S. Navy officer after 30 years, bringing deep defense/space systems and U.S. Navy procurement expertise to GHM’s board . He is designated independent under NYSE standards and serves on the Compensation Committee and the Nominating & Corporate Governance Committee; his current term expires in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boeing Defense, Space & Security (Space Intelligence & Weapons Systems) | Senior Director, Electronic & Intelligence Systems | Mar 2025–present | Defense/space electronics leadership; systems strategy depth |
| Boeing Defense, Space & Security | Director, Electronic Systems | Jun 2023–Mar 2025 | Electronic systems leadership |
| Argon ST (Boeing subsidiary) | Chief Executive Officer | Apr 2020–May 2023 | Systems engineering leadership; defense customer exposure |
| Boeing (Strategy; Global Sales & Marketing; Missions & Payloads) | Senior Manager/Program Manager roles | 2015–2020 (various) | Strategy, autonomous systems, maritime representation |
| U.S. Navy | Officer | 30 years (retired) | Extensive Navy operations and procurement insight |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Boeing Defense, Space & Security | Senior Director, Electronic & Intelligence Systems | Employment | Current operating role; not a disclosed related-party transaction with GHM |
Board Governance
- Independence: Board determined Stoner is independent under NYSE rules .
- Committees: Compensation Committee; Nominating & Corporate Governance Committee; no chair roles disclosed .
- Attendance: During FY2025 the Board met 6 times; CC met 6; NCGC met 4; each then-serving director attended ≥75% of meetings of the Board and committees on which they served .
- Annual meeting: Policy requires director attendance; all then-serving directors attended 2024 annual meeting (except one director whose service ended) .
- Board structure: Lead Independent Director is Jonathan W. Painter; executive sessions held with only independent directors .
Fixed Compensation
| Item | FY2025 | FY2026 Policy Update |
|---|---|---|
| Annual cash retainer (policy) | $55,000 | $57,000 |
| Fees earned in cash (actual – Stoner) | $56,250 | — |
| Committee chair fees (policy) | Audit Chair $15,000; Comp Chair $12,500; NCGC Chair $7,000 | NCGC Chair $12,500; Lead Independent Director receives former Chair-of-Board fee |
| Meeting fees | Not disclosed (no per-meeting fees noted) | — |
Performance Compensation
| Equity Vehicle | Grant Date | Units | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jun 4, 2024 | 2,934 | $74,993 | Vests on first anniversary of grant | Elected to defer until separation from Board |
Director equity is time-vested (no performance conditions). No options or performance share units are part of the director program per FY2025 disclosure .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in GHM’s 2025 proxy for Stoner . |
| Private/nonprofit boards | Not disclosed . |
| Potential interlocks/conflicts | Senior role at Boeing; GHM serves defense/space end-markets. No related-person transactions involving Stoner or Boeing disclosed; Audit Committee reviews any such transactions if they arise . |
Expertise & Qualifications
- Defense/space systems leadership, U.S. Navy operations and procurement processes; strategy and program management in autonomous systems and electronic systems .
- Board lists his qualifications as strategy, leadership, operations in defense/space and extensive U.S. Navy knowledge .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Jun 27, 2025) | 16,667 shares; includes 9,327 vested RSUs payable upon separation . |
| Percent of class | <1% (omitted in table per company convention) . |
| Unvested RSUs outstanding (Mar 31, 2025) | 2,934 . |
| Options | None outstanding (directors) . |
| Stock ownership guidelines (directors) | 5x annual cash retainer; must retain 50% of net shares until in compliance; all independent directors in compliance (including grace period cases) . |
| Hedging/pledging | Executives and directors prohibited from hedging/pledging company stock under policy . |
Governance Assessment
- Board effectiveness: Independent director with domain expertise aligned to GHM’s Defense and Space growth vectors; active on CC and NCGC; adequate attendance and engagement per FY2025 disclosures .
- Alignment: Director pay balanced between cash and time-vested RSUs; 5x retainer ownership guideline and anti-hedging/pledging policy enhance alignment .
- Conflicts/related-party risk: No related-person transactions disclosed involving Stoner; Audit Committee oversight procedures in place. Monitor potential customer/supplier interactions given Boeing employment for timely recusal if applicable .
- Signals: Use of independent compensation consultant (F.W. Cook) for executive pay; robust say‑on‑pay support (99% in 2024) suggests generally favorable investor sentiment toward compensation governance (contextual to board oversight) .
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Cash fees (Stoner) | $56,250 |
| Equity grant (RSUs) | $74,993 |
| Total | $131,243 |
Equity Detail (Director Program)
| Attribute | Value |
|---|---|
| Annual director RSU grant date | Jun 4, 2024 |
| Units per independent director | 2,934 |
| Vesting | 1-year cliff (first anniversary) |
| Deferral | Stoner elected to defer delivery until separation |
| FY2026 director RSU grant value (policy) | $77,000 |
Board Governance – Committee Participation (FY2025)
| Committee | Stoner Role | Meetings Held FY2025 |
|---|---|---|
| Compensation Committee | Member | 6 |
| Nominating & Corporate Governance | Member | 4 |
Risk Indicators & Red Flags
- Related-party transactions: None disclosed for Stoner; broader company disclosure notes leases with an entity affiliated with the Executive Chairman (not Stoner), reviewed by Audit Committee .
- Attendance: At least 75% threshold met by all then-serving directors in FY2025 .
- Hedging/pledging: Prohibited for directors, reducing alignment risk concerns .
- Potential conflict watchpoint: Employment at Boeing (a major defense player) alongside GHM’s defense/space exposure; no disclosed conflicts or transactions, but monitor for recusals on any Boeing-related matters .
No additional compensation anomalies, director option repricings, pledging, or legal proceedings involving Stoner are disclosed in the 2025 proxy .