GRAHAM CORP (GHM)
Sector: Industrials
2026 Annual Meeting Analysis
GRAHAM CORP · Meeting: August 25, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of three director nominees
Barber has served since 2011 and brings relevant executive and technical industry experience; GHM's 3-year price return of 716.2% vastly exceeds the XLI ETF fallback threshold of 80 percentage points above the ETF's 73.2% return (gap of +643pp), so the TSR trigger does not fire, and no other policy concerns apply.
Gregorio joined in 2025, which is within 24 months of the meeting, making him exempt from the TSR trigger under the new-director exemption; his background in industrial and chemical processing brings relevant expertise to the board.
Stoner has served since 2022 and brings deep defense, space, and U.S. Navy expertise highly relevant to GHM's core markets; the TSR trigger does not apply given GHM's extraordinary 716.2% 3-year return far exceeds the XLI ETF fallback threshold, and attendance was at least 75% per the proxy.
All three nominees pass policy screens: GHM's 3-year total shareholder return of 716.2% exceeds the XLI ETF fallback threshold by +643 percentage points (threshold is 80pp for strong-positive absolute TSR), so the TSR underperformance trigger does not fire for any director; Gregorio is additionally exempt as a director appointed within the past 24 months; no overboarding, attendance, independence, or familial-relationship concerns were identified.
Say on Pay
✓ FORCEO
Daniel J. Thoren
Total Comp
$1,853,374
Prior Support
96%%
The prior year say-on-pay vote received approximately 96% support, well above the 70% threshold that would require a response, and no structural concerns were raised. The compensation program uses a meaningful mix of variable pay — approximately 69% of the CEO's target pay is at risk through annual cash incentives and equity awards split equally between time-vesting stock and performance stock awards tied to three-year revenue and return-on-invested-capital goals — which satisfies the policy's pay-mix requirement. GHM's stock has delivered a 716.2% three-year return, far outpacing the XLI ETF benchmark, indicating that above-benchmark incentive pay, if any, is well-supported by the company's exceptional shareholder returns.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for a $1.2 billion market cap company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy (absence of tenure data defaults to FOR with a minor negative note); no fee data was included in the provided filing text so the non-audit fee ratio trigger cannot be evaluated, and no material restatements were identified.
Overall Assessment
Graham Corporation's 2026 annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under this policy. The company's extraordinary stock performance (716.2% three-year price return versus XLI's 73.2%) eliminates TSR concerns for all directors, the compensation program is well-structured with strong shareholder support history, and Deloitte & Touche LLP is an appropriate auditor for the company's size, though tenure and fee data were not available in the provided filing text.