DEF 14A of Griffon Corp, Jan 27, 2025

DEF 14A of Griffon Corp

Filed Jan 27, 2025 · FY20240000930413-25-000212

Open on EDGAR

  1. Board Composition

    Board Composition We believe that each of our directors should demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s supervision and oversight of the business and affairs of Griffon. We consider the following when selecting candidates for recommendation to our Board: character and business judgment; broad business knowledge; leadership, financial and industry-specific experience and expertise; technology and education experience; professional relationships; diversity; personal and professional integrity; time availability in light of other commitments; dedication; and such other factors that we consider appropriate, from time to time, in the context of the needs or stated requirements of the Board. The directors’ experiences, qualifications and skills that the Board considered in their nomination are included in their individual biographies. The following matrix provides information regarding certain qualifications and experience possessed by the members of our Board, which our Board believes are relevant to our business and industry and provide a range of viewpoints that are invaluable for our Board’s discussions and decision-making processes. The matrix does not encompass all of the qualifications, experiences or attributes of the members of our Board, and the fact that a particular qualification, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular qualification, experience or attribute with respect to any of the members of our Board does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of qualification and experience listed below may vary among the members of the Board.

  2. Board Composition

    | | Public Company Leadership (CEO/ Board) | Senior Leadership (C-Suite Executive or equivalent) | Operations Management | Relevant Industry Experience | Business Owner | Financial, Transactional, Accounting | Investment Asset Management | Legal | | Alpert | | | | | | | | | | Coben | | | | | | | | | | Diao | | | | | | | | | | Grabowsky | | | | | | | | | | Johnson | | | | | | | | | | Kramer | | | | | | | | | | Sight | | | | | | | | | | Stewart | | | | | | | | | | Sullivan | | | | | | | | | | Taylor | | | | | | | | | | Turnbull | | | | | | | | |

  3. Board Composition

    | DIRECTOR BIOGRAPHIES Each nominee for election at the 2025 Annual Meeting of Shareholders currently serves on our Board. |

  4. Board Composition

    | Henry A. Alpert Age: 77 Independent Director Since: 1995 Committee: Nominating and Corporate Governance + Finance | Mr. Henry A. Alpert has been a director since 1995. Mr. Alpert has been President of Spartan Petroleum Corp., a real estate investment firm and a distributor of petroleum products, since 1985. Mr. Alpert is also a director of Boyar Value Fund, a mutual fund (NASDAQ: BOYAX). Mr. Alpert brings to the Board an understanding of the perspectives of public mutual fund stockholders, and experience in operations. | | Jerome L. Coben Age: 80 Lead Independent Director Since: 2020 Committee: Compensation + Finance | Mr. Jerome L. Coben has been a director since 2020. For almost four decades, Mr. Coben was a corporate lawyer focusing on mergers and acquisitions, securities and finance matters and other business transactions. Mr. Coben co-founded the Los Angeles office of Skadden, Arps, Slate, Meagher and Flom LLP in 1983 and remained a partner at Skadden until his retirement from the practice of law in 2008, having served on various national firm management committees. From 2009 to 2011, Mr. Coben was a partner at the Zeughauser Group, a firm that provides management consulting services to law firms. Mr. Coben has served as a director of both public and private corporations and has occupied leadership roles with a variety of non-profit and community organizations, and continues to serve in similar roles today. Through his representation of countless public and private companies in connection with a wide variety of corporate and governance matters and business transactions, Mr. Coben brings to the Board a wealth of experience in advising public and private companies regarding corporate legal matters. |

  5. Board Composition

    | H. C. Charles Diao Age: 67 Independent Director Since: 2022 Committee: Finance | Mr. H. C. Charles Diao has been a Director since February 2022. Since June 2023 Mr. Diao has served as Senior Vice President, Finance and Corporate Treasurer at Bally’s Corporation (NYSE: BALY), an international gaming and interactive entertainment company, with responsibility for and management of corporate finance, global treasury operations, tax, risk management/insurance, and capital markets. From 2012 until 2021, Mr. Diao was Senior Vice President of Finance and Corporate Development and Corporate Treasurer at DXC Technology Company (NYSE: DXC) and Vice President and Corporate Treasurer of its predecessor, Computer Sciences Corporation. From 2008 to 2012, and from 2021 to 2023, Mr. Diao provided strategic and M&A advisory services to corporate clients, and from 2008 to 2012 Mr. Diao was CIO of an investment management firm that managed alternative investments on behalf of institutional family offices. Mr. Diao was formerly a Senior Managing Director at Bear Stearns & Co. where he was Group Head of Special Situations Credit, a partner within the firm’s TMT investment banking practice and a member of the firm’s Investment Banking Committee and IPO Committee. Prior to that, Mr. Diao was Group Head of the Telecom & Media Group at Prudential Securities Inc. where he began his career in mergers & acquisitions and in the Merchant Banking group. Mr. Diao has served on the board of directors of Turning Point Brands, Inc. (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, since 2012, where he is currently Chairman of the Audit Committee and a member of the Nominating and ESG Committee. Mr. Diao has served on the board of directors of Synechron Holdings Ltd., a global provider of digital transformation and technology consulting services focused on major financial institutions, since 2022, where he is currently Chair of the Nominating and Corporate Governance Committee. Mr. Diao also served as a member of the board of directors of television broadcaster and digital media company Media General Inc. (formerly NYSE: MEG), the successor via merger to New Young Broadcasting Holdings Inc., from August 2012 until January 2017. Mr. Diao has been an executive officer at numerous corporations and brings to the Board significant experience in finance and banking. |

  6. Board Composition

    | Louis J. Grabowsky Age: 73 Independent Director Since: 2015 Committee: Audit | Mr. Louis J. Grabowsky has been a Director since 2015. He is a founder and principal of Juniper Capital Management, a financial sponsor that provides capital to high growth potential but under-resourced U.S. entrepreneurial companies. Prior to founding Juniper Capital, Mr. Grabowsky was a partner at Grant Thornton LLP from 2002 to 2014, serving as Chief Operating Officer from 2009 to 2013 and Senior Advisor, Operations from 2013 until his retirement in July 2014. Mr. Grabowsky currently serves on the boards of various portfolio companies in which Juniper Capital is an investor. From 2015 to 2019, Mr. Grabowsky served on the Board of Directors of Cambrex Corporation (NYSE: CBM). Mr. Grabowsky brings to the Board and the Audit Committee an in-depth understanding of the financial reporting, auditing and accounting issues that come before the Board and the Audit Committee. | | Lacy M. Johnson Age: 72 Independent Director Since: 2019 Committee: Compensation + Nominating & Corporate Governance | Mr. Lacy M. Johnson has been a director since 2019. In 2021 Mr. Johnson joined the law firm Taft Stettinius & Hollister LLP, where he is a partner in the Public Affairs Strategies Group and partner-in-charge of the firm’s Washington D.C. office. From 1993 to February 2021, Mr. Johnson was a partner with the law firm of Ice Miller LLP, where his primary practice areas focused on public affairs services and he served as co-chair of the firm’s Public Affairs and Gaming Group. Before joining Ice Miller, Mr. Johnson served as Attorney, Government Relations Services, Sagamore-Bainbridge, Inc., Director of Security for the Indiana State Lottery, liaison with the Indiana General Assembly, and Lt. Colonel and deputy superintendent for Support Services for the Indiana State Police. He is a Democratic National Committeeman and former Lt. Commander of the United States Naval Intelligence Reserves. Mr. Johnson serves on the Board of Directors of Kemper Corporation (NYSE: KMPR). As a practicing attorney for over twenty years, Mr. Johnson brings to the Board broad experience and insight in various aspects of business law; in addition, Mr. Johnson’s background in public affairs and government relations brings a unique perspective to the Board. |

  7. Board Composition

    | Ronald J. Kramer Age: 66 Chairman and CEO, Griffon Since: 1993 Committee: N/A | Mr. Ronald J. Kramer has been our Chief Executive Officer since April 2008, a director since 1993 and Chairman of the Board since January 2018. Mr. Kramer was Vice Chairman of the Board from 2003 until January 2018. From 2002 through March 2008, he was President and a director of Wynn Resorts, Ltd. (NASDAQ: WYNN), a developer, owner and operator of destination casino resorts. From 1999 to 2001, Mr. Kramer was a Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. He currently serves on the Board of Directors of Entain plc (LSE: ENT), and is also a member of the Board of Directors of Franklin BSP Capital Corporation and Franklin BSP Private Credit Fund. Mr. Kramer has been a senior executive officer of a number of corporations and brings to the Board extensive experience in all aspects of finance and business transactions. | | James W. Sight Age: 69 Independent Director Since: 2019 Committee: Audit* | Mr. James W. Sight has been a Director since 2019. He is currently on the Board of Fiduciary Benchmarks Insights, LLC, an independent, private company that provides consulting services to the retirement plan industry. Mr. Sight has been a private investor for over twenty-five years, serving on the boards of numerous public companies, including most recently ImageWare Systems, Inc. (OTCQB: IWSY) from May 2021 to September 2021 and Photomedex, Inc. (formerly NASDAQ: PHMD) from 2010 through 2015. Mr. Sight has over two decades of experience in corporate restructurings and financings, having advised both public companies and creditors in these areas serving as a board member, consultant and on creditors’ committees. From 2007 through 2012, Mr. Sight was a significant shareholder of Feldman Mall Properties, Inc., a real estate investment trust (formerly NYSE: FLMP), and served in the office of the REIT’s President; and from 1998 to 2006, he served as a consultant to LSB Industries (NYSE: LXU). Mr. Sight brings to the Board substantial experience regarding financing matters, as well as the perspective of a long-term investor. |

  8. Board Composition

    | Samanta Hegedus Stewart Age: 49 Independent Director Since: 2018 Committee: Compensation + Nominating and Corporate Governance | Ms. Samanta Hegedus Stewart has been a Director since 2018. Ms. Stewart most recently worked at Egon Zehnder, a preeminent global leadership advisory firm, from March 2022 to October 2024. She was Senior Vice President and Head of Investor Relations at Endeavor, a global leader in sports, entertainment and fashion with a portfolio of companies including WME, IMG and UFC, from February 2019 to January 2021. From 2013 to 2018, she was Head of Investor Relations for Manchester United, an English Premier League football team; Director of Investor Relations at Snap Inc. (NYSE: SNAP), leading the investor relations efforts behind its initial public offering; and Chief Investment Officer of Soho House, a global private membership club and lifestyle brand that features hotels, food and beverage venues, gyms and retail outlets. Prior to such time, Ms. Stewart was Vice President of Investor Relations for Wynn Resorts, Ltd. (NASDAQ: WYNN), a developer, owner and operator of destination casino resorts, for ten years. Ms. Stewart began her career in investment banking at Morgan Stanley. Ms. Stewart brings to the Board important perspectives regarding potential investments and acquisitions, as well as regarding investor relations and media and public relations. | | Kevin F. Sullivan Age: 71 Independent Director Since: 2013 Committee: Audit and Finance | Mr. Kevin F. Sullivan has been a Director since 2013. Mr. Sullivan was a Managing Director at MidOcean Credit Partners, a private investment firm that specializes in U.S. hedge fund investments, from 2013 until his retirement in December 2021. Prior to joining MidOcean in 2013, Mr. Sullivan was a Managing Director with Deutsche Bank, and a predecessor bank, Bankers Trust, from 1980 until November 2012. Mr. Sullivan held positions of increasing responsibility over his 32 years at Deutsche Bank and Bankers Trust, including Global Head for Loan Sales, Trading and Capital Markets; Head of Leveraged Finance—Asia; and last serving as Group Head for Asset Based Lending. He was also a member of the Capital Commitments Committee from 2002 to 2012 and a member of the Equity Investments Committee from 2008 to 2012. Mr. Sullivan serves on the Board of Directors of Studio City International Holdings Limited (NYSE:MSC). Mr. Sullivan’s decades of experience in finance, banking and capital markets allow him to assist the Board in evaluating all aspects of potential financing and capital markets transactions. |

  9. Board Composition

    | Michelle L. Taylor Age: 56 Independent Director Since: 2022 Committee: Audit | Ms. Michelle L. Taylor has been a director since February 2022. Since August 2024, Ms. Taylor has served as Vice President, Supply Chain, of NiSource (NYSE: NI), one of the largest fully-regulated utility companies in the United States. From March 2021 to August 2024, she served as Director, New Product Quality, at Trane Technologies (NYSE: TT), responsible for leading the North America Commercial HVAC New Product Quality Team. Prior to joining Trane, Ms. Taylor spent ten years at Cummins, Inc. (NYSE: CMI), a global power leader, where she held several roles including Executive Director, Global Supplier Quality; Director, North America Defense and Government Sales; and Global Diversity Procurement Director. Prior to joining Cummins, Ms. Taylor held positions at the Allison Transmission Division of General Motors, Ford Motor Company and Delco Remy International, as well as with IC Leadership Training Group, a provider of professional and business development services for small businesses. Ms. Taylor brings to the Board a broad range of industrial experience, particularly in the areas of manufacturing, supply chain management and quality. | | Cheryl L. Turnbull Age: 64 Independent Director Since: 2018 Committee: Compensation | Ms. Cheryl L. Turnbull has been a director since 2018. She is the Senior Director of the Keenan Center for Entrepreneurship at The Ohio State University. Ms. Turnbull has been with Ohio State in a number of different capacities since 2013. From 2009 to 2012, Ms. Turnbull was a founding partner at Capital Transactions, LLC, a corporate advisory firm that partners with senior management teams and corporate boards at privately held companies to consult regarding business strategy, operating and financial plans and funding. Prior to 2012, Ms. Turnbull served in a variety of private equity, venture capital and other investment management roles, and served as a managing director at a merchant bank. Ms. Turnbull currently serves on the boards of directors of a number of non-profit and community organizations. Her extensive experience in working with corporate management teams and boards allows her to assist the Board in a wide array of operational and financial matters. |

  10. Board Composition

    | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ELECTION OF EACH NOMINEE FOR DIRECTOR |

  11. Board Composition

    Note: All ages as of January 1, 2025

  12. Compensation Discussion and Analysis

    | Compensation in Context | Philosophy: Pay for Performance | Company Performance | | – Independent Process – Role of management in Griffon’s business structure – Overall limit on corporate expense, a substantial portion of which relates to compensation | – Alignment of compensation with shareholder interests – Incentivize long-term and short-term performance – Discourage excessive risk taking | – Strong operational results – Strong balance sheet achieved through deleveraging – Substantial Return of Capital to Shareholders | | Shareholder Outreach | Performance Criteria | Structure and Risk Mitigation | | – Comprehensive outreach program – Engagement regarding Griffon’s sustainability program – Responsiveness to shareholder input – Adjustment of performance criteria | – Alignment with shareholders – Multiple operational targets – Stock TSR performance target – Balance sheet objective – Adjustment of objectives in response to shareholder input – NEOs aligned with identical performance criteria | – Cliff vesting of equity awards – Use of multiple performance goals – Vesting of equity awards requires both achievement of performance goals and continued service of the executive – Restriction on selling restricted shares after vesting – two years – Clawback provisions – Stock ownership guidelines | | Compensation Structure | Committee Process | Elements of Compensation | | – Components of compensation balanced – Heavy emphasis on incentive compensation – Compensation reflects diverse management responsibilities | – Use of independent compensation consultant – Review of industrial peers | – Heavily weighted towards performance-based compensation – Significant proportion of equity-based compensation – Balance between long- and short-term incentives |

  13. Griffon’s Compensation in Context

    In evaluating the overall level of compensation paid to our NEOs, we also consider Griffon’s aggregate expense at the corporate level. These expenses ($60.0 million in 2024) were slightly in excess of 2% of consolidated revenue in 2024, increased somewhat from the prior year primarily due to the growth in Griffon’s stock price and the related impact on our Employee Stock Ownership Plan expense. We believe these expenses to be appropriate for the services provided at the corporate level and reasonable considering (a) Griffon’s compact corporate staff, with each of the NEOs undertaking multiple responsibilities, and (b) the additional expense our operating companies would incur without the assistance of the corporate parent. Included in our corporate expense in 2024 is approximately $26.8 million attributable to (i) company-wide use of restricted stock as an incentive, virtually all of which is performance based and subject to continued service, and a substantial portion of which is subject to post-vesting holding periods; and (ii) annual expense related to our Employee Stock Ownership Plan, which covers substantially all U.S. employees at Griffon and its operating subsidiaries. Our practice is to periodically change membership on our standing board committees. The composition of the Compensation Committee has changed in recent years. Samanta Stewart joined the Committee in March 2023. In March 2022, Cheryl Turnbull, who joined the Committee in 2018, became Chair of the Committee; Henry A. Alpert rotated from the Compensation Committee to the Nominating and Corporate Governance Committee; and Lacy M. Johnson became a member of the Compensation Committee. Jerome L. Coben joined the Compensation Committee in early calendar 2021.

  14. Philosophy and Objectives of Our Compensation Program

    | Pay for Performance | • In 2024, over 89% of our CEO’s compensation, and over 78% of our other NEOs’ compensation, was tied to the performance of the Company; see the pie chart on page 54. • We set performance targets and objectives to align with the Company’s operational and strategic plans. • We set performance targets and objectives to align with performance that is most likely to result in attractive returns to our shareholders. • The performance targets and objectives that we set create incentives to maintain and improve the financial strength of the Company, while encouraging strong operational performance. • We set performance target levels that are challenging but attainable and consistent with the business plans reviewed by the Board, so that those targets appropriately motivate and incentivize management. • Performance targets and objectives include both short-term goals to focus management on day-to-day operations, as well as long-term goals that incentivize the long-term creation of shareholder value. | | Alignment | • The performance targets and objectives that we set align with performance that is most likely to result in attractive returns to our shareholders. • Our compensation programs deter excessive risk taking due to the mix of compensation elements, the variety of performance goals, cliff vesting equity awards, post-vesting stock ownership requirements and the potential for compensation clawbacks. | | Industry / Talent Retention | • Our compensation program promotes the retention of our most valued senior executives based on a combination of cliff vesting equity awards and post-vesting holding periods. • The aggregate cost to the Company of senior executive compensation should be comparable to the costs incurred by peer companies in obtaining comparable services. |

  15. Shareholder Outreach

    | Based on the most recent input received from shareholders, ESG was removed as a performance metric for the fiscal 2025 short-term bonus program, which is weighted 80% based on EBITDA and 20% based on working capital. |

  16. Shareholder Outreach

    | During our shareholder engagement program in 2023, the view was expressed that all NEOs should receive restricted stock grants on the same basis to further align the interests of our NEOs. In response to this shareholder input, our CFO and General Counsel now receive restricted stock grants on the same basis as the CEO and COO. |

  17. Shareholder Outreach

    We considered input of our shareholders from prior years in the design of our restricted stock program for our NEOs. Shareholders in prior years had suggested that we consider the use of a return measure, such as return on equity or return on invested capital (“ROIC”). In response, we added ROIC as the performance metric for half of the annual restricted stock grants to each of our CEO and COO for fiscal 2022 and fiscal 2023. As noted above, in response to shareholder input, in fiscal 2024 the restricted stock grants to our CFO and General Counsel were granted on the same basis as the grants to our CEO and CFO. In fiscal 2024, the restricted stock grants to the NEOs were based 60% on ROIC and 40% based on a comparative TSR measure; this is discussed further on page 62. Our Compensation Committee Chair also indicated to the shareholders with whom she spoke that we are committed to having a regular, ongoing dialogue with our significant shareholders and encouraged each such shareholder to reach out at any time with any concerns it might have. Over the years, we have made changes to the design of our compensation program based on shareholder input:

  18. Shareholder Outreach

    | • | We changed the balance of bonus opportunity available under our annual cash performance bonus plan on the basis of operating results and working capital targets from 50%-50% to 75%-25%; and in fiscal 2022, we further reduced the portion based on working capital targets from 25% to 15% (for fiscal 2025, that percentage was increased to 20%, due to the elimination of ESG as a performance measure) | | • | Beginning with fiscal 2022, we added free cash flow as a performance criterion for the bonus opportunity under the long-term cash performance bonus plan | | • | Beginning with fiscal 2022 we used return on invested capital and relative TSR as the performance metrics for the restricted stock grants to our CEO and COO (as noted above, these performance measures are now used for all the NEOs) | | • | We implemented plan design features such as post-vesting holding period requirements |

  19. Components of Compensation

    | Competitive Base Salary | Short-Term and Long-Term Cash Incentive Bonuses which, for our named executive officers, are based almost entirely upon objective company performance | | Long-Term Equity Based Incentive Compensation designed to align the interests of our executives with the interests of our shareholders utilizing metrics that lead to increases in shareholder returns | Retirement, health and welfare benefits, and certain perquisites |

  20. Components of Compensation

    | ALL of our short- and long-term bonuses and incentive compensation are performance-based and constitute a substantial portion of senior executive compensation. ALL of our long-term incentives, both cash and equity, require both performance and continued employment over a multi-year period. ALL of our equity-based incentive compensation requires multi-year continued employment and, in the case of our CEO and COO, post-vesting holding periods (which, starting in fiscal 2024, also applies to our CFO and GC as well). Because equity awards can only be realized on a deferred basis, executives are subject to the same risks to which our shareholders are subject during the relevant vesting and post-vesting holding periods for each equity award. |

  21. Components of Compensation

    | With the exception of one grant of restricted stock to our NEOs in December 2020, all equity grants to our NEOs for the last ten years have been 100% performance-based, and all annual and long-term cash bonuses to all of our NEOs are 100% performance-based. |

  22. Performance Criteria

    | | | Performance Metrics in Fiscal 2024: | | | | | Short-term cash plan (FY24) | | Long-term cash plan (FY22-FY24) | | Equity Awards* | | | - | EBIDTA (75%) | - | Core EPS (65%) | - | ROIC (60%) | | - | Working Capital (15%) | - | Free Cash Flow (25%) | - | Relative TSR (40%) | | - | ESG (10%) | - | Hunter EBITDA (10%) | | | | * | Beginning with fiscal 2024, the CFO and General Counsel received equity awards on the same basis as the grants to the CEO and COO | | | | |

  23. Performance Criteria

    | In determining the criteria for short term cash bonuses for fiscal 2024, the Compensation Committee reflected input received from shareholders. The Committee placed a substantially greater relative emphasis on operational achievements than on balance sheet strength; and the Committee also utilized ESG goals as a performance metric. | | The relative weightings assigned were 75% to EBITDA, 15% to working capital and 10% to ESG goals. |

  24. Performance Criteria

    | In response to shareholder input, in fiscal 2022 we added free cash flow generation as a component of the targets for our long-term cash incentive plan. We believe that this will create an incentive for management to focus on balance sheet considerations, especially working capital efficiency. |

  25. Performance Criteria

    For the years 2016 through 2021, the Committee selected stock price growth as the performance measure for the equity grants awarded to the CEO and COO. Vesting of these grants requires that the Company’s stock close at a price at least 20% above the price on the date of grant for thirty consecutive trading days during the vesting period (and, if the threshold vesting condition is achieved, the actual number of shares to vest depends on the Company’s percentile TSR within the Russell 2000 during the relevant performance period). This target proved challenging, as demonstrated by the failure to meet this condition with respect to restricted stock awards of 360,000 and 120,000 shares at target granted to our CEO and COO, respectively, in January 2017. These grants were forfeited in their entirety upon their expiration in January 2021. In response to shareholder input, in fiscal 2022 the Committee selected, as the performance criteria for restricted stock grants to the CEO and COO, ROIC and overall TSR as compared to a broad market index. Achievement under the relative TSR metric is determined based on the Company’s TSR during the performance period as measured against the TSRs of the stocks in the Russell 2000 over the same period. The terms of our performance-based restricted stock awards are discussed in greater detail below in this proxy statement. For many years up to and including fiscal 2023, the Committee selected consolidated EBITDA as the performance metric for restricted stock grants to the CFO and General Counsel. If Griffon achieved the required level of EBITDA for at least one of the three years during the performance period, the restricted stock grants would vest in full at the end of the three-year period; otherwise the grants would be forfeited. In response to shareholder input, in fiscal 2024 restricted stock was granted to the CFO and General Counsel on the same basis as the grants to the CEO and COO; this practice is expected to continue in future years.

  26. Performance Criteria

    | In response to shareholder input, in fiscal 2022 we added ROIC as a performance measure for restricted stock grants to the CEO and COO. In response to further shareholder input, in fiscal 2024, the CFO and General Counsel received restricted stock grants on the same basis as the CEO and COO; this practice is expected to continue in future years. |

  27. Our Executive Compensation Program and Risk

    | • | Under both our annual and long-term performance bonus programs, we use multiple objective performance measures to determine cash bonus opportunities for our NEOs, which discourages focusing on a single performance measure and incentivizes the executives to focus on the overall financial strength of the Company as well as on operating results. | | • | With respect to each of our NEOs, we provide a mix of compensation components: fixed cash compensation in the form of base salaries, variable performance-based annual cash compensation (under our annual performance bonus plan), and long-term equity and cash compensation in the form of restricted stock awards and long-term cash bonuses, which are exclusively performance-based. We believe this combination of fixed and variable cash compensation, a long-term equity interest that is performance-based and vests over time, and a long-term cash bonus based on three-year performance cycles, appropriately incentivizes and rewards management while at the same time encouraging appropriate—but not excessive—levels of risk assumption. | | • | The design of our cash compensation programs, which incorporate a variety of performance criteria established under our plans, encourages executives to focus on both our short-term and long-term operational and consolidated financial position and objectives; as a result, any incentive to take short-term risks is mitigated by the necessity for us to achieve success and maintain shareholder value over the long term. In this regard, a portion of compensation is delivered to executives in the form of an annual bonus, and a substantial portion of the compensation of each of our NEOs is delivered in the form of a long-term cash bonus. In the case of each of our NEOs, both the annual bonus and the long-term bonus are 100% performance-based and, with the exception of ESG goals (which accounted for 10% of the annual bonus in fiscal 2023 and fiscal 2024 but was removed as an executive compensation performance metric in fiscal 2025), are tied exclusively to objective performance criteria. | | • | A significant portion of compensation to our senior executives is delivered through the use of performance-based equity awards, which generally cliff vest after a minimum three-year performance period, provided the applicable performance criteria are achieved. In addition, we have required a post-vesting holding period for equity grants to our two most senior executives—every restricted stock grant to our CEO and COO since January 2014 contains a requirement that the executive hold the shares for a period of two years after vesting. The Compensation Committee believes that the cliff vesting feature of our restricted share awards, together with |

  28. Our Executive Compensation Program and Risk

    | | the applicable performance criteria and a required post-vesting holding period for grants to our most senior executives, focuses our executive team on the long-term success of the Company, aligns their interests with those of our shareholders and, because of the multi-year vesting feature and required post-vesting holding period, subjects senior management to the long-term consequences of risks undertaken to achieve short-term objectives. In fiscal 2024, the grants to our CFO and General Counsel also contain the requirement that the shares be retained for two years after vesting. | | • | A significant portion of cash compensation to each of our NEOs is delivered through our long-term cash bonus program, which provides for the opportunity to earn cash bonuses over a three-year period. Bonuses paid under the long-term cash bonus program are exclusively performance-based and provide additional focus for our most senior executives on the long-term success of the Company, further aligning the interests of these executives with that of our shareholders. | | • | We have adopted stock ownership guidelines that serve to align the interests of our directors and executives with those of our shareholders and encourage focus on long-term performance. | | • | We have adopted an anti-hedging, anti-pledging policy which prohibits directors and executive officers from purchasing company securities on margin, pledging company securities or entering into a hedging transaction with respect to company securities. | | • | We have adopted a clawback policy that provides for the recovery from executive officers of improperly received incentive compensation going back three years in the event of an accounting restatement. | | • | The Compensation Committee has, since 2012, engaged Gallagher, an independent compensation consultant, to guide it in making compensation decisions. |

  29. Determination of Compensation Levels

    Determination of Compensation Levels In setting compensation levels, including bonus eligibility levels for our NEOs under our 2016 Performance Bonus Plan (the “Performance Bonus Plan”), and the mix of compensation for fiscal 2024, the Compensation Committee considered a number of factors. These include the desire to motivate our NEOs and business unit presidents, and align their compensation with the financial performance of the Company and the benefits to shareholders by providing the majority of these executives’ compensation in the form of performance-based compensation, and the Compensation Committee’s subjective assessment of the individual’s experience, responsibilities, management, leadership abilities and job performance. The Committee is also cognizant that the Company’s management, in addition to providing oversight and supervision of the operations of our subsidiaries, is called upon to perform strategic, transactional and financial functions on an ongoing basis. The Compensation Committee, in consultation with, and based on the advice of, Gallagher, selects and utilizes a peer group of industrial companies (the “Peer Group”) to be used as a factor to consider in making decisions regarding the Company’s executive compensation. The Compensation Committee periodically requests that Gallagher reassess and suggest modifications to the Peer Group to reflect changes in the Company and the constituent companies included within the Peer Group. In July 2022, following the acquisition of Hunter Fan Company and the disposition of Telephonics Corporation, the Committee reconstituted the Peer Group such that the Peer Group better represents the composition of the Company’s businesses. Through fiscal 2024, the Peer Group consisted of the following 19 companies:

  30. Determination of Compensation Levels

    Masonite International Corporation was acquired in May 2024 and, as a result, in early fiscal 2025 the Committee determined to add Resideo Technologies, Inc. and Zurn Elkay Water Solutions Corporation to the peer group. This increases the number of companies in the peer group to 20 for fiscal 2025. The Committee believes this Peer Group, which consists mostly of public companies in the building products and consumer products industries, best reflects the diversity of the Company’s businesses. Two diversified manufacturing companies (Carlisle and Dover) are also included. Most of the companies chosen had annual revenue of between 40% and 250% of the annual revenue of Griffon, although a few companies with higher revenues were included due to their high concentration of branded products in a relevant industry or due to their status as a diversified manufacturing company identified as the most comparable to Griffon. While the Committee recognizes the benefit of using this type of comparative information in determining compensation at the corporate level, the Committee also recognizes the inherent limitations of using comparative compensation information from the Peer Group companies, in that such information does not reflect the significant additional responsibilities and skill sets required of the senior management team of a diversified manufacturing company such as ours (for example, with respect to focusing on growth and diversification and the appropriate deployment of and return on capital in our existing businesses, as well as the Company’s financing structure). The Committee therefore utilizes executive compensation within the Peer Group as one factor in setting the Company’s executive compensation levels but retains the flexibility to make decisions regarding executive compensation that it determines are in the best interests of the Company and that will motivate and retain the executive management team. As noted above, the Compensation Committee evaluates and approves the compensation of our NEOs and the presidents of our business units. Although the Compensation Committee does not set the compensation of Griffon executives below the NEO level or of the executives of our segments below the president level, the Committee is presented with compensation information regarding these executives in order to consider how the compensation levels of these executives relate to the compensation that we pay to the NEOs and to our segment presidents. In addition, in evaluating compensation levels, the Compensation Committee has been cognizant of the challenges presented in attracting and retaining executive talent as well as the broad, expanded roles taken on by our lean corporate executive staff, as described above. The Compensation Committee continually evaluates Griffon’s compensation practices for our senior management personnel. With respect to fiscal 2024 compensation, the Compensation Committee:

  31. Determination of Compensation Levels

    | • | selected performance criteria, target levels and payment amounts to be used under the Performance Bonus Plan for fiscal 2024 (short-term component); | | • | determined the performance criteria, target levels and payment amounts for our NEOs to be used for the fiscal 2024 through fiscal 2026 period under the long-term cash bonus program; and |

  32. Determination of Compensation Levels

    | • | evaluated short-term and long-term cash bonuses to be paid following the end of fiscal 2024 to each of the NEOs under the Performance Bonus Plan to determine their reasonableness in light of (i) the applicable performance measures and bonus opportunities established by the Compensation Committee and (ii) the operational and financial results of the Company for the applicable performance periods; and | | • | determined the structure of restricted share grants to our NEOs (including the type of performance measures to be used, the target levels of performance, and the numbers of shares to be granted). |

  33. Elements of Executive Compensation

    Given the strategic importance of the then pending acquisition of Hunter Fan Company, the Compensation Committee determined to also adopt cumulative EBITDA of Hunter as a performance metric for the long-term cash bonus opportunity for the fiscal 2022 to fiscal 2024 period. Hunter is the largest acquisition in Griffon’s history, and the Committee believed it critical that a portion of the NEOs’ long-term bonus opportunity during this period be solely dependent on the integration of Hunter into Griffon’s Consumer and Professional Products segment and the performance of the Hunter business during the first three years following the acquisition. The basis for the EBITDA target established was the forecast presented to Griffon’s Board of Directors at the time of the Board’s approval of the Hunter acquisition. The Compensation Committee retains the power to reduce (but not increase) any annual or long-term cash bonus actually paid to any of our NEOs to ensure that any such bonus payments are, in the judgment of the Compensation Committee, reasonable and reflect the appropriate amount of compensation payable considering the performance of the Company and the overall compensation paid. Long-Term Cash Incentive Awards Granted in Fiscal 2024. In early fiscal 2024, each of our NEOs was granted a long-term cash incentive bonus opportunity under the Performance Bonus Plan based on the Company’s aggregate “Core EPS” (75% of the aggregate bonus opportunity), and aggregate “Free Cash Flow” (25% of the aggregate bonus opportunity), for the performance period consisting of fiscal years 2024 to 2026. The following table sets forth the amount of the bonuses that each NEO is eligible to receive under these awards based on each of these metrics for the three-year performance period. With respect to each performance metric, none of the eligible bonus will be paid if the Company’s performance for such metric is below the specified minimum; and if any of the relevant performance metrics fall in between the amounts set forth below, the bonus amounts earned will be determined using linear interpolation. Long-Term Cash Incentive Bonus Opportunities for the period fiscal 2024 to fiscal 2026 are as follows:

  34. Elements of Executive Compensation

    | | Aggregate Core EPS | Ronald J. Kramer | Robert F. Mehmel | Brian G. Harris | Seth L. Kaplan | | Threshold | $10.66 | $1,350,000 | $337,500 | $135,000 | $135,000 | | Target | $13.33 | $2,700,000 | $675,000 | $270,000 | $270,000 | | Maximum | $16.00 | $4,050,000 | $1,012,500 | $405,000 | $405,000 | | | Aggregate Free Cash Flow | Ronald J. Kramer | Robert F. Mehmel | Brian G. Harris | Seth L. Kaplan | | Threshold | $570,477,000 | $450,000 | $112,500 | $45,000 | $45,000 | | Target | $713,096,000 | $900,000 | $225,000 | $90,000 | $90,000 | | Maximum | $855,715,000 | $1,350,000 | $337,500 | $135,000 | $135,000 |

  35. Elements of Executive Compensation

    The Company has seen significant growth in Core EPS in recent years. As shown in the chart below, using fiscal 2020 as the base year, Core EPS has increased from $1.33 per share in fiscal 2020 to $5.12 per share in fiscal 2024, representing a 40.1% compounded annual growth rate during the five-year period fiscal 2020 through fiscal 2024: Core EPS* The aggregate target Core EPS level of $13.33 for the period fiscal 2024 to fiscal 2026 represents a 13.7% increase from the aggregate target Core EPS level of $11.72 for the immediately prior three-year period fiscal 2023 to fiscal 2025. Long-Term Cash Incentive Awards Payable following Fiscal 2024. In December 2021 the Compensation Committee granted long-term cash incentive bonus opportunities to the NEOs. The following table sets forth the amount of the bonuses that Messrs. Kramer, Mehmel, Harris and Kaplan were eligible to receive under these awards based on the Company’s Core EPS, the Company’s free cash flow and the EBITDA of Hunter Fan Company for the performance period. With respect to each separate performance measure, no amount would be paid if the actual amount for the performance period was below the specified minimum, and bonuses with respect to each performance measure between the threshold and target, or between the target and maximum, would be determined using linear interpolation. Long-Term Cash Incentive Bonus Opportunities for the period fiscal 2022 to fiscal 2024 were as follows:

  36. Elements of Executive Compensation

    Because the Committee originally adopted the Core EPS and free cash flow target (and threshold and maximum) levels in early fiscal 2021, the original levels approved did not reflect the sale of Telephonics, which closed in June 2022. The levels set forth above reflect adjustments approved by the Committee following the Telephonics disposition, to reflect the removal of any contributions from Telephonics for the stub period in fiscal 2022. This type of adjustment is contemplated by the Performance Bonus Plan and is consistent with the Committee’s past practice of making adjustments, as appropriate, to account for significant acquisitions and dispositions. After the conclusion of fiscal 2024 and the preparation of the Company’s audited financial statements, the Compensation Committee reviewed the extent to which the Core EPS, free cash flow and Hunter EBITDA performance targets for the fiscal 2022 to fiscal 2024 period were attained. Using fiscal 2021 as the base year, Core EPS from continuing operations increased from $1.68 in 2021 to $5.12 in 2024, reflecting a compound annual growth rate of 45.0%; and free cash flow from continuing operations increased from $33,094,000 in 2021 to $326,122,000 in 2024, reflecting a compound annual growth rate of 114.4%. Aggregate Core EPS for the fiscal 2022 through 2024 period was $13.73, and aggregate free cash flow for this period was $732,086,000. Aggregate Hunter EBITDA for the years fiscal 2022 through fiscal 2024 was below $204,000,000, the threshold amount required for any portion of the bonus based on Hunter EBITDA to be paid. Based on the aggregate Core EPS, free cash flow and Hunter EBITDA amounts for the fiscal 2022 to fiscal 2024 period, the Committee determined that Messrs. Kramer, Mehmel, Harris and Kaplan were eligible for, and would be awarded, long-term cash incentive bonuses as follows:

  37. Elements of Executive Compensation

    | Executive | Amount based on Aggregate Core EPS | Amount based on Aggregate Free Cash Flow | Amount based on Aggregate Hunter EBITDA | Total Bonus Awarded | | Ronald J. Kramer | $3,510,000 | $1,350,000 | $0 | $4,860,000 | | Robert F. Mehmel | $877,500 | $337,500 | $0 | $1,215,000 | | Brian G. Harris | $351,000 | $135,000 | $0 | $486,000 | | Seth L. Kaplan | $351,000 | $135,000 | $0 | $486,000 |

  38. Elements of Executive Compensation

    In making the determination not to reduce these amounts by applying negative discretion, and to award the amounts set forth above, the Committee noted the record performance of the Company in fiscal 2024, during which management oversaw the successful implementation of a significant initiative to alter the structure of Ames’ U.S. long handle tool, material handling and wood storage and organization product lines, to change it to an asset-light model. The Committee also took note of the amendment to the Company’s credit facility to lower the pricing of the Term Loan B, as well as the strength of the Company’s liquidity and balance sheet; the Company has no significant debt maturity until 2028. 2024 Annual Cash Incentive Bonuses. In accordance with and pursuant to the Performance Bonus Plan, the Compensation Committee established objective, calculable and prospective financial metrics on which 90% of annual bonuses for fiscal 2024 were dependent, with the remaining 10% eligible to be earned based on performance in certain ESG areas. The financial metrics were established by the Compensation Committee to be consistent with our operational, strategic and capital objectives for fiscal 2024 reviewed by the Board of Directors. Consistent with these objectives, the Compensation Committee determined that annual financial metrics should be established in two different areas—achieving strong operating results, as measured by EBITDA, and continuing to strengthen Griffon’s balance sheet, as measured by working capital level. For fiscal 2024, as in recent years, while the Compensation Committee continued to believe it important to use working capital as a performance measure to create an appropriate incentive to maintain liquidity and financial strength, the Compensation Committee desired to continue to put a significantly stronger emphasis on operating results and to weigh EBITDA performance more heavily. Thus, EBITDA performance was assigned a weighting accounting for approximately 75% of the annual cash bonus opportunities for our NEOs, and working capital targets were assigned an approximate 15% weighting. As noted above, 10% of the annual cash bonus opportunity for fiscal 2024 was dependent on performance in certain areas of ESG. In particular, the Committee evaluated performance in the following five areas to determine if this component of the fiscal 2024 annual bonus opportunity was earned: (i) safety performance; (ii) progress towards the “30 by 2030” campaign (to reduce each of carbon air emissions, water use, hazardous waste generated, and lost time and recordable injuries, 30% by the year 2030); (iii) succession planning and leadership development at HBP and at CPP; (iv) improvement in supply chain management; and (v) maintaining controls relating to legal and ethical business conduct. Griffon, like many companies, views many aspects of its ESG program as a long-term, multi-year undertaking (such as setting numerical goals and tracking the data necessary to measure achievement against such goals), and therefore the Committee determined that each NEO would be eligible to earn a single, fixed amount based on ESG achievement in fiscal 2024. Such amount would be earned if, and only if, the Company achieved at least overall satisfactory performance in fiscal 2024 in the five areas of ESG indicated above. Annual bonus eligibility amounts based on financial metrics were established based on various levels of achievement of EBITDA for fiscal 2024 and working capital as of September 30, 2024, as follows:

  39. Elements of Executive Compensation

    | | EBITDA level | Ronald J. Kramer | Robert F. Mehmel | Brian G. Harris | Seth L. Kaplan | | Threshold | $400,000,000 | $700,000 | $175,000 | $70,000 | $70,000 | | Target | $471,000,000 | $1,575,000 | $393,750 | $157,500 | $157,500 | | Maximum | $518,000,000 | $2,890,000 | $722,500 | $289,000 | $289,000 | | | Working Capital level | | | | | | Threshold | $614,000,000 | $220,000 | $55,000 | $22,000 | $22,000 | | Target | $634,000,000 | $315,000 | $78,750 | $31,500 | $31,500 | | Maximum | $654,000,000 | $566,667 | $141,667 | $56,667 | $56,667 |

  40. Elements of Executive Compensation

    The EBITDA levels at which a bonus would be paid to Messrs. Kramer, Mehmel, Harris and Kaplan increased from a range of $377,400,000 (threshold) to $488,400,000 (maximum) for 2023 to a range of $400,000,000 (threshold) to $518,000,000 (maximum) for 2024, representing an approximate 6% increase in the threshold and maximum levels. This follows an approximate 42% increase in such levels from fiscal 2022 to fiscal 2023. Because the Company sets robust targets to attain growth, the Committee believes a range is appropriate so that opportunities are meaningful given varying economic and operational conditions. Against this background, the Compensation Committee establishes EBITDA targets after the Board has reviewed the Griffon operating plan developed by management for the coming fiscal year. That operating plan incorporates the plans and budgets of each of the Company’s operating subsidiaries as well as corporate expense, and requires that certain levels of organic growth be achieved for the payment of target bonuses at the subsidiary levels. The Compensation Committee considered a variety of factors when EBITDA target levels were set for fiscal 2024, such as

  41. Elements of Executive Compensation

    In establishing working capital targets, the Compensation Committee considered the capital requirements necessary for the Company to maintain a strong balance sheet and desirable levels of liquidity for fiscal 2024. The Compensation Committee also considered anticipated cash expenditures for fiscal 2024. The Compensation Committee believes that working capital is an appropriate measure of financial strength and stability because it prevents excessive reliance on short-term borrowing, thereby reducing the Company’s exposure to uncertainties of the capital markets. Importantly, the Compensation Committee also recognized the inherent tension between maintaining a strong working capital position and the mandates of the Company’s Board of Directors to increase earnings growth through acquisitions of synergistic or complementary businesses and to return cash to shareholders through share repurchases and dividends. The Compensation Committee also recognized that in view of the Board’s role in establishing the level of share repurchases and in approving acquisitions, decisions with respect to these activities and the consequences of those decisions are not ultimately within the control of management. To address this balance, and to eliminate any disincentive for management to pursue strategic acquisitions as well as to avoid penalizing management for implementing the Board-authorized share repurchase program, the Compensation Committee determined that the appropriate barometer should be an adjusted working capital measure that is not reduced by amounts expended in connection with share repurchases, and that is reduced by 50% (as opposed to 100%) of acquisition expenses (the “adjusted working capital”). In selecting the relevant areas of ESG to be considered for purposes of determining whether the ESG-based portion of the fiscal 2024 annual bonus opportunity is earned, the Committee considered Griffon’s ESG priorities, as set forth in Griffon’s calendar 2022 annual ESG report. This report was published to Griffon’s website in late calendar 2023 and, although it has since been replaced with Griffon’s calendar 2023 annual Sustainability report, Griffon’s ESG priorities remain substantially the same. After the conclusion of fiscal 2024 and the preparation of the Company’s audited financial statements, the Compensation Committee reviewed the extent to which EBITDA and working capital targets established for annual bonus opportunities for fiscal 2024 were attained and considered the extent to which annual bonuses based on such targets would be paid. The Committee also reviewed the Company’s achievements and progress in the five areas of ESG relevant to determining if the portion of the fiscal 2024 annual bonus based on ESG was earned. The Committee determined that Messrs. Kramer, Mehmel, Harris and Kaplan were eligible for, and would be awarded, bonus amounts as follows, based on achieving adjusted EBITDA of $515.7 million and working capital as of the end of fiscal 2024 of $816.0 million, and based on the determination that the Company achieved better than satisfactory performance, overall, in the five areas of ESG referenced above:

  42. Elements of Executive Compensation

    | Executive | Amount based on EBITDA | Amount based on Working Capital | Amount based on ESG | Total Bonus Awarded | | Ronald J. Kramer | $2,825,516 | $566,667 | $210,000 | $3,602,183 | | Robert F. Mehmel | $706,379 | $141,667 | $52,500 | $900,546 | | Brian G. Harris | $282,552 | $56,667 | $21,000 | $360,218 | | Seth L. Kaplan | $282,552 | $56,667 | $21,000 | $360,218 |

  43. Elements of Executive Compensation

    | Executive | Amount based on long-term incentive bonus opportunity (performance period—October 1, 2021 to September 30, 2024) | Amount based on short-term incentive bonus opportunity (performance period— fiscal 2024) | Total bonus awarded | | Ronald J. Kramer | $4,860,000 | $3,602,183 | $8,462,183 | | Robert F. Mehmel | $1,215,000 | $900,546 | $2,115,546 | | Brian G. Harris | $486,000 | $360,218 | $846,218 | | Seth L. Kaplan | $486,000 | $360,218 | $846,218 |

  44. Elements of Executive Compensation

    Equity-based Compensation. Equity-based compensation is designed to provide incentives to our executive officers to build shareholder value over the long-term by aligning their interests with the interest of shareholders. Since 2006, we have granted equity-based awards in the form of restricted stock, as the Compensation Committee determined this was an effective vehicle for the motivation and retention of our executive officers. Since fiscal 2012, all restricted share awards granted to our NEOs, with the exception of one award granted to each of our NEOs in December of 2020, have been 100% performance-based. This further reflects the Committee’s philosophy of aligning executive compensation with the financial performance of the Company, and motivating executives, by providing a substantial portion of our executives’ compensation in the form of performance-based compensation. We have been advised by Gallagher that the Company is included in a minority of public companies that has granted almost exclusively performance-based equity awards to its named executive officers in recent years. The Compensation Committee believes that equity-based compensation provides an incentive that focuses the executive’s attention on managing our Company from the perspective of an owner with an equity stake in the business. In determining the amount of equity-based compensation to be awarded to our named executive officers, the Compensation Committee takes into consideration, among other things, the level of the officer’s responsibility, performance of the officer, other compensation elements and the amount of previous equity grants awarded to the individual. In addition, with respect to recruiting an executive officer to join our Company, the amount of equity consideration may be negotiated to reflect the amount necessary to hire the desired person. The largest grants are generally awarded to the most senior officers who, in the view of the Compensation Committee, have the greatest potential to have an impact on our profitability, growth and financial position. As of October 1, 2024, there were 2,377,532 shares of common stock available for future awards under our 2016 Equity Incentive Plan. The Compensation Committee believes that this Plan enables us to attract and retain executive management by providing them with appropriate equity-based incentives and rewards for superior performance. Prior to fiscal 2024, Messrs. Harris and Kaplan received restricted stock grants structured in a manner different than the structure used for restricted stock grants to Messrs. Kramer and Mehmel (for example, using a different performance metric). In response to shareholder input, beginning with fiscal 2024, Messrs. Harris and Kaplan now receive restricted stock grants structured in exactly the same manner as the grants to Messrs. Kramer and Mehmel, which will further align the interests of our most senior executives. Each of Messrs. Kramer, Mehmel, Harris and Kaplan received two restricted stock grants with a grant date of March 20, 2024 – one using ROIC as a performance metric, and one using comparative TSR as a performance metric. These are the same performance metrics used for restricted stock grants to Messrs. Kramer and Mehmel in fiscal 2022 and fiscal 2023. The grants in fiscal 2024 were split such that, for each executive, the ROIC grant constitutes 60% of the total value, and the TSR grants constitutes 40% of the total value, of the grants to that executive. The grants to Messrs. Kramer and Mehmel in the prior two years were split 50% based on ROIC and 50% based on TSR. The Committee approved this change because management has a higher level of control over ROIC than TSR, and because achieving a higher level of ROIC created alignment with the successful execution of the CPP strategic initiative to expand the global sourcing strategy for its long handle tool, material handling and wood storage and organization product lines. For the fiscal 2024 grants, the Committee also increased the amount of shares eligible to be earned at the maximum performance level from 200% of target to 300% of target, as a means to incentivize and reward extraordinary performance. The Committee was advised by Gallagher that a number of companies in the marketplace now provide that executives can earn 300% (or more) of the target number of shares at the maximum level of performance. The ROIC grant requires that the Company achieve average ROIC, for calendar years 2024, 2025 and 2026, of at least 15.6%, at which level the threshold number of shares will vest. The following table shows the number of restricted shares eligible to be earned by each of the NEOs, at various levels of achievement of average ROIC:

  45. Elements of Executive Compensation

    | • | ROIC is an excellent measure of evaluating shareholders’ equity and long-term debt | | • | Institutional investors commonly use ROIC to evaluate the performance of portfolio stocks | | • | ISS utilizes ROIC as part of its financial performance review | | • | ROIC is used by many public companies as part of their incentive compensation program for senior executives |

  46. Elements of Executive Compensation

    If the TSR percentile is not at least 25%, the entire stock grant is forfeited. Linear interpolation will be used to determine the number of shares that will vest should the TSR percentile be between the levels set forth above. Notwithstanding the above, if Griffon’s TSR is not positive during the Performance Period, then the maximum number of shares that can vest is the target number of shares. Both the ROIC grants and TSR grants were originally scheduled to vest on December 31, 2026. Each of these grants were recently amended to change the vesting date to January 31, 2027 to align with the anticipated timing of the required certification by the Compensation Committee as to the number of shares earned and the taxable income, and related withholdings, upon vesting. The March 10, 2022 ROIC grants and TSR grants to Messrs. Kramer and Mehmel, which were originally scheduled to vest on December 31, 2024, were similarly amended; such grants will now vest on January 27, 2025 (which date aligns with the January 27, 2025 vesting date of the restricted stock awards held by Messrs. Kramer and Mehmel that were granted on January 27, 2021). In order to further mitigate incentives for excessive risk taking, these awards require the recipients to hold the shares for two years after they vest. These awards are subject to earlier vesting at the target level in the event of death or disability, and at the greater of the target level and the level based on performance to date in the event of a termination without cause (or by the executive for good reason) in connection with a change in control of the Company. In the event of a termination without cause (or by the executive for good reason) other than in connection with a change of control, the award is subject to vesting on a pro rata basis at the end of the Performance Period (but only to the extent the applicable performance condition has been met). Consistent with the philosophy descried above, the Compensation Committee determined to grant the equity awards described above to each of Messrs. Kramer, Mehmel, Harris and Kaplan (i) based on a subjective analysis of the executive’s performance, (ii) to provide enhanced retention and motivation for the executive, (iii) to reflect the Company’s philosophy that (a) a substantial portion of the compensation of its senior executives should be performance-based, and (b) the largest grants should be awarded to the most senior officers who, in the view of the Compensation Committee, have the greatest potential to influence our profitability, growth and financial position, (iv) to align the interests of our NEOs more closely with the interests of our shareholders, and (v) as a measure of compensation risk to management in that it requires the executive to remain with the Company for a significant period of time before vesting of the equity award and effectively subjects the executive to the same share value risks to which our shareholders are subject during the cliff vesting period. The Compensation Committee believes that the Company generally benefits from the retention and risk mitigation elements provided by a multi-year cliff vesting period (in addition to our performance vesting requirements and conditions), and has determined that cliff vesting, rather than pro-rata annual vesting, better aligns an executive’s compensation interests with the long-term business strategies and tactics of the Company over the vesting period. The Compensation Committee also believes that cliff-vesting (in addition to our performance vesting requirements and conditions) reduces the motivation to engage in short-term strategies that may increase the Company’s share price in the near term but may not create the best foundation for maximizing long-term shareholder value. The long-term vesting requirement is therefore also intended to discourage excessive risk taking by management, as any adverse consequences of such risks would be reflected in the value of the equity awards by the time those awards vest.

  47. Elements of Executive Compensation

    | Accordingly, all outstanding restricted share awards granted to our NEOs provide for cliff vesting and a multi-year performance period that is generally at least three years and is subject to satisfying the applicable performance vesting requirements. |

  48. Elements of Executive Compensation

    Retirement, Health and Welfare Benefits and Other Perquisites. Our executive officers are entitled to participate in the employee benefit plans made available to our employees generally, including medical, dental, vision, group life, disability, accidental death and dismemberment insurance and our 401(k) Retirement Plan and the ESOP. We provide vacation and paid holidays to our executive officers. We provide additional medical benefits to our NEOs pursuant to supplemental health insurance plans that cover certain medical expenses not covered by our primary health insurance plan available to our employees generally. We also provide certain of our executive officers with a leased car, car allowance, long-term care insurance and/or additional life insurance not available to our employees generally. We provide these perquisites to Messrs. Kramer, Mehmel, Harris and Kaplan pursuant to the terms of their respective employment agreements and as a means to retain their services. We also reimburse Mr. Mehmel for certain financial, investment, estate planning, tax and insurance consulting services. See the Summary Compensation Table for details regarding the value of perquisites received by our executive officers. Nonqualified Deferred Compensation Plan We maintain a Nonqualified Deferred Compensation Plan (the “NDCP”) for a select group of eligible employees of Griffon Corporation, including the NEOs. Under the NDCP, each participating employee is permitted to defer up to 8% of such employee’s “excess” compensation for any plan year. “Excess” compensation means cash compensation in excess of the Internal Revenue Code (“IRC”) limit on compensation that can be taken into account under our qualified 401(k) Plan (this limit, which we refer to as the “IRC Limit”, is $345,000 for calendar year 2024), subject to a maximum of such excess compensation in any given year equal to the difference between $2,000,000 and the IRC Limit for that plan year. We will match 50% of the amount a participant defers into the NDCP, and so the aggregate matching contribution amount for a plan year will not exceed 4% of the participant’s excess compensation for that plan year. Participants’ elective deferrals are fully vested at all times; matching contributions are 50% vested after two years of service and 100% vested after three years of service, subject to accelerated vesting if a participant dies or becomes disabled, or upon a change in control. This is the same vesting schedule as under our 401(k) plan. All of our current executive officers have over three years of service and therefore are fully vested in their matching contributions. Participants are permitted to choose from a variety of investment options for their elective deferrals and matching contributions. Participants can elect for distributions to commence within 30 days after (a) termination of employment, or (b) twelve or twenty-four months after termination of employment, and can elect to receive either a single lump sum cash payment or a series of substantially equal instalments over a three, five or ten year period. See the table included under the section titled “Nonqualified Deferred Compensation Plan in 2024” on page 79 for details regarding the employee and employer contributions made to the NDCP during fiscal 2024, as well as certain other information, for each of the NEOs. Employee Stock Ownership Plan The Company has maintained an Employee Stock Ownership Plan (“ESOP”) since 1983. All of our U.S. employees who work 1,000 or more hours per year (a “Year of Service”), including our NEOs, are eligible to participate in the ESOP, except those who are members of a collective bargaining unit. Approximately 75% of our employees are in the U.S.; and of those, approximately 70% currently participate in the ESOP. Annual contributions are made to the ESOP in such amounts as the Company’s Board of Directors may determine in its discretion, although the Company will at a minimum make contributions sufficient to permit the ESOP to remit the scheduled debt repayments on its outstanding loan from the Company (discussed below). Contributions to the ESOP are invested primarily in the Company’s common stock. The ESOP, through its trustee, currently Principal Financial Services, Inc. (the “Trustee”), may borrow funds for the purpose of purchasing Company common stock. In March 2019, a previously outstanding loan from a third-party bank to the ESOP was refinanced with an internal loan from the Company. The internal loan is secured by the shares purchased with the proceeds from the loan (including the shares purchased with that portion of the previously outstanding loan from the third-party bank that was refinanced with the internal loan). When payments of principal and interest on the loan are made, the number of shares of common stock acquired through such loan (based on the portion of principal and interest paid) are released and allocated to eligible participants at the end of the applicable plan year. Eligible participants are those employees who (i) are employed by the Company on the last day of the plan year and have completed at least one year of service prior to the end of the plan year, or (ii) terminated employment during the plan year due to attainment of age 65, death or disability during the plan year. Generally, the number of shares allocated to a participant for a plan year is based on the ratio of the participant’s compensation for the plan year (up to a maximum of the IRC Limit in effect at that time) to the total compensation for the plan year of all eligible participants. Participants vest in the contributions made on their behalf over time and become 100% vested after two years of service. No contributions are required of, nor accepted from, any employee. Historically, the amount of the Company’s annual contributions to the ESOP have solely been the amount necessary to satisfy the ESOP’s obligations for such plan year with respect to the ESOP’s loan. The loan from Griffon to the ESOP was fully repaid in December 2024. As of December 31, 2024, there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts. The Trustee is considered the shareholder for the purpose of exercising all owners’ and shareholders’ rights with respect to the Company’s common stock held in the ESOP, except for voting rights. Subject to the Trustee’s fiduciary duties with respect to the ESOP, the Trustee will vote the shares held by the ESOP as follows:

  49. Employment Agreements

    Employment Agreements In March 16, 2008, we entered into an employment agreement with Ronald J. Kramer, pursuant to which he became our Chief Executive Officer effective April 1, 2008. We entered into amendments to this agreement with Mr. Kramer on February 3, 2011, December 12, 2013, April 28, 2022 and November 14, 2022, and such agreement was amended and restated on May 8, 2024. Pursuant to the terms of the employment agreement, as amended and restated, Mr. Kramer’s term of employment continues for three years from the date on which either party gives notice that the term of employment will not be further renewed. The employment agreement provided an initial annual base salary to Mr. Kramer of $775,000, which base salary has been increased as described above. Under the employment agreement, Mr. Kramer received grants of restricted stock that have now vested and is eligible for annual and long-term cash bonuses as determined by the Compensation Committee. Mr. Kramer is also entitled to receive severance payments upon termination of his employment under certain circumstances, as more fully described below under “Potential Payments Upon Termination or Change in Control.” On December 7, 2012, we entered into an employment agreement with Robert F. Mehmel, pursuant to which he became our President and Chief Operating Officer effective December 10, 2012. We entered into an amendment to this agreement with Mr. Mehmel on November 14, 2022, and such agreement was amended and restated on May 8, 2024. Under the employment agreement, as amended and restated, we provided an initial annual base salary to Mr. Mehmel of $700,000 per annum, which base salary has been increased as describe above. Mr. Mehmel is eligible for an annual and long-term cash bonuses as determined by the Compensation Committee, with the target aggregate bonus amount to be not less than 100%, and the maximum aggregate potential bonus amount to be not less than 200%, of Mr. Mehmel’s base salary. We also provided a grant of 300,000 performance-based restricted shares to Mr. Mehmel as an inducement grant necessary to recruit him, which has since vested. Upon termination of his employment under certain circumstances, Mr. Mehmel is also entitled to certain severance payments, as more fully described below under “Potential Payments Upon Termination or Change in Control.” On June 1, 2015 and July 30, 2015, we entered into an offer letter and severance agreement, respectively, with Brian G. Harris, pursuant to which he became our Senior Vice President and Chief Financial Officer effective August 1, 2015. We entered into amendments to the severance agreement with Mr. Harris on April 28, 2022 and November 14, 2022; such agreement was amended and restated on May 8, 2024; and such agreement was further amended on November 13, 2024. Mr. Harris was promoted to Executive Vice President and Chief Financial Officer as of November 13, 2024, and the November 13, 2024 amendment updated all references to “Senior Vice President” in Mr. Harris’ severance agreement to be references to “Executive Vice President”. The offer letter provided for Mr. Harris to receive an initial annual base salary of $340,000, which base salary has been increased as described above. Mr. Harris is eligible for an annual cash bonus, with a target of not less than 50% of base salary. Under his severance agreement, Mr. Harris is entitled to receive severance payments upon termination of his employment under certain circumstances, as more fully described below under “Potential Payments Upon Termination or Change in Control.” On April 27, 2010, we entered into an offer letter and severance agreement with Seth L. Kaplan, pursuant to which he became our Senior Vice President, General Counsel and Secretary effective on May 17, 2010. We entered into an amendment to the severance agreement with Mr. Kaplan on April 28, 2022 and November 14, 2022, and such agreement was amended and restated on May 8, 2024. The offer letter provided for Mr. Kaplan to receive an initial annual base salary of $312,500, which base salary has been increased as described above. Mr. Kaplan is eligible for an annual cash bonus with a target of no less than 50% of base salary. Pursuant to his employment agreement, Mr. Kaplan received a restricted stock grant of 40,000 shares of common stock, which has since vested. Under his severance agreement, Mr. Kaplan is entitled to receive severance payments upon termination of his employment under certain circumstances, as more fully described below under “Potential Payments Upon Termination or Change in Control.” With respect to the agreements described above, each of Messrs. Kramer, Mehmel, Kaplan and Harris has agreed to customary non-competition and non-solicitation provisions that extend for post-termination periods of twelve to eighteen months, as well as customary terms regarding the protection and confidentiality of our trade secrets, proprietary information and technologies, designs and inventions. A “change in control” in these agreements is generally defined to include (i) the acquisition by a person or entity of more than 30% of the voting securities of our Company, (ii) a change (or changes) in the current Board of Directors such that the current directors no longer constitute a majority of the Board (provided that directors approved by the existing Board will be considered to be part of the current Board for this purpose), (iii) certain merger or sale of assets transactions, and (iv) the approval by the Company’s stockholders of a complete liquidation or dissolution of the Company. Pursuant to the agreements described above, we provide certain perquisites to our named executive officers, as described above under “Retirement, Health and Welfare Benefits and Other Perquisites” and as reflected in the Summary Compensation Table. As indicated above, on May 8, 2024, we amended and restated the employment agreements with Messrs. Kramer and Mehmel, and the severance agreements with Messrs. Harris and Kaplan (the “NEO Agreements”). These amendments and restatements followed a comprehensive review of the NEO Agreements undertaken by the Compensation Committee. The definition of “Change in Control” in each NEO Agreement was amended to align the definition across the NEO Agreements (that definition is summarized above). Other material changes to the amended and restated NEO Agreements include: (i) clarifying that “Good Reason” includes any material diminution in status, office, title or reporting requirement, whether or not occurring solely as a result of Griffon ceasing to be a publicly traded entity or a Change in Control; (ii) providing that severance following a Change in Control will not be reduced by a decrease in the executive’s base salary or bonus after a Change in Control; (iii) requiring that any determination of Cause following a Change in Control must be approved by two-thirds of the applicable board of directors, after the executive has had a chance to address the board (with counsel present); and (iv) for the NEO Agreements with Messrs. Mehmel, Harris and Kaplan, removing the prior unilateral right of Griffon to terminate the NEO Agreement, upon a prescribed period of notice, without payment of severance. The amended and restated NEO Agreements were also revised to reflect the current structure of the cash bonus program in which the NEOs participate (the bonus program originally consisted of solely an annual cash bonus but was modified after the original NEO Agreements were in place to be split into an annual cash bonus and a long-term cash bonus), remove irrelevant legacy provisions, and incorporate prior amendments.

  50. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following sets forth information relating to our equity compensation plans as of September 30, 2024:

  51. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders (1) | — | — | 2,377,532 | | Equity compensation plans not approved by security holders | — | — | — |

  52. EQUITY COMPENSATION PLAN INFORMATION

    | (1) Excludes restricted shares and restricted stock units issued in connection with our equity compensation plans; as of September 30, 2024, 2,417,200 unvested shares of restricted stock had been awarded under our equity compensation plans and remained subject to certain forfeiture conditions. The total reflected in column (c) includes shares available for grant as any type of equity award under the 2016 Equity Incentive Plan. |

  53. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation for the fiscal years ended September 30, 2024, 2023 and 2022 awarded to or earned by our principal executive officer, principal financial officer and each of our other executive officers. We refer to these individuals as our “named executive officers” or “NEOs.”

  54. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total($) | | Ronald J. Kramer | 2024 | 1,248,992 | 6,411,093 | 8,462,183(2) | 423,192 | 16,545,460 | | Chairman and Chief Executive Officer | 2023 | 1,212,614 | 2,432,249 | 9,066,667 | 398,016 | 13,109,546 | | | 2022 | 1,177,295 | 3,637,347 | 9,066,667 | 407,659 | 14,288,968 | | Robert F. Mehmel | 2024 | 1,108,666 | 3,205,617 | 2,115,546(2) | 223,535 | 6,653,364 | | President and Chief Operating Officer | 2023 | 1,076,374 | 1,216,125 | 2,266,667 | 241,832 | 4,800,998 | | | 2022 | 1,045,023 | 1,818,673 | 2,266,667 | 224,339 | 5,354,702 | | Brian G. Harris | 2024 | 549,827 | 1,282,275 | 846,218(2) | 154,114 | 2,832,434 | | Executive Vice President and Chief Financial Officer | 2023 | 523,645 | 649,984 | 906,667 | 175,531 | 2,255,827 | | | 2022 | 498,709 | 650,011 | 816,667 | 144,310 | 2,109,697 | | Seth L. Kaplan | 2024 | 492,315 | 1,282,275 | 846,218(2) | 148,882 | 2,769,690 | | Senior Vice President, General Counsel and Secretary | 2023 | 473,380 | 600,006 | 906,667 | 169,321 | 2,149,374 | | | 2022 | 455,886 | 599,997 | 816,667 | 142,477 | 2,015,027 |

  55. Summary Compensation Table

    | (1) Represents the aggregate grant date fair value of shares of restricted stock granted to the NEO during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. These amounts do not reflect the actual value that will eventually be realized by the NEO at the time the award becomes vested. For additional information regarding the assumptions used in calculating these amounts, see Note 15, “Stockholders’ Equity and Equity Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2024. | | (2) Represents amounts paid under our 2016 Performance Bonus Plan as follows: |

  56. Summary Compensation Table

    | | Ronald J. Kramer | Robert F. Mehmel | Brian G. Harris | Seth L. Kaplan | | Amount paid with respect to the long-term performance period October 1, 2021 through September 30, 2024 | $4,860,000 | $1,215,000 | $486,000 | $486,000 | | Amount paid with respect to the short-term performance period October 1, 2023 through September 30, 2024 | $3,602,183 | $900,546 | $360,218 | $360,218 | | Total | $8,462,183 | $2,115,546 | $846,218 | $846,218 |

  57. Summary Compensation Table

    For information regarding determination of the amounts described in this footnote, see “Compensation Discussion and Analysis—Elements of Executive Compensation—2024 Annual Cash Incentive Bonuses,” and “Compensation Discussion and Analysis—Elements of Executive Compensation—2024 Long-Term Cash Incentive Bonuses.”

  58. Summary Compensation Table

    | (3) All Other Compensation in fiscal 2024 includes the following benefits paid or provided by the Company: |

  59. Summary Compensation Table

    | | Ronald J. Kramer | Robert F. Mehmel | Brian G. Harris | Seth L. Kaplan | | Life insurance/long-term care insurance policies | $162,578 | $44,250 | $26,542 | $28,534 | | 401(k) Retirement Plan—company contributions | $13,800 | $13,800 | $13,800 | $13,800 | | Nonqualified Deferred Compensation Plan—company contributions | $66,067 | $66,093 | $42,178 | $39,878 | | Personal automobile use | $74,016 | $40,706 | $29,432 | $24,992 | | Supplemental medical benefits | $48,910 | $24,528 | $24,528 | $24,528 | | Contributions allocated under ESOP | $17,821 | $17,173 | $17,634 | $17,150 | | Legal fees in connection with amended employment agreement | $40,000 | — | — | — | | Financial, investment estate planning, tax and insurance consulting fees | — | $16,985 | — | — | | Total | $423,192 | $223,535 | $154,114 | $148,882 |

  60. Grants of Plan-Based Awards-Fiscal 2024

    Grants of Plan-Based Awards-Fiscal 2024

  61. Grants of Plan-Based Awards-Fiscal 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | Grant | | Name | Grant Date | Date of Action of Compen- sation Committee, if different from Grant Date | Threshold ($) | Target ($) | Maxi- mum ($) | Thres- hold (#) | Target (#) | Maxi- mum (#) | Date Fair Value of Stock and Option Awards ($) | | Ronald J. Kramer Chairman and Chief Executive Officer | | | 920,000 | 2,100,000 | 3,666,667(2) | | | | | | | | | 1,800,000 | 3,600,000 | 5,400,000(3) | | | | | | | 3/20/24(4) | 3/18/24 | | | | 13,587 | 27,173 | 81,519 | 3,851,773 | | | 3/20/24(5) | 3/18/24 | | | | 20,380 | 40,760 | 122,280 | 2,559,320 | | Robert F. Mehmel President and Chief Operating Officer | | | 230,000 | 525,000 | 916,667(2) | | | | | | | | | 450,000 | 900,000 | 1,350,000(3) | | | | | | | 3/20/24(4) | 3/18/24 | | | | 6,794 | 13,587 | 40,761 | 1,925,957 | | | 3/20/24(5) | 3/18/24 | | | | 10,190 | 20,380 | 61,140 | 1,279,660 | | Brian G. Harris Executive Vice President and Chief Financial Officer | | | 92,000 | 210,000 | 366,667(2) | | | | | | | | | 180,000 | 360,000 | 540,000(3) | | | | | | | 3/20/24(4) | 3/18/24 | | | | 2,718 | 5,435 | 16,305 | 770,411 | | | 3/20/24(5) | 3/18/24 | | | | 4,076 | 8,152 | 24,456 | 511,864 | | Seth L. Kaplan Senior Vice President, General Counsel and Secretary | | | 92,000 | 210,000 | 366,667(2) | | | | | | | | | 180,000 | 360,000 | 540,000(3) | | | | | | | 3/20/24(4) | 3/18/24 | | | | 2,718 | 5,435 | 16,305 | 770,411 | | | 3/20/24(5) | 3/18/24 | | | | 4,076 | 8,152 | 24,456 | 511,864 |

  62. Grants of Plan-Based Awards-Fiscal 2024

    | (1) Dividends on shares underlying a restricted stock award that are declared during the period such award is outstanding and unvested are paid to the executive if and when, and to the extent, that such restricted stock award vests. | | (2) Represents short-term (annual) cash bonus award opportunities under the 2016 Performance Bonus Plan (based on certain EBITDA and working capital performance levels, and based on achievement of certain ESG goals) for the fiscal year ended September 30, 2024. | | (3) Represents long-term cash bonus award opportunities established by the Committee under the 2016 Performance Bonus Plan (based on the Company’s aggregate Core EPS and free cash flow) for the period commencing October 1, 2023 and ending September 30, 2026. See “Compensation Discussion and Analysis—Performance Criteria” on page 49 for a description of how Core EPS and free cash flow is determined. |

  63. Grants of Plan-Based Awards-Fiscal 2024

    | (4) Represents awards of performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 31, 2027 if the total shareholder return (“TSR”) of the Company’s common stock (the “Company TSR”) during the period March 20, 2024 to December 31, 2026 (the “Performance Period”) is at the 50th percentile of the TSRs of all companies that are in the Russell 2000 Index throughout the Performance Period. If the Company TSR is at the 25th percentile, the threshold number of shares will vest, and if Company TSR is at or above the 75% percentile, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if the Company TSR is between the 25th and 50th percentile or between the 50th and 75th percentile. If the Company TSR is below the 25th percentile, the entire grant will be forfeited. This award is subject to earlier vesting at target in the event of death or disability. If the executive is terminated by the Company without cause (or the executive terminates employment for good reason) within 24 months after a change in control of the Company, the award will vest at the greater of target and performance to date. In the event of a termination without cause (or by the executive for good reason) other than within 24 months after a change of control, the award is subject to pro rata vesting at the end of the performance period based upon the portion of the performance period that had elapsed as of the date of such termination and the Company TSR achieved during the entire Performance Period. | | (5) Represents awards of performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 31, 2027 if the Company achieves average return on invested capital of 19.5% for the three calendar years 2024, 2025 and 2026 (“Average ROIC”). If Average ROIC is 15.6%, the threshold number of shares will vest, and if Average ROIC is at or above 23.4%, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if Average ROIC is between the threshold and target level or between the target and maximum level. If Average ROIC is below the threshold level, the entire grant will be forfeited. This award is subject to earlier vesting at target in the event of death or disability. If the executive is terminated by the Company without cause (or the executive terminates employment for good reason) within 24 months after a change in control of the Company, the award will vest at the greater of target and performance to date. In the event of a termination without cause (or by the executive for good reason) other than within 24 months after a change of control, the award is subject to pro rata vesting at the end of the performance period based upon the portion of the performance period that had elapsed as of the date of such termination and the Average ROIC achieved during the entire Performance Period. |

  64. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information with respect to the outstanding equity awards of the named executive officers as of September 30, 2024.

  65. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10) | | Ronald J. Kramer | 396,000(1) | 27,720,000(1) | | | | Chairman and Chief Executive Officer | 151,382(2) | 10,596,740(2) | | | | | 151,382(3) | 10,596,740(3) | | | | | | | 34,216(4) | 2,395,120(4) | | | | | 34,216(5) | 2,395,120(5) | | | | | 13,587(6) | 951,090(6) | | | | | 20,380(7) | 1,426,600(7) | | Robert F. Mehmel | 132,000(1) | 9,240,000(1) | | | | President and Chief Operating Officer | 75,691(2) | 5,298,370(2) | | | | | 75,691(3) | 5,298,370(3) | | | | | | | 17,108(4) | 1,197,560(4) | | | | | 17,108(5) | 1,197,560(5) | | | | | 6,794(6) | 475,580(6) | | | | | 10,190(7) | 713,300(7) | | Brian G. Harris | 22,562(8) | 1,579,340(8) | | | | Executive Vice President and Chief Financial Officer | 19,339(9) | 1,353,730(9) | | | | | | | 2,718(6) | 190,260(6) | | | | | 4,076(7) | 285,320(7) | | Seth L. Kaplan | 20,826(8) | 1,457,820(8) | | | | Senior Vice President, General Counsel and Secretary | 17,852(9) | 1,249,640(9) | | | | | | | 2,718(6) | 190,260(6) | | | | | 4,076(7) | 285,320(7) |

  66. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) On January 27, 2021, Messrs. Kramer and Mehmel were granted awards with a target amount of 360,000 and 120,000 shares, respectively, of performance-based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 27, 2025 if the Company achieves a closing stock price of at least $26.18 on 30 consecutive trading days during the period commencing January 27, 2021 and ending January 27, 2025. However, the number of shares that ultimately vest is subject to up to a ten percent increase, and up to a twenty percent decrease, based on the total shareholder return (“TSR”) of the Company compared to the TSR performance of all companies in the Russell 2000 during the period from the grant date to December 31, 2024. Subject to certification by the Compensation Committee, it is expected that the number of shares that will vest will be 110% of the target amount (which amount is reflected in this table). |

  67. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (2) On March 10, 2022, Messrs. Kramer and Mehmel were granted awards with a target amount of 75,691 and 37,846 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 27, 2025 if the Company’s TSR during the period March 10, 2022 to December 31, 2024 (the “Performance Period”) is at the 50th percentile of the TSRs of all companies that are in the Russell 2000 Index throughout the Performance Period. If the Company TSR was at the 25th percentile, the threshold number of shares would vest, and if Company TSR was at or above the 75% percentile, the maximum number of shares would vest; linear interpolation would be used to determine the number of shares that vest if the Company TSR was between the 25th and 50th percentile or between the 50th and 75th percentile. If the Company TSR was below the 25th percentile, the entire grant would be forfeited. It is expected that the Compensation Committee will certify that the Company TSR was above the 75th percentile, and therefore that the maximum number of shares will be deemed to have vested; accordingly, the maximum numbers of shares are reflected in this table. | | (3) On March 10, 2022, Messrs. Kramer and Mehmel were granted awards with a target amount of 75,691 and 37,846 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 27, 2025 if the Company achieves average return on invested capital of 9.4% for the three calendar years 2022, 2023 and 2024 (“Average ROIC”). If Average ROIC was 7.5%, the threshold number of shares would vest, and if Average ROIC is at or above 11.3%, the maximum number of shares would vest; linear interpolation would be used to determine the number of shares that vest if Average ROIC was between the threshold and target level or between the target and maximum level. If Average ROIC was below the threshold level, the entire grant would be forfeited. It is expected that the Compensation Committee will certify that the Average ROIC was above 11.3%, and therefore that the maximum number of shares will be deemed to have vested; accordingly, the maximum numbers of shares are reflected in this table. | | (4) On November 16, 2022, Messrs. Kramer and Mehmel were granted awards with a target amount of 34,216 and 17,108 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on November 30, 2025 if the Company’s TSR during the period November 16, 2022 to September 30, 2025 (the “Performance Period”) is at the 50th percentile of the TSRs of all companies that are in the Russell 2000 Index throughout the Performance Period. If the Company TSR is at the 25th percentile, the threshold number of shares will vest, and if Company TSR is at or above the 75% percentile, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if the Company TSR is between the 25th and 50th percentile or between the 50th and 75th percentile. If the Company TSR is below the 25th percentile, the entire grant will be forfeited. The minimum (threshold) number of shares that could vest under these grants to Messrs. Kramer and Mehmel, subject to achievement of the threshold performance level, is 17,108 and 8,554 shares, respectively. | | (5) On November 16, 2022, Messrs. Kramer and Mehmel were granted awards with a target amount of 34,216 and 17,108 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on November 30, 2025 if the Company achieves average return on invested capital of 12.8% for the three fiscal years 2023, 2024 and 2025 (“Average ROIC”). If Average ROIC is 10.24%, the threshold number of shares will vest, and if Average ROIC is at or above 15.36%, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if Average ROIC is between the threshold and target level or between the target and maximum level. If Average ROIC is below the threshold level, the entire grant will be forfeited. The minimum (threshold) number of shares that could vest under these grants to Messrs. Kramer and Mehmel, subject to achievement of the threshold performance level, is 17,108 and 8,554 shares, respectively. | | (6) On March 20, 2024, Messrs. Kramer, Mehmel, Harris and Kaplan were granted awards with target amounts of 27,173, 13,587, 5,435 and 5,435 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 31, 2027 if the Company’s TSR during the period March 20, 2024 to December 31, 2026 (the “Performance Period”) is at the 50th percentile of the TSRs of all companies that are in the Russell 2000 Index throughout the Performance Period. If the Company TSR is at the 25th percentile, the threshold number of shares will vest, and if Company TSR is at or above the 75% percentile, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if the Company TSR is between the 25th and 50th percentile or between the 50th and 75th percentile. If the Company TSR is below the 25th percentile, the entire grant will be forfeited. The minimum (threshold) number of shares that could vest under these grants to Messrs. Kramer, Mehmel, Harris and Kaplan, subject to achievement of the threshold performance level, is 13,587, 6,794, 2,718 and 2,718 shares, respectively. | | (7) On March 20, 2024, Messrs. Kramer, Mehmel, Harris and Kaplan were granted awards with target amounts of 40,760, 20,380, 8,152 and 8,152 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 31, 2027 if the Company achieves average return on invested capital of 19.5% for the three calendar years 2024, 2025 and 2026 (“Average ROIC”). If Average ROIC is 15.6%, the threshold number of shares will vest, and if Average ROIC is at or above 23.4%, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if Average ROIC is between the threshold and target level or between the target and maximum level. If Average ROIC is below the threshold level, the entire grant will be forfeited. The minimum (threshold) number of shares that could vest under these grants to Messrs. Kramer, Mehmel, Harris and Kaplan, subject to achievement of the threshold performance level, is 20,380, 10,190, 4,076 and 4,076 shares, respectively. | | (8) On November 15, 2021 Messrs. Harris and Kaplan received awards of 22,562 and 20,826 shares, respectively, of performance-based restricted stock. On November 16, 2022, the Committee certified the achievement of the performance criteria with respect to these restricted stock awards; these awards vested on November 30, 2024. | | (9) On November 16, 2022 Messrs. Harris and Kaplan received awards of 19,339 and 17,852 shares, respectively, of performance-based restricted stock. On November 14, 2023, the Committee certified the achievement of the performance criteria with respect to these restricted stock awards; these awards will vest, subject to the executive’s continued employment, on November 30, 2025. | | (10) The value reflected is based upon the closing price per share of the common stock of $70.00 on September 30, 2024. |

  68. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth information with respect to the number of options and shares of restricted stock granted to the named executive officers in previous years that were exercised or vested during the fiscal year ended September 30, 2024, as well as the value of the stock on the exercise or vesting date.

  69. Option Exercises and Stock Vested in Fiscal 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ronald J. Kramer | 182,203 | 10,310,868(2) | | Chairman and Chief Executive Officer | 495,000 | 30,190,050(3) | | Robert F. Mehmel | 45,551 | 2,577,731(2) | | President and Chief Operating Officer | 165,000 | 10,063,350(3) | | Brian G. Harris | 18,220 | 1,031,070(2) | | Executive Vice President and Chief Financial Officer | 27,498 | 1,279,482(4) | | Seth L. Kaplan | 18,220 | 1,031,070(2) | | Senior Vice President, General Counsel and Secretary | 25,206 | 1,172,835(4) |

  70. Option Exercises and Stock Vested in Fiscal 2024

    | (1) Value is based on the closing price of Griffon common stock on the date of vesting. | | (2) Represents the value of 182,203, 45,551, 18,220 and 18,220 shares of restricted stock on the vesting date of December 17, 2023, which was not a trading day. The closing price of Griffon common stock on the most recent trading day prior to December 17, 2023 was $56.59. | | (3) Represents the value of 495,000 shares and 165,000 shares of restricted stock on the vesting date of January 30, 2024; the closing price of Griffon common stock on such date was $60.99. | | (4) Represents the value of 27,498 and 25,206 shares of restricted stock on the vesting date of November 30, 2023; the most recent closing price of Griffon common stock as of such date was $46.53. |

  71. Nonqualified Deferred Compensation Plan in 2024

    Nonqualified Deferred Compensation Plan in 2024 Under the NDCP, eligible employees of Griffon Corporation, including our NEOs, may defer up to 8% of their cash compensation that is in excess of the statutory contribution limits applicable to our 401(k) Plan, up to a certain limit. We match 50% of a participant’s contributions to the NDCP. Participants’ elective deferrals are fully vested at all times; matching contributions are 50% vested after two years of service and 100% vested after three years of service. All of our NEOs have over three years of service and therefore are fully vested in all matching contributions at all times. Participants are permitted to choose from a variety of investment options for investing their elective deferrals and matching contributions. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Retirement, Health and Welfare Benefits and Other Perquisites” for additional information. All of our NEOs participated in the NDCP in 2024.

  72. Nonqualified Deferred Compensation Plan in 2024

    | | Executive Contributions in Fiscal 2024(1) | Company Contributions in Fiscal 2024(2) | Aggregate earnings in Fiscal 2024(3) | Aggregate balance at September 30, 2024(4) | | Ronald J. Kramer | $132,135 | $66,067 | $197,619 | $966,539 | | Chairman and Chief Executive Officer | | | | | | Robert F. Mehmel | $132,185 | $66,093 | $109,966 | $787,948 | | President and Chief Operating Officer | | | | | | Brian G. Harris | $84,355 | $42,178 | $59,694 | $437,603 | | Executive Vice President and Chief Financial Officer | | | | | | Seth L. Kaplan | $79,756 | $39,878 | $50,016 | $408,837 | | Senior Vice President, General Counsel and Secretary | | | | |

  73. Nonqualified Deferred Compensation Plan in 2024

    | (1) These amounts represent contributions made by each NEO and are also reported in the “Salary” column of the Summary Compensation Table. | | (2) These amounts represent Company matching contributions for each NEO and are also reported in the “All Other Compensation” column of the Summary Compensation Table. | | (3) These amounts represent earnings on NDCP account balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table. | | (4) These amounts represent each NEO’s aggregate balance under the NDCP at September 30, 2024 and include amounts that have been reported in the Summary Compensation Table in prior years. |

  74. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described above under the section entitled “Compensation Discussion and Analysis—Employment Agreements,” we have entered into amended and restated employment agreements with Ronald J. Kramer, our Chief Executive Officer, and Robert F. Mehmel, our President and Chief Operating Officer, and amended ad restated severance agreements with Brian G. Harris, our Executive Vice President and Chief Financial Officer, and Seth L. Kaplan, our Senior Vice President, General Counsel and Secretary. These agreements provide for certain severance payments and other post-termination benefits in the event of employment termination under certain circumstances. The following tables provide estimates of the potential severance and other post-termination benefits that Mr. Kramer, Mr. Mehmel, Mr. Harris and Mr. Kaplan would be entitled to receive assuming their respective employment was terminated as of September 30, 2024 for the reason set forth in each of the columns. As discussed above under the section entitled “Compensation Discussion and Analysis—Tax Implications,” we do not provide any tax gross-ups in connection with the compensation arrangements, including any severance or change in control payments, for our named executive officers.

  75. CEO Pay Ratio

    CEO Pay Ratio Applicable SEC rules require the disclosure of our median employee’s pay and the ratio of our CEO’s pay to the median employee’s pay. Mr. Kramer’s pay for fiscal 2024, as indicated in our 2024 Summary Compensation Table, was $16,545,460, and the fiscal 2024 pay of our median employee, determined in the manner set forth below, was $54,402.84. The ratio of Mr. Kramer’s pay to our median employee’s pay as determined under applicable SEC rules is therefore 304:1. In selecting the median employee, we used our global employment roster, other than our CEO, as of June 30, 2024. We used annual taxable earnings for calendar year 2023 as our compensation definition, which we gathered from payroll records. For any foreign country in which the latest period for which annual taxable earnings was calculated was not calendar year 2023, we used the most recent annual period. We did not utilize cost-of-living adjustments. We annualized pay for permanent employees who commenced work during 2023. We did not exclude any employees in a foreign country. Our total number of employees as of the determination date was 5,846, with U.S. employees totaling 4,435 and employees in a foreign country totaling 1,411. Approximately 41% of these employees were salaried and approximately 59% of these employees, including the person who was determined to be the median employee, were paid on an hourly basis.

  76. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” or “CAP” and certain financial performance of the Company. You should refer to the “Compensation Discussion and Analysis” section in this proxy statement for a description of our pay-for-performance philosophy and how we design our compensation programs to align executive compensation with the Company’s performance.

  77. Pay for Performance Table

    | (1) Our CEO was Ronald J. Kramer for each of 2024, 2023, 2022 and 2021. | | (2) The “compensation actually paid” (or “CAP”) to our CEO reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2024, 2023, 2022 and 2021: |

  78. Fiscal 2024 Directors’ Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($)(3) | | Henry A. Alpert | 80,500 | 109,998 | 190,498 | | Jerome L. Coben | 118,000 | 109,998 | 227,998 | | Travis W. Cocke (1) | 4,500 | — | 4,500 | | H. C. Charles Diao | 79,000 | 109,998 | 188,998 | | Louis J. Grabowsky | 112,500 | 109,998 | 222,498 | | Lacy M. Johnson | 103,000 | 109,998 | 212,998 | | General Victor E. Renuart | 79,000 | 109,998 | 188,998 | | James W. Sight | 92,500 | 109,998 | 202,498 | | Samanta Hegedus Stewart | 88,000 | 109,998 | 197,998 | | Kevin F. Sullivan | 109,000 | 109,998 | 218,998 | | Michelle L. Taylor | 92,500 | 109,998 | 202,498 | | Cheryl L. Turnbull | 104,000 | 109,998 | 213,998 |