Independent
Tenure on this board
31.4 yrs
11 nominees · 3 ballot items.
Election of eleven directors; Advisory (non-binding) vote to approve executive compensation (say-on-pay); Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal 2026.
Election of eleven nominees to serve as directors for one-year terms.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This non-binding advisory proposal asks shareholders to approve the compensation paid to the company’s named executive officers as detailed in the proxy. Management is seeking a favorable advisory vote to validate its pay-for-performance philosophy, which emphasizes performance-based annual and long-term cash incentives and performance-based restricted stock tied to metrics such as EBITDA, working capital, Core EPS, free cash flow, ROIC and relative TSR. The Board recommends FOR, citing extensive shareholder outreach, alignment with shareholder interests through stock ownership guidelines, clawback policies, post-vesting holding requirements, and changes made in response to shareholder feedback (e.g., including CFO and General Counsel in performance-based equity grants and removing ESG as a short-term metric for fiscal 2025). The vote is advisory and non-binding, but the Board will consider the results when setting future compensation; historically prior say-on-pay received strong support (89.7% in 2025). The outcome influences governance perceptions, ISS and Glass Lewis recommendations, and can affect investor relations; given Griffon’s strong operational performance (record adjusted EBITDA and adjusted EPS in 2025) the Board expects support, but areas such as the use and weighting of metrics and retention arrangements could attract scrutiny from some institutional investors seeking enhanced ESG linkage or different metric mixes.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.61% | 4,409,444 | $320M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.17% | 3,745,114 | $272M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.18% | 1,918,661 | $139M |
| 4 | Voss Capital, LP | 3.98% | 1,825,000 | $133M |
| 5 | STATE STREET CORP | 3.27% | 1,499,356 | $109M |
| 6 | BlackRock, Inc. | 2.44% | 1,117,633 | $81M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 2.18% | 1,002,013 | $73M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.06% | 945,268 | $69M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.72% | 787,717 | $57M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 1.69% | 776,551 | $56M |
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