Graham (NYSE: GHM) reshapes leadership as Thoren retires, Painter returns as chair
Rhea-AI Filing Summary
Graham Corporation announced that Daniel J. Thoren retired from his roles as Executive Chairman and director effective June 15, 2026, and will serve as a Strategic Advisor through June 15, 2027. The company stated his decision was not due to any disagreement over operations, policies, or practices.
Under a Transition and Retirement Agreement, Thoren’s prior employment agreement was terminated and he will receive a $150,000 annual base salary during the transition period, with continued eligibility for standard employee benefits but no participation in short- or long-term incentive plans. His outstanding PSUs and RSUs will continue to vest under existing terms.
Graham also entered into a similar Transition and Retirement Agreement with Alan E. Smith, former Vice President and General Manager of Graham Manufacturing, who moves into a Strategic Advisor role on an at-will basis with a $150,000 annual base salary and continued vesting of outstanding PSUs and RSUs. The Board reappointed Jonathan W. Painter as Chairman, providing governance continuity as the CEO succession plan progresses.
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Insights
Orderly, pre-planned leadership transitions with advisory roles and stable board structure.
Graham Corporation has formalized the next phase of its succession plan by moving former Executive Chairman Daniel Thoren and former Graham Manufacturing leader Alan Smith into Strategic Advisor roles, each with defined duties and compensation during a transition period.
The filing emphasizes that Thoren’s departure from executive and board roles is not due to disagreement, and that his and Smith’s PSUs and RSUs continue to vest under existing terms. This structure supports continuity of institutional knowledge while clarifying that incentive opportunities shift away from new short- and long-term awards.
Reappointing Jonathan Painter as Chairman, after previously serving in that role and then as Lead Independent Director, underscores a focus on governance continuity. Future company filings may provide additional financial context on the transition’s cost impact and how ongoing advisory contributions support strategic and business development initiatives.
8-K Event Classification
Key Figures
Key Terms
Strategic Advisor financial
performance-vesting restricted stock unit awards financial
Transition and Retirement Agreement financial
short-term or long-term incentive plans financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Thoren Resignation
On June 15, 2026, Daniel J. Thoren notified Graham Corporation (the “Company”) of his intention to step down from his positions as the Company’s Executive Chairman and as a director, effective as of June 15, 2026. Mr. Thoren’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Thoren Agreement
On June 15, 2026, the Company and Mr. Thoren entered into a transition and retirement agreement (the “Thoren Agreement”). Pursuant to the Thoren Agreement, the amended and restated employment agreement, dated February 5, 2025, between the Company and Mr. Thoren was terminated, Mr. Thoren resigned as the Company’s Executive Chairman and as a director, and Mr. Thoren transitioned into the role of Strategic Advisor on an at-will basis until June 15, 2027 (the “Transition Period”). During the Transition Period, Mr. Thoren will support the Company’s President and Chief Executive Officer in an advisory role by further transitioning his knowledge and expertise to the Company, advising on assigned strategic initiatives, performing business development activities, mentoring and coaching leaders, and performing such other duties as the Company’s President and Chief Executive Officer may reasonably request.
During the Transition Period, Mr. Thoren will receive an annual base salary of $150,000 and will continue to be eligible to participate in such other benefits (including health insurance) of the Company that may be in effect from time to time and as may be available to other similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Mr. Thoren will not be eligible to participate in the Company’s short-term or long-term incentive plans during the Transition Period. Mr. Thoren’s outstanding unvested performance-vesting restricted stock unit awards (“PSUs”) and time-vesting restricted stock unit awards (“RSUs”) will continue to vest during the Transition Period, subject to all applicable terms of any such awards.
In the event of Mr. Thoren’s termination for reasons other than death, disability or cause, or his resignation because of a material breach of the Thoren Agreement by the Company that remains materially uncured after 30 days’ prior written notice, then his outstanding, unvested RSUs will remain outstanding and continue to vest until June 16, 2027 and his outstanding, unvested PSUs will remain outstanding until the performance conditions have been determined and will vest as if he had been employed until June 16, 2027 in accordance with the terms and conditions of the Thoren Agreement. After the last date of Mr. Thoren’s employment, whether by retirement or on written notice by either the Company or Mr. Thoren, Mr. Thoren will, at the reasonable request of the Company, further cooperate with the transition of his knowledge, expertise, work and responsibilities, which may include promptly answering Company inquiries via email or telephone, and may also include brief visits to the Company to assist in the transition of his duties.
Smith Agreement
Further, on June 15, 2026, the Company and Alan E. Smith, former Vice President and General Manager of Graham Manufacturing, entered into a transition and retirement agreement (the “Smith Agreement”). Pursuant to the Smith Agreement, the employment agreement, as amended, dated July 30, 2007, between the Company and Mr. Smith was terminated, and Mr. Smith transitioned into the role of Strategic Advisor on an at-will basis through the Transition Period. During the Transition Period, Mr. Smith will serve in an advisory role supporting the Company’s Vice President and General Manager of Graham Manufacturing, further transitioning his knowledge and expertise to the Company, and performing such other duties as the Company may reasonably assign.
During the Transition Period, Mr. Smith will receive an annual base salary of $150,000 and will continue to be eligible to participate in such other benefits (including health insurance) of the Company that may be in effect from time to time and as may be available to other similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Mr. Smith will not be eligible to participate in the Company’s short-term or long-term incentive plans during the Transition Period. Mr. Smith’s outstanding unvested PSUs and RSUs will continue to vest during the Transition Period, subject to all applicable terms of any such awards. After the last date of Mr. Smith’s employment, whether by retirement or on written notice by either the Company or Mr. Smith, Mr. Smith will, at the reasonable request of the Company, further cooperate with the transition of his knowledge, expertise, work and responsibilities, which may include promptly answering Company inquiries via email or telephone, and may also include brief visits to the Company to assist in the transition of his duties.
The foregoing descriptions of the Thoren Agreement and the Smith Agreement do not purport to be complete and are qualified in their entirety by reference to the Thoren Agreement and the Smith Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the press release dated June 17, 2026 announcing Mr. Thoren’s transition and the appointment of Jonathan W. Painter as Chairman of the Board of Directors is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Transition and Retirement Agreement, dated June 15, 2026, between Graham Corporation and Daniel J. Thoren. | |
| 10.2 | Transition and Retirement Agreement, dated June 15, 2026, between Graham Corporation and Alan E. Smith. | |
| 99.1 | Press Release dated June 17, 2026 describing the transition and appointment of Chairman of the Board of Directors. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Graham Corporation | ||||||
| Date: June 17, 2026 | By: | /s/ Christopher J. Thome | ||||
| Christopher J. Thome | ||||||
| Vice President – Finance, Chief Financial Officer and Chief Accounting Officer | ||||||
Exhibit 99.1
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News Release |
Graham Corporation ¨ 20 Florence Avenue ¨ Batavia, NY 14020
IMMEDIATE RELEASE
Graham Corporation Appoints Jonathan W. Painter as Chairman of the Board
Daniel J. Thoren to Retire and Step Down as Executive Chairman, Continue as Strategic Advisor Through June 2027
BATAVIA, N.Y. June 17, 2026—Graham Corporation (NYSE: GHM), a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and advanced mixing technologies for the defense, space, energy, and process industries, today announced that Jonathan W. Painter has been appointed Chairman of the Board of Directors, effective June 15, 2026. The appointment follows the decision by Daniel J. Thoren to retire and step down from his role as Executive Chairman and as a Director as part of the executive transition plan announced in February last year. Mr. Thoren will continue to serve as a Strategic Advisor to the Company through June 2027 with a focus on business development initiatives.
Mr. Painter previously served as Chairman of the Board until June 2025, when he transitioned to Lead Independent Director as part of the Company’s CEO succession plan. As part of Mr. Thoren’s planned transition, Mr. Painter will reassume the Chairman role, providing governance continuity as the leadership transition has been completed.
Mr. Thoren’s retirement from the Board of Directors marks the next phase of the CEO succession plan announced in February 2025. Following his transition, the Board will return to seven directors, consistent with its prior structure, having been temporarily expanded to eight members to support the leadership transition.
Mr. Thoren transitioned from President and CEO to Executive Chairman in June 2025, focusing on business development activities and working closely with CEO, Matthew J. Malone and the leadership team on strategic initiatives.
Jonathan W. Painter, Chairman of the Board of Directors, said “I am honored to reassume the role of Chairman as we complete the next phase of our planned leadership transition. On behalf of the Board, I want to express our deep gratitude to Dan for his exceptional contributions to Graham Corporation over the last five years. His leadership as CEO and Executive Chairman has been instrumental in positioning the company for continued success. Under Matt’s leadership over the past year, Graham has performed exceptionally well, and I have complete confidence in his vision and ability to drive the company forward. The Board remains committed to supporting Matt and the entire leadership team as we pursue our strategic objectives and create value for our shareholders.”
Daniel J. Thoren, Executive Chairman, said “It has been a privilege to serve Graham Corporation in various leadership roles, and I am incredibly proud of what we have accomplished together. Matt has done an exceptional job since taking over as CEO a year ago, and I have full confidence in his leadership and the strength of the team he has built. Now feels like the right time for me to step back, knowing the Company is in excellent hands, and well-positioned for future growth. I look forward to continuing to support Graham as a Strategic Advisor and completing the initiatives I have been working on.” Mr. Malone assumed the role of President and CEO in June 2025, following a carefully planned succession process. Under his leadership, the Company has delivered strong operational and financial performance.
Graham Corporation Appoints Jonathan W. Painter as Chairman of the Board
June 17, 2026
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About Graham Corporation
Graham is a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and advanced mixing technologies for the Defense, Space, Energy, and Process industries. Graham Corporation and its family of global brands are built upon world-renowned engineering expertise, proprietary technologies, as well as its responsive and flexible service and the unsurpassed quality customers have come to expect from the Company’s products and systems. Graham Corporation routinely posts news and other important information on its website, grahamcorp.com, where additional information on Graham Corporation and its businesses can be found.
Safe Harbor Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “future,” “believe,” “will,” “plan” and other similar words. All statements addressing operating performance, events, or developments that Graham Corporation expects or anticipates will occur in the future, including but not limited to, expected future management personnel changes and the timing of such changes, expected expansion and growth opportunities, and its growth strategy, are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Graham Corporation’s most recent Annual Report filed with the Securities and Exchange Commission (the “SEC”), included under the heading entitled “Risk Factors”, and in other reports filed with the SEC.
Should one or more of these risks or uncertainties materialize or should any of Graham Corporation’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Graham Corporation’s forward-looking statements. Except as required by law, Graham Corporation disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.
For more information:
Christopher J. Thome
Vice President—Finance and CFO
Phone: (585) 343-2216
Tom Cook
Investor Relations
Phone: (203) 682-8250
Tom.Cook@icrinc.com
Source: Graham Corporation