Griffon (GFF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 18, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Record 2025 performance with adjusted EBITDA of $522M, adjusted EPS of $5.65, and free cash flow of $323M.

• Returned $174M to shareholders in 2025 via dividends and share repurchases; net debt to EBITDA leverage ratio improved to 2.4x.

• Board and committee refreshment, declassification, and diversity goals achieved ahead of schedule.

Voting matters and shareholder proposals

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

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

• Ratification of Grant Thornton LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board reduced to 11 members, 91% independent, 45% women or persons of color.

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

• All committees composed entirely of independent directors.

• Board declassified in 2024; regular refreshment and diversity emphasized.