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Executive
Compensation Fiscal Year 2023 Grants of Plan-Based Awards |
certain payments to Mr. Thoren in the event we terminate his employment without cause or upon the occurrence of certain events relating to a change in control of the Company, as described
under Involuntary Termination and Termination Following a Change in Control under the heading Potential Payments Upon Termination or Change in Control.
In addition, if Mr. Thorens employment with us is terminated for any reason, he will be subject to a covenant not to disclose to anyone our confidential
information as well as a 12-month covenant not to compete with us and not to interfere in certain of our business relationships.
The Restated Employment Agreement also provides that we will indemnify Mr. Thoren for all acts or omissions and for any suits brought against him which relate to
duties he performed in good faith for us.
Pursuant to his employment agreement, Mr. Thoren was entitled to receive a retention bonus of $730,000 as of
June 1, 2023.
Christopher J. Thome. As of March 7, 2022, we entered into an Employment Agreement, effective as of April 4, 2022 with
Mr. Thome, our Vice President Finance, Chief Financial Officer, Chief Accounting Officer and Corporate Secretary. Mr. Thomes agreement has a term of one year, subject to automatic renewal periods until the agreement is
terminated or Mr. Thome attains the age of 65. Mr. Thomes initial base salary rate pursuant to the agreement was $290,000 per year. The agreement also provides for us to make certain payments to Mr. Thome in the event we
terminate his employment without cause or upon the occurrence of certain events relating to a change in control of the Company, as described under Involuntary Termination and Termination Following a Change in Control under
the heading Potential Payments Upon Termination or Change in Control.
In addition, if Mr. Thomes employment with us is terminated for any
reason, he will be subject to a covenant not to disclose to anyone our confidential information as well as a 12-month covenant not to compete with us and not to interfere in certain of our business
relationships.
The agreement also provides that we will indemnify Mr. Thome for all acts or omissions and for any suits brought against him which relate to
duties he performed in good faith for us.
Matthew Malone. As of June 1, 2021, we entered into an employment agreement with Mr. Malone. The agreement
provides that Mr. Malone will receive an annual minimum base salary as well as other customary benefits. Mr. Malones agreement automatically renews such that it always has a one-year term
remaining, unless we or Mr. Malone elect not to extend the term further, in which case the term will end on the first anniversary of the date on which notice of such election not to extend is given. If not terminated sooner, the agreement will
end on the last day of the month in which Mr. Malone turns 65. Mr. Malones initial base salary rate pursuant to the agreement was $250,000 per year.
Pursuant to our employment agreement with Mr. Malone, if his employment with us is terminated for any reason, he will be subject to a covenant not to disclose to
anyone our confidential information as well as a 12-month covenant not to compete with us and not to interfere in certain of our business relationships.
Our employment agreement with Mr. Malone also provides for us to make certain payments to him in the event we terminate his employment without cause as described
below under Involuntary Termination under the heading Potential Payments Upon Termination or Change in Control.
Our employment agreement with
Mr. Malone provides that we will indemnify him for all acts or omissions and for any suits brought against him which relate to duties he performed in good faith for us.
Pursuant to his employment agreement, Mr. Malone was entitled to receive a retention bonus of $250,000 as of June 1, 2023.
In addition, Mr. Malone may receive benefits under the Amended and Restated Performance Bonus Agreement (the Performance Bonus Agreement). As part of our
acquisition of Barber-Nichols, LLC (Barber-Nichols), we entered into a contingent earn-out agreement dependent upon certain financial measures of Barber-Nichols post-acquisition. In the second
quarter of fiscal 2022, the earn-out agreement was terminated and replaced with the Performance Bonus Agreement. The Performance Bonus Agreement provides certain employees of Barber-Nichols, including
Mr. Malone, with performance-based cash awards based on the achievement of Barber-Nichols performance objectives for fiscal years ending March 31, 2024, 2025 and 2026 and can range between $2,000,000 to $4,000,000 per year. The awards will
be distributed among those certain employees eligible to participate at the time the bonus payment is made by the Company.
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GRAHAM CORPORATION 2023 PROXY STATEMENT |