UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

GRIFFON CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if the other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PROXY STATEMENT
AND NOTICE OF
2025 ANNUAL MEETING
OF SHAREHOLDERS

Annual Meeting of Shareholders
March 11, 2025, 10:00 a.m. Eastern Daylight Time

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Items of Business:	1.	Election of eleven directors for a term of one year
	2.	Approval of an amendment to our Amended and Restated Certificate of Incorporation (as amended prior to the date hereof, the “Certificate of Incorporation”), to reduce the size of the Board to a range of nine to eleven directors
	3.	Approval of an amendment to our Certificate of Incorporation to provide for the exculpation of certain of our officers from breaches of fiduciary duty to the extent permitted by Delaware law
	4.	Advisory vote on executive compensation
	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
	6.	Any other matters that properly come before the meeting


MEETING INFORMATION

Date:	March 11, 2025

Time:	10:00 a.m. Eastern Daylight Time

Place:	Dechert LLP
	1095 Avenue of the Americas
	New York, NY 10036


WHO MAY VOTE

You can vote if you were a stockholder at the close of business on January 21, 2025, the record date.


MATERIALS TO REVIEW

This booklet contains our Notice of Annual Meeting and Proxy Statement. You may access this booklet, as well as our 2024 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, at the following website: http://www.astproxyportal.com/ast/03170

Your vote is extremely important. It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. Most stockholders are unable to attend the Annual Meeting. Even if you do plan to attend the Annual Meeting, we urge you to promptly vote by using the enclosed proxy card to vote by telephone or the Internet. You may also sign, date and return the proxy card in the postage-paid envelope provided. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxies as recommended by the Board of Directors. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting. You can change your voting instructions or revoke your proxy at any time prior to the Annual Meeting by following the instructions included in this Proxy Statement and on the proxy card.

If you have any questions or need help voting your shares, please call the firm assisting us with the proxy solicitation:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 800-5182
Banks and Brokers may call collect: (212) 750-5833

This Proxy Statement is dated January 27, 2025
and is being mailed with the form of proxy on or shortly after January 27, 2025.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with rules of the Securities and Exchange Commission, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on March 11, 2025 at 10:00 a.m. at 1095 Avenue of the Americas, New York, NY 10036. The Company’s Proxy Statement, 2024 Annual Report on Form 10-K and Annual Report to Stockholders will be available online at http://www.astproxyportal.com/ast/03170.

By Order of the Board of Directors

Seth L. Kaplan
Senior Vice President, General Counsel and Secretary

TABLE OF CONTENTS

Proxy Statement Summary	4
About the Meeting	10
Proposal 1
– Election of Directors	16
Corporate Governance	25
Stock Ownership	32
Proposal 2
– Approval of an Amendment to Our Certificate of Incorporation to Reduce the Size of the Board	34
Proposal 3
– Approval of an Amendment to Our Certificate of Incorporation to Provide for the Exculpation of Certain Officers from Breaches of Fiduciary Duty as Permitted by Delaware Law	36
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	96
Delinquent Section 16(a) Reports	96
Miscellaneous Information	96
Appendix A	A-1
Appendix B	B-1
Appendix C	C-1

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

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 Group, Taft Stettinius & Hollister LLP		Compensation, NCG
Ronald J. Kramer	66	1993	Chief Executive Officer and Chairman of the Board, Griffon Corporation
James W. Sight	69	2019	Private Investor		Audit
Samanta Hegedus Stewart	49	2018	Former Investor Relations Executive		Compensation, NCG
Kevin F. Sullivan	71	2013	Retired Executive		Audit, Finance
Michelle L. Taylor	56	2022	Vice President, Supply Chain, NiSource Inc.		Audit
Cheryl L. Turnbull	64	2018	Senior Director of the Keenan Center for Entrepreneurship at The Ohio State University		Compensation

GOVERNANCE HIGHLIGHTS

We recognize that strong corporate governance contributes to long-term shareholder value. We strive to ensure that our corporate governance reflects best practices tailored, as necessary, to our culture, goals and strategy. Our corporate governance practices include the items below:

Recent Changes

•

In 2022, we committed that, by 2025, 40% of our independent directors would be women or persons of color. We met this goal in 2024.

•

In 2022 we began the transition to declassify our Board. Our Board was fully declassified by 2024.

•

In this proxy statement we are asking shareholders to approve an amendment to our charter to reduce the size of our Board from a range of twelve to fourteen directors to a range of nine to eleven directors.


Independence	Best Practices	Accountability

• Every member of the Board except our CEO is independent • Strong independent Lead Director with clearly delineated duties • All standing Board Committees composed entirely of independent directors • Independent directors hold regular executive sessions at the Board and Committee levels	• Annual shareholder outreach program • Proactive Board that is responsive to shareholder feedback • Diverse Board in terms of gender, ethnicity, and specific skills and qualifications • Regular Board refreshment (5 of 11 directors being nominated for re-election have joined the Board since 2019) • Strategy and risk oversight by full Board and Committees • Periodic changes to membership of standing Board Committees • Long-standing commitment to sustainability and corporate social responsibility • Robust stock ownership guidelines for executive officers and nonemployee directors	• Annual Board and Committee self-evaluations, including individual Board member evaluation • A substantial portion of compensation paid to our NEOs is performance-based • Clawback policy that applies to our short and long-term incentive plans

2024 PERFORMANCE SNAPSHOT

Our 2024 operating results continue to reflect the impact of the strategic actions taken to strengthen Griffon and position ourselves for additional growth and increased profitability, while providing the flexibility to return substantial capital to shareholders.

Our business model is delivering results

We generated record adjusted EBITDA and adjusted earnings per share (EPS), and substantial free cash flow, in fiscal 2024. Our fiscal 2024 free cash flow of $326 million allowed us to return a record $310 million to shareholders through a combination of dividends and share repurchases without increasing our net debt to EBITDA leverage ratio,⁽¹⁾which was 2.6x at the end of both fiscal 2024 and fiscal 2023. Our strong balance sheet, coupled with our solid free cash flow and proven ability to access the capital markets, provides flexibility to return capital to shareholders, reduce debt and/or pursue strategic acquisitions.

(1)	See Appendix A for the calculation of our net debt to EBITDA leverage ratio as of September 30, 2024 and September 30, 2023, which is calculated based on the applicable covenant in Griffon’s credit agreement.

(2)	On a continuing operations basis; excludes the results of the Telephonics business which was classified as discontinued operations in our Annual Report on Form 10-K filed on November 17, 2021.

(3)	For a reconciliation of Income (loss) before taxes from continuing operations to adjusted EBITDA (defined as segment adjusted EBITDA less unallocated amounts, excluding depreciation) for each of 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Income (loss) before taxes from continuing operations was $296.7 million for 2024, $112.7 million for 2023, ($270.9) million for 2022, and $110.0 million for 2021.

(4)	For a reconciliation of Earnings (loss) per share from continuing operations to adjusted Earnings per share from continuing operations for each of 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Earnings (loss) per share from continuing operations was $4.23 for 2024, $1.42 for 2023, $(5.57) for 2022, and $1.32 for 2021.

(5)	For a reconciliation of net cash provided by operating activities from continuing operations to free cash flow for each of 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Net cash from operating activities was $380.0 million for 2024, $431.8 million for 2023, $59.2 million for 2022, and $69.8 million for 2021.

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

PERFORMANCE-BASED COMPENSATION STRUCTURE

Note: equity awards are based upon grant date value

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 Corporation (referred to as “Griffon,” the “Company,” “we” or “us”) and meets the regulations of the Securities and Exchange Commission (the “SEC”) for proxy solicitations. Our management prepared this Proxy Statement for the Board of Directors.

What is the Notice of Internet Availability of Proxy Materials that I received in the mail instead of a full set of proxy materials?

As in past years, we are pleased to be using the SEC rule that allows companies to furnish their proxy materials over the Internet, instead of mailing printed copies of those materials to all stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. These stockholders will instead receive a “Notice of Internet Availability of Proxy Materials” with instructions for accessing our proxy materials, including our Proxy Statement and 2024 Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can obtain a paper copy of our proxy materials if they so choose. We believe this process will expedite stockholders’ receipt of proxy materials, lower the costs of our Annual Meeting and conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election. Stockholders who have elected to receive the proxy materials electronically will be receiving an email on or about January 27, 2025 with information on how to access stockholder information and instructions for voting.

What is being considered at the meeting?

You will be voting on the following matters:

	1.	The election of eleven directors for a term of one year

	2.	The approval of an amendment to our Certificate of Incorporation to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors

	3.	The 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

	4.	An advisory vote on executive compensation

	5.	The 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

We do not expect you to vote on any other matters at the meeting.

Who is entitled to vote at the meeting?

You are entitled to vote at the Annual Meeting if you owned stock as of the close of business on January 21, 2025. Each share of stock is entitled to one vote.

How does the Board recommend I vote on each of the proposals?

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE AS FOLLOWS:

	•	“FOR” THE ELECTION OF EACH OF THE ELEVEN DIRECTORS LISTED IN THIS PROXY STATEMENT UNDER PROPOSAL 1

	•	“FOR” THE PROPOSAL TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REDUCE THE SIZE OF OUR BOARD OF DIRCTORS FROM A RANGE OF TWELVE TO FOURTEEN DIRECTORS TO A RANGE OF NINE TO ELEVEN DIRECTORS UNDER PROPOSAL 2

	•	“FOR” THE PROPOSAL TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OF OUR OFFICERS FROM BREACHES OF FIDUCIARY DUTY AS PERMITTED BY DELAWARE LAW UNDER PROPOSAL 3

	•	“FOR” THE NON-BINDING, ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION UNDER PROPOSAL 4

	•	“FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE CURRENT FISCAL YEAR UNDER PROPOSAL 5

All valid proxies will be voted as the Board unanimously recommends, unless otherwise specified. A shareholder may revoke a proxy before the proxy is voted at the Annual Meeting by giving written notice of revocation to the Secretary of the Company, by executing and delivering a later-dated proxy, by casting a new vote by telephone or the Internet or by attending the Annual Meeting in person and voting the shares the proxy represents at the Annual Meeting.

Can a Shareholder Raise Other Business at the Annual Meeting?

Under our governing documents, no other business may be raised by a shareholder at the Annual Meeting unless proper and timely notice has been given to us by the shareholder seeking to bring such business before the Annual Meeting. As of the date of this Proxy Statement, the Board knows of no business other than that set forth above to be transacted at the Annual Meeting, but if other matters requiring a vote do arise, it is the intention of the persons named on the proxy card, to whom you are granting your proxy and to whom such proxy confers discretionary authority to vote on any unanticipated matters, to vote in accordance with their best judgment on such matters.

How do I vote?

VOTING BY PROXY

For stockholders whose shares are registered in their own names, as an alternative to voting in person at the Annual Meeting, you may vote by proxy via the Internet, by telephone or by mailing a completed proxy card. For those stockholders who receive a Notice of Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone. For those stockholders who receive a paper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card; alternatively, such stockholders who receive a paper proxy card may vote by mail by signing and returning the proxy card in the prepaid and addressed envelope that is enclosed with the proxy materials. In each case, your shares will be voted at the Annual Meeting in the manner you direct.

If your shares are registered in the name of a bank or brokerage firm (your record holder), you may also submit your voting instructions over the Internet or by telephone by following the instructions provided by your record holder in the Notice of Internet Availability of Proxy Materials. If you received printed copies of the proxy materials, you can submit voting instructions by telephone or mail by following the instructions provided by your record holder on the enclosed voting instructions card. Those who elect to vote by mail should complete and return the voting instructions card in the prepaid and addressed envelope provided.

VOTING AT THE MEETING

If your shares are registered in your own name, you have the right to vote in person at the Annual Meeting by using the ballot provided at the Annual Meeting. If you hold shares through a bank or brokerage firm and wish to be able to vote in person at the Annual Meeting, you must obtain a “legal proxy” from your brokerage firm, bank or other holder of record and present it to the inspector of elections with your ballot at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the meeting as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy or voting instructions in advance of the meeting will not affect your right to vote in person should you decide to attend the Annual Meeting.

It is extremely important that your shares be represented and voted at the Annual Meeting. If you have any questions or need assistance voting, please call Innisfree, our proxy solicitor, at (212) 750-5833 (call collect) or (877) 800-5182 (toll-free from the U.S. and Canada).

Can I change my mind after I return my proxy?

Yes, you may change your mind at any time before the vote is taken at the meeting. You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy card with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to Griffon’s Secretary at our principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the Annual Meeting if you obtain a legal proxy as described above.

What if I return my proxy card but do not include voting instructions?

If you sign and return a proxy card, but do not include voting instructions, your shares will be voted FOR the election of the nominee directors, FOR the approval of the amendment to our Certificate of Incorporation to reduce the size of our Board of Directors from a range of twelve to fourteen directors to a range of nine to eleven directors, FOR the approval of the amendment to our Certificate of Incorporation to provide for the exculpation of certain of our officers from breaches of fiduciary duty as permitted by Delaware law, FOR the approval, on an advisory basis, of the compensation of Griffon’s named executive officers as presented in this Proxy Statement, and FOR the ratification of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

What does it mean if I receive more than one proxy card?

If you receive multiple Proxy Statements or proxy cards, your shares are likely registered differently or are in more than one account, such as individually and also jointly with your spouse. Please vote each and every proxy card or voting instruction form you receive. Only the latest dated proxy you submit will be counted.

We recommend that, at some point, you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Equiniti Trust Company, LLC (“Equiniti”) and their telephone number is 718-921-8200.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we are delivering a single copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement and our 2024 Annual Report to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees, and conserves natural resources. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement and our 2024 Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement or our 2024 Annual Report, stockholders may write or call our proxy solicitor at the following address and telephone number:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 800-5182
Banks and Brokers may call collect: (212) 750-5833

Stockholders who are the beneficial, but not the record, holder of shares of Griffon stock may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Will my shares be voted if I do not provide my proxy?

If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy, unless you attend the meeting and vote in person.

Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Under applicable NYSE rules, brokerage firms generally have the authority to vote customers’ shares on certain “routine” matters, including the ratification of the independent registered public accounting firm. At our meeting, these shares will be counted as voted by the brokerage firm with respect to the ratification of the independent registered public accounting firm in proposal five.

Brokers are prohibited from exercising discretionary authority on non-routine matters. Proposals one, two, three and four are considered non-routine matters, and therefore brokers cannot exercise discretionary authority regarding these proposals for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases in which you abstain from voting on a matter when present at the meeting and entitled to vote, those shares will still be counted for purposes of determining if a quorum is present.

How are shares in the Griffon Corporation Employee Stock Ownership Plan Voted?

If you are a participant in the Griffon Corporation Employee Stock Ownership Plan (“ESOP”), you may vote the shares you own through the ESOP via the Internet, by telephone or, if you receive a proxy card in the mail, by mailing a completed proxy card. Shares owned by ESOP participants may NOT be voted in person at the Annual Meeting.

Equiniti will tabulate the votes of participants in the ESOP. The results of the votes received from the ESOP participants will serve as voting instructions to Principal Financial Services, Inc., the trustee of the ESOP. The trustee will vote the shares as instructed by the ESOP participants. If a participant does not provide voting instructions, the trustee will vote the shares allocated to the participant’s ESOP account in the same manner and proportions as those votes cast by other participants submitting timely voting instructions. Equiniti will keep how you vote your shares confidential.

How many votes must be present to hold the meeting?

Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly submit your proxy. In order for us to conduct our meeting, the holders of a majority of our outstanding shares of common stock as of January 21, 2025 must be present at the meeting. This is referred to as a quorum. On January 21, 2025, there were 48,059,823 shares of common stock outstanding and entitled to vote.

What vote is required to elect directors?

Directors are elected by a plurality of the votes cast, so the eleven director nominees receiving the most votes will be elected. You may vote “FOR” up to eleven nominees to the Board, or you may WITHHOLD authority with respect to all nominees or one or more nominees. Broker non-votes will have no impact on the outcome of the vote.

What vote is required to approve the amendment to our Certificate of Incorporation to reduce the size of the Board of Directors?

Approval of the proposed amendment to our Certificate of Incorporation to reduce the size of the Board of Directors requires the favorable vote of the holders of at least 66-2/3% of the total voting power of all outstanding shares of our capital stock. This means that the holders of at least 66-2/3% of our outstanding common stock must vote “FOR” the amendment for this proposal to pass. If you fail to vote or fail to instruct your broker or other nominee to vote, or abstain from voting on this proposal, it will have the same effect as a vote AGAINST such proposal.

What vote is required to approve the amendment to our Certificate of Incorporation to provide for the exculpation of officers?

Approval of the proposed amendment to our Certificate of Incorporation to provide for the exculpation of officers from breaches of fiduciary duty to the extent permitted by Delaware law requires the favorable vote of the holders of at least a majority of the total voting power of all outstanding shares of our capital stock. This means that the holders of over 50% of our outstanding common stock must vote “FOR” the amendment for this proposal to pass. If you fail to vote or fail to instruct your broker or other nominee to vote, or abstain from voting on this proposal, it will have the same effect as a vote AGAINST such proposal.

Why did our Board of Directors approve an amendment to our Bylaws?

The Board approved a corresponding amendment to our Amended and Restated Bylaws (“Bylaws”) to reduce the size of the Board as described above, which would only become effective upon shareholder approval of the amendment to our Certificate of Incorporation to reduce the size of the Board of Directors. Pursuant to Delaware law and our Amended and Restated Bylaws, the amendment to our Bylaws is not subject to stockholder approval. The text of the amendment to our Bylaws is set forth on page 35 in the Section setting forth Proposal 2.

What vote is required to approve the advisory vote on executive compensation?

Approval of the advisory vote on executive compensation requires the favorable vote of a majority of the shares present in person or by proxy and entitled to vote on the matter at the Annual Meeting once a quorum is present. Abstentions will have the same impact as a vote against this proposal. Broker non-votes will have no impact on the outcome of this vote. Because this vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

What vote is required to ratify the selection by our Audit Committee of Grant Thornton LLP as our independent registered public accounting firm?

The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote on the item will be required for approval. Abstentions will have the same impact as a vote against this proposal.

PROPOSAL 1 - ELECTION OF DIRECTORS

Summary

We have the right board to continue executing on Griffon’s strategy to drive margin expansion and growth. We believe that our Board is composed of individuals who collectively possess the right mix of skills, qualifications, and experience to promote shareholder interests and oversee management as it executes on its strategic plans and positions Griffon for future growth and increased profitability.

Our Certificate of Incorporation currently provides for a Board of Directors consisting of not less than twelve nor more than fourteen directors. Our Board was previously divided into three classes, with the term of each class expiring in successive years. In 2022, we amended our Certificate of Incorporation to eliminate our classified structure over the course of two years. Each director is now elected for a one-year term.

Our Board of Directors now consists of twelve directors as set forth below. Eleven of our current twelve directors have been nominated for re-election at the 2025 Annual Meeting of Stockholders. Victor Eugene Renuart, who has served on our Board since 2014, will be retiring from the Board of Directors effective as of the conclusion of the election of directors at our 2025 Annual Meeting and accordingly is not being nominated for re-election.

GRIFFON’S CURRENT BOARD OF DIRECTORS

Members of the Board

(To Serve Until the Annual Meeting of Stockholders in 2025)

Henry A. Alpert

Jerome L. Coben

H. C. Charles Diao

Louis J. Grabowsky

Lacy M. Johnson

Ronald J. Kramer

General Victor Eugene Renuart (USAF Ret.)

James W. Sight

Samanta Hegedus Stewart

Kevin S. Sullivan

Michelle L. Taylor

Cheryl L. Turnbull

Under Proposal 2 contained in this Proxy Statement, shareholders are being asked to approve an amendment to our Certificate of Incorporation to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors. If this amendment is approved by shareholders, the size of the Board will be fixed at eleven directors immediately following the 2025 Annual Meeting of Shareholders. Should this amendment not be approved by shareholders, the size of the Board will remain at twelve directors and the Board will fill the existing vacancy on the Board in due course in accordance with the terms of our Bylaws.

Director Diversity

Our directors have a diverse mix of backgrounds, qualifications, skills and experiences that we believe contribute to a well-rounded Board that is positioned to effectively oversee our strategy. We have a balance of new and tenured directors, reflecting our commitment to proactive Board refreshment. Based on the expected composition of our Board immediately following the 2025 Annual Meeting of Shareholders:

•	The average age of our directors is 68 years and the median tenure is 6 years

•	10 of our 11 directors, or 91%, are independent

•	45% of our directors are women or persons of color

The charts below provide additional information regarding our Board.

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.

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

DIRECTOR BIOGRAPHIES

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

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.

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.

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.

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.

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.

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.

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

Note: All ages as of January 1, 2025

CORPORATE GOVERNANCE

Highlights

We strive to ensure that our corporate governance reflects best practices tailored, as necessary, to our culture, goals and strategy.


Key Corporate Governance Characteristics

Independent Lead Director Stock Ownership Guidelines Executive Sessions of Independent Directors Independent Compensation Consultant Annual Board and Board Committee Self Evaluations Code of Business Conduct and Ethics Annual Stock Grant to Non-Employee Directors Prohibition on Directors and Officers from Pledging or Hedging Griffon Stock	Ethics Hotline, with Anonymous Reporting Related Party Transaction Policy Disclosure Committee for Financial Reporting Annual Stockholder Approval of Executive Compensation Annual Shareholder Outreach to Solicit Input on Executive Compensation and Corporate Governance Matters Flexibility for Shareholders to Call Special Meetings of Shareholders

Board Leadership Structure

Our Board of Directors maintains a leadership structure composed of a lead independent director and a Chair who is not an independent director. Our Chief Executive Officer serves as Chairman of the Board; our lead independent director is selected by all independent directors on our Board and plays an active oversight role. As noted earlier, other than Mr. Kramer, each of our other eleven directors is independent.

CHAIRMAN

Currently, the Company’s Chairman and CEO roles are held by Mr. Kramer. The Board believes that this structure serves the Company and its shareholders well, based primarily on (i) Mr. Kramer’s background, skills and experience, as detailed in his biography above; (ii) his history with Griffon and successful track record spearheading the Company’s strategic positioning, including strong improvements to financial performance and operations; and (iii) a deliberate approach to capital allocation, M&A and divestitures.

The Chairman has the authority to call meetings of the Board and presides at such meetings. He has primary responsibility for shaping Board agendas (in consultation with the Lead Independent Director) and communicates with all directors on key issues and concerns outside of Board meetings.

LEAD INDEPENDENT DIRECTOR

Our lead independent director, Mr. Jerome L. Coben, has served in this role since March 2023. We believe that a lead independent director helps ensure independent oversight of the Company. The below list provides a comprehensive, but not exhaustive, list of the key duties and responsibilities of the lead independent director.


Key Responsibilities of the Lead Independent Director

Presides at meetings of the Board at which the Chairman is not present Presides at executive sessions of the independent directors Serves as a liaison between the Chairman and the independent directors Together with the Chairman, establishes the agenda for meetings of the Board Oversees the board and committee annual self-evaluation process	Oversees the flow of information to the Board, and coordinates with the independent directors to ensure that they have access to information they request from time to time Collaborates with the Nominating and Corporate Governance Committee in monitoring the composition and structure of the Board

EXECUTIVE SESSIONS

Independent directors have the opportunity to meet in executive session without management present at their request. Executive sessions are chaired by the Lead Independent Director, Mr. Jerome L. Coben, and generally take place quarterly. The Audit Committee and Compensation Committee also meet regularly in executive session. During executive sessions, the independent directors may review CEO performance and compensation; succession planning, strategy and risk; corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise presented by the independent directors.

Director Independence

The Board of Directors has determined that each of Messrs. Alpert, Coben, Diao, Grabowsky, Johnson, Sight and Sullivan, and Ms. Stewart, Ms. Taylor and Ms. Turnbull, are independent under New York Stock Exchange Rule 303A. The Board of Directors affirmatively determined that no director (other than Ronald J. Kramer) has a material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.

In making this determination, the Board considered all relevant facts and circumstances. With respect to Mr. Grabowsky, the Board considered that Mr. Grabowsky was a partner and member of the senior management of Grant Thornton LLP until his retirement from Grant Thornton LLP in August 2014. In determining that this former relationship does not constitute a “material relationship” that would impede the exercise of independent judgment by Mr. Grabowsky, the Board considered, among other things, that Mr. Grabowsky never personally performed any work on the audits of Griffon’s financial statements, and that Mr. Grabowsky has no financial relationship with Grant Thornton LLP and no ability to influence Grant Thornton LLP’s operations or policies.

Board Committees

We currently have the following standing committees: the Compensation Committee, the Nominating and Corporate Governance Committee, the Audit Committee and the Finance Committee. All of the standing committees of the Board of Directors are composed entirely of independent directors.

COMPENSATION COMMITTEE

Chair:	Cheryl L. Turnbull	Members: Jerome L. Coben Lacy M. Johnson Samanta Hegedus Stewart Meetings in Fiscal 2024: 6

Key responsibilities

Our Compensation Committee has the responsibility for determining and approving the compensation of our Chief Executive Officer and other senior executive officers, as well as the Presidents of our business units. This includes reviewing and approving the annual base salaries and annual incentive opportunities paid to such persons. Our Compensation Committee awards restricted stock to officers and employees. The Compensation Committee may form and delegate authority to subcommittees as it deems appropriate. The Compensation Committee considers recommendations from our executive officers with respect to executive compensation matters. The Company utilizes the services of an independent consultant to perform analyses and to make recommendations relative to executive compensation matters. These analyses and recommendations are conveyed to the Compensation Committee, and the Compensation Committee takes such information into consideration in making its compensation decisions. A copy of the Compensation Committee charter can be found on our website at www.griffon.com.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Chair:	Lacy M. Johnson	Henry A. Alpert Samanta Hegedus Stewart Meetings in Fiscal 2024: 1

Key responsibilities

The Nominating and Corporate Governance Committee is responsible for (1) reviewing suggestions of candidates for director made by directors and others; (2) identifying individuals qualified to become Board members, and recommending to the Board the director nominees for the next annual meeting of stockholders or to fill vacancies that occur between annual meetings; (3) recommending to the Board director nominees for each committee of the Board; (4) recommending to the Board the corporate governance principles applicable to the Company; and (5) overseeing the annual evaluation of the Board and management. There is no difference in the manner in which a nominee is evaluated based on whether the nominee is recommended by a stockholder or otherwise. The Nominating and Corporate Governance Committee has nominated the directors to be elected at this meeting. A copy of the Nominating and Corporate Governance Committee charter can be found on our website at www.griffon.com.

AUDIT COMMITTEE

Chair:	Louis J. Grabowsky	Members: James W. Sight Kevin F. Sullivan Michelle L. Taylor Meetings in Fiscal 2024: 6

Key responsibilities

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Audit Committee is involved in discussions with management and our independent registered public accounting firm with respect to financial reporting and our internal accounting controls. The Audit Committee has the sole authority and responsibility to select, evaluate and replace our independent registered public accounting firm. The Audit Committee must pre-approve all audit engagement fees and terms and all non-audit engagements with the independent registered public accounting firm. The Audit Committee is responsible for monitoring compliance with our Code of Business Conduct and Ethics. The Audit Committee consults with management but does not delegate these responsibilities. A copy of the Audit Committee charter can be found on our website at www.griffon.com.

The Board has determined that Louis J. Grabowsky, who became a member of the Audit Committee in November 2015, qualifies as an “Audit Committee Financial Expert,” as defined by SEC rules, based on his education, experience and background.

FINANCE COMMITTEE

Chair:	Kevin F. Sullivan	Members: Henry A. Alpert Jerome L. Coben H. C. Charles Diao Meetings in Fiscal 2024: 1

Key responsibilities

The Finance Committee is responsible for reviewing proposed transactions that will materially impact the Company’s capital structure, as well as any material changes to the Company’s capital structure, after which it shall make a non-binding recommendation to the full Board of Directors. This includes any offerings or sales of debt or equity securities of the Company, and material credit agreements or other material financing arrangements. A copy of the Finance Committee Charter can be found on our website at www.griffon.com.

Board and Committee Meetings

During the fiscal year ended September 30, 2024, there were 5 meetings of the Board of Directors. Each of our directors attended or participated in at least 75% of the meetings of the Board of Directors, and of the respective committees of which he or she is a member, held during the period such director was a director during the fiscal year ended September 30, 2024.

We encourage all our directors to attend our annual meetings of stockholders. All 12 of our directors attended last year’s annual meeting of stockholders either in-person or via teleconference.

Risk Oversight

Management is responsible for the day-to-day management of risks for Griffon and its subsidiaries, while our Board of Directors, as a whole and through its committees, is responsible for the oversight of risk management. The Board sets our overall risk management strategy and our risk appetite and ensures the implementation of our risk management framework. Specific board committees are responsible for overseeing specific types of risk. Our Audit Committee periodically discusses risks as they relate to its review of the Company’s financial statements, the evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements including the Sarbanes-Oxley Act, performance of the internal audit function, cybersecurity risk and review of related party transactions, among other responsibilities set forth in the Audit Committee’s charter. The Audit Committee also periodically reviews our currency exchange and hedging policies, tax exposures, and our internal processes to ensure compliance with applicable laws and regulations. Our Audit Committee oversees the response of management to reports regarding suspected violations of our Code of Conduct. The Audit Committee meets regularly in executive sessions with our director of internal audit and our independent registered public accounting firm, without management present, to discuss if there are areas of concern of which the Committee or the Board should be aware. The Board, and at certain times, the Finance Committee, monitors risks related to financing matters such as acquisitions and dispositions, our capital structure, credit facilities, equity and debt issuances, and liquidity. Our Compensation Committee establishes our compensation policies and programs in such a manner that our executives are not incentivized to take on an inappropriate level of risk. Each of our board committees delivers periodic reports to the Board, in order to keep the Board informed about what transpires at committee meetings.

In addition, if a particular risk is material or where otherwise appropriate, the full Board may assume oversight over such risk, even if the risk was initially overseen by a committee.

Guidelines for Business Conduct and Governance Guidelines

Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all employees in performing their duties. The Code of Business Conduct and Ethics sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violations of the Code in a confidential manner. The Code of Business Conduct and Ethics may be found on our website at www.griffon.com.

Our Board of Directors has also adopted Corporate Governance Guidelines, as required by the New York Stock Exchange rules, to assist the Board in exercising its responsibilities to Griffon and its stockholders. The Corporate Governance Guidelines may be found on our website at www.griffon.com.

Board Self-Evaluation

The Board is required to conduct an annual self-evaluation that is overseen by our Nominating and Corporate Governance Committee to determine whether the Board and its committees are functioning effectively. In addition, each of the Audit, Compensation, and Nominating and Corporate Governance committees is required to conduct an annual self-evaluation and each committee of the Board is required to periodically review and assess the adequacy of its charter. Each of our standing committees is subject to an annual performance evaluation by the Board of Directors.

Interested Party Communications

Mail from stockholders and other interested parties can be addressed to Directors in care of the Office of the Secretary, Griffon Corporation, 712 Fifth Avenue, New York, New York 10019. At the direction of the Board of Directors, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be forwarded. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to “Outside Directors,” “Independent Directors,” “Non-Employee Directors” or “Non-Management Directors” will be forwarded or delivered to each such director. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.

Director Nominations

Any stockholder who wants to nominate a candidate for election to the Board must deliver timely notice to our Secretary at our principal executive offices.

•

Annual Meeting. In the case of an annual meeting, in order to be timely, the notice must be delivered:

	-	not less than 75 days nor more than 105 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, although if the annual meeting is called for a date that is not within 25 days before or after the anniversary date of the prior year’s annual meeting, the notice must be received not later than the close of business on the 10th day following the first to occur of the day on which notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made; however

	-	notwithstanding the foregoing, if we publicly disclose the date for our next annual meeting of stockholders (i) at least 120 days prior to the date of such meeting and (ii) at least 10 days prior to the time the period for submission of a notice would have otherwise begun (based on the date of the anniversary of the immediately preceding annual meeting) then, to be timely, the notice must be delivered not less than 75 days nor more than 105 days prior to the date publicly disclosed for such meeting.

•

Special Meeting. In the case of a special meeting of stockholders called for the purpose of electing directors, in order to be timely, the notice must be delivered not later than the close of business on the 10th day following the first to occur of the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made.

The stockholder’s notice to the Secretary must set forth

•

as to each person whom the stockholder proposes to nominate for election as a director

	—	the nominee’s name, age, business address and residence address

	—	the nominee’s principal occupation and employment

	—	the class and series and number of shares of each class and series of capital stock of Griffon which are owned beneficially or of record by the nominee, and any other direct or indirect pecuniary or economic interest in any capital stock of Griffon held by the nominee, including without limitation, any derivative instrument, swap (including total return swaps), option, warrant, short interest, hedge or profit sharing arrangement, and the length of time that such interests have been held by the nominee

	—	any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder

•

as to the stockholder giving the notice

	—	the stockholder’s name and record address

	—	the class and series and number of shares of each class and series of capital stock of the Company which are owned beneficially or of record by the stockholder, and any other direct or indirect pecuniary or economic interest in any capital stock of Griffon held by the stockholder, including without limitation, any derivative instrument, swap (including total return swaps), option, warrant, short interest, hedge or profit sharing arrangement, and the length of time that such interests have been held by the stockholder

	—	a description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the stockholder

	—	a representation by the stockholder that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in the stockholder’s notice, and

	—	any other information relating to the stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

A stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting shall further be required, for such notice of nomination to be proper, to update and supplement the notice, if necessary, so that the information provided or required to be provided in the notice is true and correct as of the record date for the meeting, and such update and supplement must be delivered to, or mailed and received at, Griffon’s principal executive offices not later than five business days after the record date for the meeting.

The notice delivered by a stockholder must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The stockholder must be a stockholder of record on the date on which the stockholder gives the notice described above and on the record date for the determination of stockholders entitled to vote at the meeting.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee are Jerome L. Coben, Lacy M. Johnson, Samanta Hegedus Stewart and Cheryl L. Turnbull. None of the current members of the Committee were our officers or employees during fiscal year 2024 and none has ever been an officer of the Company. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directors or Compensation Committee.

STOCK OWNERSHIP

The following information, including stock ownership, is submitted with respect to our directors, each executive officer named in the “Summary Compensation Table,” for all executive officers and directors as a group, and for each holder known to us to be the beneficial owner of more than five percent of our issued and outstanding common stock as of December 31, 2024, except as otherwise indicated below.

Name of Beneficial Owner	Common Stock Beneficially Owned		Percent of Class (1)
BlackRock, Inc. and affiliates (2)		6,424,178		13.3	%
The Vanguard Group (3)		6,198,072		12.9	%
Henry A. Alpert (4)(5)		89,490		*
Jerome L. Coben (4)		16,525		*
H. C. Charles Diao (4)		9,079		*
Louis J. Grabowsky (4)		51,076		*
Brian G. Harris (6)		267,972		*
Lacy M. Johnson (4)		23,509		*
Seth L. Kaplan (6)		234,619		*
Ronald J. Kramer (6)(7)		2,877,776		6.0	%
Robert F. Mehmel (6)		1,171,877		2.4	%
General Victor Eugene Renuart (USAF Ret.) (4)		19,312		*
James W. Sight (4)		16,708		*
Samanta Hegedus Stewart (4)		24,357		*
Kevin F. Sullivan (4)		41,168		*
Michelle L. Taylor (4)		9,079		*
Cheryl L. Turnbull (4)		33,730		*
Directors and executive officers as a group (15 persons)		4,886,277		10.2	%

*	Less than 1%.

⁽¹⁾	Unless otherwise indicated and except as otherwise set forth in the Schedules 13G referred to in the footnotes below, ownership represents sole voting and investment power.

⁽²⁾	The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. The number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC by BlackRock, Inc. and certain of its affiliates on January 23, 2024.

⁽³⁾	The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC by The Vanguard Group and certain of its affiliates on November 12, 2024.

⁽⁴⁾	Includes shares of restricted common stock granted pursuant to our director compensation program.

⁽⁵⁾	Includes 13,111 shares held in trusts for the benefit of Mr. Alpert’s grandchildren, and 5,218 shares held in a charitable foundation controlled by Mr. Alpert. Mr. Alpert disclaims beneficial ownership of such shares of common stock.

⁽⁶⁾	Includes for Messrs. Kramer, Mehmel, Harris and Kaplan (i) 5,229 shares, 4,210 shares, 4,933 shares and 4,776 shares of common stock, respectively, allocated to each such person’s account under the ESOP as to which such person can direct the vote, and (ii) 1,263,503 shares, 565,753 shares, 116,119 shares and 103,427 shares of restricted stock, respectively.

⁽⁷⁾	Includes 40,298 shares of common stock of which Mr. Kramer’s spouse has beneficial ownership. Mr. Kramer disclaims beneficial ownership of such shares of common stock.

As of December 31, 2024, there were 4,166,038 shares of common stock held in Griffon’s Employee Stock Ownership Plan (“ESOP”), constituting 8.7% of our outstanding common stock. All of these shares are allocated to accounts of participants in the ESOP. The shares held in the ESOP are not deemed to be beneficially owned by the ESOP; the ESOP trustee votes the shares held in the ESOP based on voting instructions received from participants in the ESOP. For additional information on the ESOP, see “Elements of Executive Compensation—Retirement, Health and Welfare Benefits and Other Perquisites—Employee Stock Ownership Plan,” in the “Compensation Discussion and Analysis” section below.

PROPOSAL 2 – APPROVAL OF AN AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION TO REDUCE
THE SIZE OF THE BOARD

Background

Under our Certificate of Incorporation, our Board of Directors is required to consist of twelve to fourteen directors. There are currently twelve directors on our Board of Directors. The Board of Directors is unclassified, with each director standing for election each year for a one-year term. After careful consideration, the Board of Directors approved, declared advisable, and recommended that our stockholders approve at the Annual Meeting a change in the size of the Board of Directors from a range of twelve to fourteen directors to a range of nine to eleven directors.

Rational for Reducing the Size of our Board of Directors

After careful consideration of our governance structure and the functioning of our Board of Directors, our Board of Directors determined that it is in the company’s and our stockholders’ best interest to reduce the minimum number of directors of our Board of Directors to nine (9) and the maximum number of directors of the Board of Directors to eleven (11). The Board of Directors believes that the flexibility to consider a smaller board size would aid the Board of Directors in determining the optimal board size for effectively facilitating communications and decision making. The Board of Directors also believes that a reduction in the authorized range of required directors would avoid the potential situation of having to quickly fill any unexpected vacancies in order to meet the existing minimum size requirements. Given the importance of recruiting qualified, independent directors to serve as directors of our company, the Board of Directors believes that it is prudent to conduct a thoughtful, organized search for a replacement when a vacancy occurs in order to preserve the high quality of the Board of Directors and maintain its diversity of experience. The Board of Directors has also taken into account shareholder feedback; certain institutional shareholders have expressed the view that a smaller board is appropriate for a company our size.

The Board of Directors has therefore approved an amendment to each of our Certificate of Incorporation and Bylaws to reduce the permitted size of the Board of Directors to a range of nine to eleven directors.

Proposed Amendment

The full text of the first sentence of the first paragraph of Article FIFTH of the Certificate of Incorporation, as proposed to be amended, is as follows:

“The number of directors of the corporation shall be not less than nine (9) nor more than eleven (11) and the number to be chosen within such limits shall be determined in the manner prescribed by the by-laws of this corporation.”

The full text of the first paragraph of Article FIFTH of the Certificate of Incorporation, as proposed to be amended, is attached to this Proxy Statement as Appendix B. In Appendix B, additions of text to the first paragraph of Article FIFTH are indicated by underlining and deletions of text are indicated by strikethroughs.

Our Board has also approved a corresponding amendment to our Bylaws. Should this amendment to Article FIFTH of the Certificate of Incorporation become effective, this amendment to our Bylaws will automatically become effective. The full text of the first sentence of Article III, Section 1 of our Bylaws, as proposed to be amended, is as follows:

“The number of directors which shall constitute the whole board shall be determined from time to time by resolution passed by the board of directors; provided, however, that such number shall not be less than nine (9) nor more than eleven (11).”

If this proposal is approved by stockholders, the amendment to our Certificate of Incorporation to reduce the size of our Board of Directors will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware, which we anticipate will occur promptly upon the conclusion of the Annual Meeting.

Vote Required and the Recommendation of the Board

Approval of this proposal requires the favorable vote of the holders of at least 66-2/3% of the total voting power of all outstanding shares of our capital stock. This means that the holders of at least 66-2/3% of our outstanding common stock must vote “FOR” the amendment for this proposal to pass. If you fail to vote or fail to instruct your broker or other nominee to vote, or abstain from voting on this proposal, it will have the same effect as a vote AGAINST such proposal. In the absence of specific instructions, properly executed, timely received and unrevoked proxies will be voted “FOR” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION APPROVING THE
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REDUCE THE SIZE OF THE BOARD OF DIRECTORS
TO A RANGE OF NINE TO ELEVEN DIRECTORS.

PROPOSAL 3 – APPROVAL OF AN AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE
EXCULPATION OF CERTAIN OFFICERS FROM BREACHES OF
FIDUCIARY DUTY AS PERMITTED BY DELAWARE LAW

Background

Our Certificate of Incorporation currently provides for the exculpation of directors from certain liabilities to the Company and stockholders to the extent permitted by the Delaware General Corporation Law (the “DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit Delaware companies to extend this exculpation from certain liabilities to officers.

In particular, the new Delaware legislation allows us to amend our Certificate of Incorporation (the “Officer Exculpation Amendment”) to provide that no officer of the Company shall be personally liable to Griffon or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability

	•	for any breach of the officer’s duty of loyalty to Griffon or our stockholders,

	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

	•	for any transaction from which the director or officer derived an improper personal benefit, or

	•	in any action by or in the right of Griffon.

Rationale to Amend the Certification of Incorporation to Add Exculpation of Officers

The Board of Directors believes that eliminating personal monetary liability for officers under certain circumstances, in a manner that conforms to the exculpation language in the Certificate of Incorporation applicable to directors, is reasonable and appropriate. Claims against corporations generally for breaches of fiduciary duties are common and only expected to increase. Delaware corporations that fail to adopt officer exculpation provisions could experience additional nuisance litigation as well as additional costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation. Further, similar exculpation provisions have been adopted, and are likely to continue to be adopted, by numerous other Delaware corporations, which could include companies with whom Griffon competes for executive talent. As a result, officer exculpation provisions may become increasingly necessary for Delaware corporations to attract and retain experienced and qualified corporate officers. The protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be effective. Accordingly, the Board of Directors has determined it advisable and in the best interests of Griffon and its stockholders to seek stockholders’ approval for the Officer Exculpation Amendment.

Proposed Amendment

The description of the amendment is qualified by the full text of Article FOURTEENTH of the Certificate of Incorporation, as proposed to be amended, which is attached to this Proxy Statement as Appendix C. In Appendix C, additions of text to Article FOURTEENTH are indicated by underlining and deletions of text are indicated by strikethroughs.

If this proposal is approved by stockholders, the amendment to our Certificate of Incorporation to exculpate officers from certain liabilities will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware, which we anticipate will occur promptly upon the conclusion of the Annual Meeting.

Vote Required and the Recommendation of the Board

Approval of this proposal requires the favorable vote of the holders of at least a majority of the total voting power of all outstanding shares of our capital stock. This means that the holders of greater than 50% of our outstanding common stock must vote “FOR” the amendment for this proposal to pass. If you fail to vote or fail to instruct your broker or other nominee to vote, or abstain from voting on this proposal, it will have the same effect as a vote AGAINST such proposal. In the absence of specific instructions, properly executed, timely received and unrevoked proxies will be voted “FOR” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION APPROVING THE
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN
OFFICERS FROM PERSONAL LIABILITY FOR MONETARY DAMAGES IN CONNECTION WITH BREACHES OF
THEIR FIDUCIARY DUTY OF CARE.

EXECUTIVE COMPENSATION

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

Griffon’s Compensation in Context

The Compensation Committee, composed entirely of independent directors, with the assistance of Gallagher Human Resources and Compensation Consulting (“Gallagher”), sets the compensation for the Company’s Chief Executive Officer; President and Chief Operating Officer; Executive Vice President and Chief Financial Officer; and Senior Vice President, General Counsel and Secretary (the Named Executive Officers, or “NEOs”). The Committee also sets the compensation for the heads of the Company’s operating business units, and reviews and approves the incentive programs and targets for those units as well as for the corporate parent.

The Chair of the Compensation Committee leads our annual shareholder outreach program, as described in detail on page 45. In establishing and adjusting the compensation program of our NEOs from time to time, the Compensation Committee considers feedback received from shareholders.

In response to shareholder feedback, the Committee made a number of changes to Griffon’s compensation program in recent years:

	•	It added free cash flow and return on invested capital as performance metrics for the long-term cash bonus program, and annual equity grants to NEOs, respectively

	•	The Chief Financial Officer and General Counsel now receive equity grants on the same basis as the CEO and COO, further aligning the interests of our NEOs

	•	It added ESG as a performance metric for the short-term cash plan for the first time in fiscal 2023, and reduced the weight assigned to the working capital performance metric

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.

Roles and Responsibilities of our NEOs – Impact on Compensation

In designing the compensation program and setting the compensation for the NEOs, we apply the compensation philosophy described below in the context of the functions the Board expects the NEOs to perform as the senior management team of Griffon. We view Griffon as an operationally focused portfolio of market leading businesses; and the skills needed to perform the functions include BOTH the ability to closely oversee and direct the operations of our subsidiaries AND the ability to manage Griffon’s portfolio of operating companies by completing acquisitions and divestures, allocating capital and arranging financings. We also consider the overall cost of Griffon’s holding company structure, in which the corporate parent provides both services and oversight for the benefit of our subsidiaries.

The NEOs identify potential acquisition candidates, oversee and conduct due diligence, negotiate transactions and arrange financing, generally at the holding company level to reduce the cost of capital. The NEOs evaluate Griffon’s portfolio of operating companies to determine whether those companies warrant the investment of additional capital, whether those companies should be retained or whether those companies or portions of them should be divested. In this regard, over the last ten years the NEOs have overseen twelve acquisitions, three divestitures and arranged over ten financings (inclusive of bond financings and bond tack-on offerings, and credit agreement increases and extensions). Most recently, in June of 2024, we took advantage of favorable market conditions and amended our credit agreement to reduce the pricing of our Term Loan B, which had a balance of $457 million outstanding at the end of fiscal 2024; we expect this will reduce our annual interest expense by approximately $1.8 million. In August 2023, we amended, upsized and extended the revolving facility under our credit agreement to, among other things, increase the amount available for borrowing (from $400 million to $500 million) and extend its maturity from March 2025 to August 2028.

In May 2022 Griffon initiated a process to review a comprehensive range of strategic alternatives to maximize shareholder value, including a sale, merger, divestiture, recapitalization or other strategic transaction. In April 2023 we ended our review of strategic alternatives, concluding that the ongoing execution of Griffon’s strategic plan is the best way to maximize value for shareholders. At that point management formulated a global sourcing strategy designed to increase the profitability of the AMES U.S. business, which is part of the Consumer and Professional Products (“CPP”) segment, by expanding the global sourcing strategy for its U.S. long handled tools, material handling and wood storage and organizational product lines. Management oversaw the design and implementation of this critical initiative, which was executed seamlessly and completed on budget by the end of fiscal 2024, ahead of schedule. Following the end of the strategic alternatives process in April 2023 management also focused on overseeing the rapid growth of the Home and Building Products business, which generated almost $100 million more in EBITDA in fiscal 2023 as compared to fiscal 2022 (and performed at almost the same level in fiscal 2024 as in fiscal 2023). This includes overseeing significant capital investments to expand HBP’s manufacturing capacity at its principal facility in Troy, Ohio.

Because Griffon has an operational as well as a financial orientation, Griffon requires the NEOs to have substantial involvement in the operation of its subsidiaries. A substantial portion of NEO compensation is contingent on the attainment of performance goals, and the structure of NEO compensation is strongly linked to the value of our shares.

Philosophy and Objectives of Our Compensation Program

Our compensation programs are intended to enable us to attract, motivate, reward and retain the management talent required to achieve operational and corporate objectives, and thereby contribute to the success of the Company with the goal and intention of increasing shareholder value.

SEC Form DEF 14A filed by Griffon Corporation