Griffon (GFF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 11, 2025, with voting on key governance and compensation matters.

• Record 2024 financial performance: adjusted EBITDA of $514M, adjusted EPS of $5.12, and free cash flow of $326M.

• Returned $310M to shareholders in 2024 via dividends and share repurchases, maintaining a net debt to EBITDA ratio of 2.6x.

• Board and management emphasize shareholder engagement, diversity, and best practices in governance.

Voting matters and shareholder proposals

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

• Amendment to reduce board size from 12–14 to 9–11 directors.

• Amendment to exculpate certain officers from monetary liability for breaches of fiduciary duty, 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 directors now serve one-year terms.

• 91% of directors are independent; 45% are women or persons of color.

• Board committees (Audit, Compensation, Nominating & Governance, Finance) are composed entirely of independent directors.

• Lead independent director role established, with clear responsibilities for oversight and board process.

• Annual board and committee self-evaluations, regular refreshment, and robust stock ownership guidelines.