Griffon Corp. Announces 2024 Annual Meeting of Shareholders

Ticker: GFF · Form: DEF 14A · Filed: Jan 29, 2024 · CIK: 50725

Griffon CORP DEF 14A Filing Summary
FieldDetail
CompanyGriffon CORP (GFF)
Form TypeDEF 14A
Filed DateJan 29, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$389 million, $285 million, $99 million, $112.7 million, $270.9
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Equity Incentive Plan

TL;DR

<b>Griffon Corporation is holding its 2024 Annual Meeting on March 20, 2024, to elect directors, vote on executive compensation, and approve equity plan amendments.</b>

AI Summary

GRIFFON CORP (GFF) filed a Proxy Statement (DEF 14A) with the SEC on January 29, 2024. Griffon Corporation will hold its 2024 Annual Meeting of Shareholders on March 20, 2024, at 10:00 a.m. Eastern Time. The meeting will include the election of thirteen directors for a one-year term. Shareholders will vote on an advisory basis regarding executive compensation. Approval is sought for an amendment to the 2016 Equity Incentive Plan to increase available shares. Grant Thornton LLP is proposed for ratification as the independent registered public accounting firm for fiscal year 2024.

Why It Matters

For investors and stakeholders tracking GRIFFON CORP, this filing contains several important signals. The election of directors and advisory vote on executive compensation are standard governance procedures that allow shareholders to voice their opinions on the company's leadership and pay practices. The proposed amendment to the equity incentive plan and ratification of the auditor are key decisions that impact future share dilution and financial oversight, respectively.

Risk Assessment

Risk Level: low — GRIFFON CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational news, indicating a low level of risk.

Analyst Insight

Shareholders should review the proposals regarding director elections, executive compensation, and equity incentive plan amendments before the March 20, 2024 meeting.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

When did GRIFFON CORP file this DEF 14A?

GRIFFON CORP filed this Proxy Statement (DEF 14A) with the SEC on January 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by GRIFFON CORP (GFF).

Where can I read the original DEF 14A filing from GRIFFON CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by GRIFFON CORP.

What are the key takeaways from GRIFFON CORP's DEF 14A?

GRIFFON CORP filed this DEF 14A on January 29, 2024. Key takeaways: Griffon Corporation will hold its 2024 Annual Meeting of Shareholders on March 20, 2024, at 10:00 a.m. Eastern Time.. The meeting will include the election of thirteen directors for a one-year term.. Shareholders will vote on an advisory basis regarding executive compensation..

Is GRIFFON CORP a risky investment based on this filing?

Based on this DEF 14A, GRIFFON CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational news, indicating a low level of risk.

What should investors do after reading GRIFFON CORP's DEF 14A?

Shareholders should review the proposals regarding director elections, executive compensation, and equity incentive plan amendments before the March 20, 2024 meeting. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

Proxy Statement
A document filed by a company with the SEC that contains information that shareholders need to make informed voting decisions. (Provides details on the agenda items for the annual shareholder meeting, including director nominations and executive compensation.)
Equity Incentive Plan
A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and executives. (The proposed amendment seeks to increase the number of shares available for future awards, impacting potential dilution and employee incentives.)

Filing Stats: 4,711 words · 19 min read · ~16 pages · Grade level 13.9 · Accepted 2024-01-29 16:01:54

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 36 Proposal 2 &ndash; Advisory Vote Regarding Executive Compensation 87 Proposal 3 &ndash; Approval of Amendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan 88 Audit Committee Report 102 Proposal 4 &ndash; Ratification of Independent Registered Public Accounting Firm 103 Certain Relationships and Related Person Transactions 105

Financial Statements

Financial Statements 106 Miscellaneous Information 106 Appendix A A-1 Appendix B B-1 3 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting. AGENDA AND VOTING RECOMMENDATIONS Proposal Board Vote Recommendation Page Reference 1. Election of thirteen directors for a term of one year FOR 15 2. Advisory vote on executive compensation FOR 87 3. Approval of Amendment No. 1 to the Amended and Restated 2016 Equity Incentive Plan to increase the number of shares available for future awards FOR 88 4. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2024 FOR 103 COMPOSITION OF BOARD OF DIRECTORS 4 The following table provides summary information about each nominee for election at the Annual Meeting. Each nominee is currently a director on our Board. For more detailed information about our directors, see &ldquo;Proposal 1&ndash;Election of Directors&rdquo; on page 15. Name Age Director Since Principal Occupation Independent Committee Memberships Henry A. Alpert 76 1995 President, Spartan Petroleum Corp. Nominating and Corporate Governance (NCG), Finance Jerome L. Coben 79 2020 Retired Partner, Skadden, Arps, Slate, Meagher and Flom LLP Compensation, Finance Travis W. Cocke 36 2023 Founder and Chief Investment Officer of Voss Capital NCG H. C. Charles Diao 66 2022 Senior Vice President, Finance and Corporate Treasurer, Bally&rsquo;s Corporation Finance Louis J. Grabowsky 72 2015 Founder and principal of Juniper Capital Management Audit Lacy M. Johnson 71 2019 Partner, Public Affairs Strategies Group, Taft Stettinius & Hollister LLP Compensation, NCG Ronald J. Kramer 65 1993 Chief Executive Offi

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS We strive to provide incentives to senior management to achieve both short-term and long-term objectives and to reward exceptional performance. We believe our compensation practices and our overall level of executive compensation reflect our commitment to performance-based pay. We provide highlights of our compensation program below. Please review our Compensation Discussion and Analysis and compensation-related tables beginning on page 36 of this Proxy Statement for a complete understanding of our compensation program. Compensation program highlights &bull; Based on shareholder feedback, - beginning in fiscal 2024, our CFO and General Counsel will receive restricted stock grants with the same performance metrics and goals as the CEO and COO - beginning in fiscal 2023, we included ESG as a performance metric for our short-term cash incentive program for our NEOs - beginning in fiscal 2022, we included free cash flow as a component of our long-term cash incentive program for our NEOs - beginning in fiscal 2022, we included return on invested capital as a performance measure for equity grants to our CEO and COO &bull; For fiscal 2023 and fiscal 2024, we use three different performance metrics as the basis for our short-term cash program, with weightings of 75% assigned to EBITDA, 15% assigned to working capital and 10% assigned to ESG &bull; We reduced our CEO&rsquo;s total compensation by 8.2% from fiscal 2022 to fiscal 2023, and by 27.5% from fiscal 2021 to fiscal 2022, as reported in the summary compensation table, notwithstanding that the Company generated record operating results in fiscal 2023 8 PERFORMANCE-BASED COMPENSATION STRUCTURE [Note: equity awards are based upon grant date value] 9 ABOUT THE MEETING Why did I receive these proxy materials? Beginning on or shortly after January 29, 2024, this Proxy Statement is being mailed to stockholders who were stockholders as of the January 22, 2024 re

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