Form 4: Graham Corporation Director Jonathan Painter Reports Routine Equity Transactions

Graham Corporation Director Jonathan W. Painter has reported the vesting and conversion of restricted stock units into common stock, alongside the grant of new restricted stock units, as part of his equity compensation.

Summary

• Jonathan W. Painter, a Director at Graham Corporation (GHM), reported changes in his beneficial ownership of company securities.
• On June 4, 2025, 2,934 restricted stock units (RSUs) vested and were converted into an equal number of common shares of Graham Corporation.
• These 2,934 common shares were acquired at a price of $0, reflecting the nature of RSU conversion.
• Following this transaction, Mr. Painter beneficially owns 32,600 shares of common stock directly.
• This total includes 9,327 vested restricted stock units that will become payable in common stock upon his separation from service as a director.
• Additionally, on June 2, 2025, Mr. Painter was granted 1,956 new restricted stock units under the 2020 Graham Corporation Equity Incentive Plan.
• These newly granted RSUs, which convert into common stock on a one-for-one basis, are expected to vest on June 2, 2026, and become payable upon his separation from service as a director.
• Mr. Painter now directly holds 1,956 derivative securities in the form of restricted stock units.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects standard, expected equity compensation for a director, aligning their interests with shareholders. There are no negative implications from this routine filing.

Positives

• The vesting and grant of restricted stock units align the director's interests with those of shareholders, as his compensation is tied to the company's long-term performance.
• The transactions are part of a pre-existing equity incentive plan, indicating a structured approach to executive and director compensation.

Future Outlook

The document indicates future vesting of 1,956 restricted stock units on June 2, 2026, which will convert into common stock upon the reporting person's separation from service as a director.

Industry Context

These transactions represent routine equity compensation for a director, a common practice across publicly traded companies to incentivize long-term commitment and align management interests with shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a standard practice in corporate governance, aligning with compensation structures seen in companies like General Electric (GE) or Honeywell (HON) which frequently utilize equity awards to incentivize long-term performance and retention.
• The vesting schedule and conversion upon separation are typical features of such plans, comparable to those outlined in the compensation policies of many S&P 500 companies.

Related Party Transactions

• The grant of 1,956 restricted stock units to Director Jonathan W. Painter under the 2020 Graham Corporation Equity Incentive Plan constitutes a related party transaction, which is a standard form of compensation for directors.

Stakeholder Impact

• Shareholders: The equity compensation structure aims to align the director's long-term interests with shareholder value creation, potentially leading to more focused decision-making for the company's benefit.

Next Steps

• The 1,956 restricted stock units granted on June 2, 2025, are expected to vest on June 2, 2026.
• All vested restricted stock units (including the 9,327 previously vested and the 2,934 newly vested) will become payable in common stock upon the reporting person's separation from service as a director.

Key Dates

Keywords

Graham Corp, GHM, Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, RSU, Equity Incentive Plan, Stock Ownership