Griffon CORP DEF 14A Filing

Ticker: GFF · Form: DEF 14A · Filed: Jan 27, 2025 · CIK: 50725

Sentiment: neutral

Filing Stats: 4,770 words · 19 min read · ~16 pages · Grade level 14.3 · Accepted 2025-01-27 16:31:39

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 38 Proposal 4 – Advisory Vote Regarding Executive Compensation 91 Audit Committee Report 92 Proposal 5 – Ratification of Independent Registered Public Accounting Firm 93 Certain Relationships and Related Person Transactions 95

Financial Statements

Financial Statements 96 Delinquent Section 16(a) Reports 96 Miscellaneous Information 96 Appendix A A-1 Appendix B B-1 Appendix C C-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 eleven directors for a term of one year FOR 16 2. Approval of an Amendment to our Certificate of Incorporation to reduce the size of the Board to a range of nine to eleven directors FOR 34 3. Approval of an Amendment to our Certificate of Incorporation to provide for the exculpation of certain officers from breaches of fiduciary duty to the extent permitted by Delaware law FOR 36 4. Advisory vote on executive compensation FOR 91 5. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025 FOR 93 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 "Proposal 1–Election of Directors" on page 16. Name Age Director Since Principal Occupation Independent Committee Memberships Henry A. Alpert 77 1995 President, Spartan Petroleum Corp. Nominating and Corporate Governance (NCG), Finance Jerome L. Coben 80 2020 Retired Partner, Skadden, Arps, Slate, Meagher and Flom LLP Compensation, Finance H. C. Charles Diao 67 2022 Senior Vice President, Finance and Corporate Treasurer, Bally's Corporation Finance Louis J. Grabowsky 73 2015 Founder and principal of Juniper Capital Management Audit Lacy M. Johnson 72 2019 Partner, Public Affairs Strategies Gr

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 38 of this Proxy Statement for a complete understanding of our compensation program. Compensation program highlights Based on shareholder feedback, - our CFO and General Counsel now receive restricted stock grants with the same performance metrics and goals as the CEO and COO - 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 For fiscal 2023 and fiscal 2024, we used 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 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 27, 2025, this Proxy Statement is being mailed to stockholders who were stockholders as of the January 21, 2025 record date, as part of the Board of Directors' solicitation of proxies for Griffon's Annual Meeting and any postponements or adjournments thereof. This Proxy Statement and Griffon's 2024 Annual Report to Stockholders and Annual Report on Form 10-K (which have been made available to stockholders eligible to vote at the Annual Meeting) contain information that the Board of Directors believes offers an informed view of Griffon Corporat

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing