Griffon (GFF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 11, 2025, with voting on five key proposals, including director elections, board size reduction, officer exculpation, executive compensation, and auditor ratification.

• Record 2024 performance: adjusted EBITDA of $514M, adjusted EPS of $5.12, and $326M free cash flow, enabling $310M returned to shareholders.

• Board and management emphasize strong governance, diversity, and shareholder engagement.

Voting matters and shareholder proposals

• Election of eleven directors for a one-year term.

• Amendment to reduce board size to nine to eleven directors.

• Amendment to exculpate certain officers from fiduciary duty breaches as permitted by Delaware law.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Grant Thornton LLP as independent auditor for fiscal 2025.

Board of directors and corporate governance

• Board fully declassified in 2024; all but CEO are independent.

• 45% of directors are women or persons of color; median tenure is 6 years.

• Lead independent director and annual board/committee self-evaluations.

• Shareholders can nominate directors and call special meetings.