| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Thome Employment Agreement
As of March 7, 2022, Graham Corporation (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Christopher Thome, age 50. Pursuant to the Employment Agreement, Mr. Thome will serve as the Company’s Vice President - Finance and Chief Financial Officer commencing April 4, 2022 for a term of one year, subject to automatic renewal periods until the Employment Agreement is terminated or Mr. Thome attains the age of 65. Mr. Thome will be entitled to an initial base salary rate of $290,000 per year.
Mr. Thome will be eligible to receive bonuses and awards under the Company’s bonus plans or arrangements as may be in effect from time to time, including the Company’s Annual Executive Cash Bonus Plan, and may participate in any long-term incentive compensation plan generally made available to similarly situated executive officers of the Company in accordance with and subject to the terms of such plans, including the Company’s Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives. Mr. Thome is also eligible for the Company’s standard benefit plans.
The Employment Agreement provides that, upon termination without cause, or if Mr. Thome resigns because of the Company’s material breach of the Employment Agreement, the Company will provide him compensation due him through the date of termination, including any accrued bonus, and continue his base salary for 12 months following such termination. The Employment Agreement also provides that, if following a change in control of the Company, Mr. Thome’s employment is terminated by the Company without cause, or if Mr. Thome resigns in certain situations set forth in the Employment Agreement, the Company will make a payment to Mr. Thome in an amount equal to two times the sum of Mr. Thome’s annual salary and his target annual bonus at the time of his termination or resignation.
In addition, if Mr. Thome’s employment with the Company is terminated for any reason, he will be subject to a 12-month covenant not to compete with the Company, not to interfere in certain of the Company’s business relationships, not to disparage the Company, and not to disclose to anyone the Company’s confidential information. The Employment Agreement also contains customary releases, covenants, and confidentiality provisions.
Prior to joining the Company, Mr. Thome served as Corporate Controller and Treasurer of Allied Motion Technologies Inc., a producer of precision and specialty motion control components and systems, since February 2020 and held progressively advancing roles at Integer Holdings Corporation, a provider of advanced medical device outsourcing, from July 2006 to February 2020, including Senior Director – Treasurer and Senior Director – Financial Reporting, Treasury Operations and Shared Services. Mr. Thome is a certified public accountant.
There are no family relationships between Mr. Thome and any of the Company’s directors or executive officers and there are no transactions reportable pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Mr. Thome.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
