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. )

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Filed by a Party other than the Registrant ☐

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☐	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
2026 ANNUAL MEETING
OF SHAREHOLDERS

Annual Meeting of Shareholders
February 18, 2026, 10:00 a.m. Eastern Standard Time

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Items of Business:

1. Election of eleven directors for a term of one year

2. Advisory vote on executive compensation

3. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2026

4. Any other matters that properly come before the meeting

MEETING INFORMATION

Date: February 18, 2026

Time: 10:00 a.m. Eastern Standard 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 December 29, 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 2025 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, 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) 825-8772

Banks and Brokers may call collect: (212) 750-5833

This Proxy Statement is dated January 9, 2026
and is being mailed with the form of proxy on or shortly after January 9, 2026.

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 February 18, 2026 at 10:00 a.m. at 1095 Avenue of the Americas, New York, NY 10036. The Company’s Proxy Statement, 2025 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	15
Corporate Governance	24
Stock Ownership	31
Executive Compensation	33
Proposal 2 – Advisory Vote Regarding Executive Compensation	86
Audit Committee Report	87
Proposal 3 – Ratification of Independent Registered Public Accounting Firm	88
Certain Relationships and Related Person Transactions	90
Financial Statements	90
Miscellaneous Information	90
Appendix A	A-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	15
2. Advisory vote on executive compensation	FOR	86
3. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2026	FOR	88

COMPOSITION OF BOARD OF DIRECTORS

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 15.

Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships
Henry A. Alpert	78	1995	President, Spartan Petroleum Corp.		Nominating and Corporate Governance (NCG), Finance
Jerome L. Coben	81	2020	Retired Partner, Skadden, Arps, Slate, Meagher and Flom LLP		Compensation, Finance
H. C. Charles Diao	68	2022	Senior Vice President, Finance and Corporate Treasurer, Bally’s Corporation		Finance
Louis J. Grabowsky	74	2015	Founder and principal of Juniper Capital Management		Audit
Lacy M. Johnson	73	2019	Partner, Public Affairs Strategies Group, Taft Stettinius & Hollister LLP		Compensation, NCG
Ronald J. Kramer	67	1993	Chief Executive Officer and Chairman of the Board, Griffon Corporation
James W. Sight	70	2019	Private Investor		Audit
Samanta Hegedus Stewart	50	2018	Former Investor Relations Executive		Compensation, NCG
Kevin F. Sullivan	72	2013	Retired Executive		Audit, Finance
Michelle L. Taylor	57	2022	Vice President, Supply Chain, NiSource Inc.		Audit
Cheryl L. Turnbull	65	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 2025 we revised 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

2025 PERFORMANCE SNAPSHOT

Our 2025 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 2025. Our fiscal 2025 free cash flow of $323 million allowed us to return a robust $174 million to shareholders through a combination of dividends and share repurchases while also decreasing our net debt to EBITDA leverage ratio⁽¹⁾from 2.6x at the end of fiscal 2024 to 2.4x at the end of fiscal 2025. 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, 2025 and September 30, 2024, which is calculated based on the applicable covenant in Griffon’s credit agreement.

(2)

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 2025, 2024, 2023 and 2022, see Appendix A to this Proxy Statement. Income (loss) before taxes from continuing operations was $127.4 million for 2025, $296.7 million for 2024, $112.7 million for 2023 and ($270.9) million for 2022.

(3)

For a reconciliation of Earnings (loss) per share from continuing operations to adjusted Earnings per share from continuing operations for each of 2025, 2024, 2023 and 2022, see Appendix A to this Proxy Statement. Earnings (loss) per share from continuing operations was $1.09 for 2025, $4.23 for 2024, $1.42 for 2023 and $(5.57) for 2022.

(4)

For a reconciliation of net cash provided by operating activities from continuing operations to free cash flow for each of 2025, 2024, 2023 and 2022, see Appendix A to this Proxy Statement. Net cash from operating activities was $357.4 million for 2025, $380.0 million for 2024, $431.8 million for 2023 and $59.2 million for 2022.

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 33 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 2025, we removed ESG as a performance metric for our short-term cash program. We do, however, continue to track and report on our progress with respect to our ESG program; see our Fiscal Year 2024 Sustainability Report, which is available on our website at www.Griffon.com

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 9, 2026, this Proxy Statement is being mailed to stockholders who were stockholders as of the December 29, 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 2025 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 we have done in prior 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 2025 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 9, 2026 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.	An advisory vote on executive compensation

	3.	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 2026

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 December 29, 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 NON-BINDING, ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION UNDER PROPOSAL 2

	•	“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 3

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) 825-8772 (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, 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 2026, 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 2025 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 2025 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 2025 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) 825-8772
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 three.

Brokers are prohibited from exercising discretionary authority on non-routine matters. Proposals one and two 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 December 29, 2025 must be present at the meeting. This is referred to as a quorum. On December 29, 2025, there were 46,573,423 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 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 provides for a Board of Directors consisting of not less than nine nor more than eleven 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 eleven directors as set forth below. Each of our current eleven directors have been nominated for re-election at the 2026 Annual Meeting of Stockholders.

GRIFFON’S CURRENT BOARD OF DIRECTORS

Members of the Board
(To Serve Until the Annual Meeting of Stockholders in 2026)

Henry A. Alpert
Jerome L. Coben
H. C. Charles Diao
Louis J. Grabowsky
Lacy M. Johnson
Ronald J. Kramer
James W. Sight
Samanta Hegedus Stewart
Kevin S. Sullivan
Michelle L. Taylor
Cheryl L. Turnbull

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 2026 Annual Meeting of Shareholders:

•	The average age of our directors is 69 years and the median tenure is 7 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 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 2026 Annual Meeting of Shareholders currently serves on our Board.

Henry A. Alpert

Age: 78
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: 81
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: 68
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: 74
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: 73
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: 67
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 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: 70
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: 50
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: 72
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: 57
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: 65
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, 2026

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 ten 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 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 2025: 5

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 2025: 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 2025: 4

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 2025: 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, 2025, there were 6 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, 2025.

We encourage all our directors to attend our annual meetings of stockholders. All 11 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 2025 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, 2025, except as otherwise indicated below.

Name of Beneficial Owner	Common Stock Beneficially Owned	Percent of Class (1)
The Vanguard Group (2)	6,198,072	13.3	%
BlackRock, Inc. and affiliates (3)	5,773,862	12.4	%
Henry A. Alpert (4)(5)	91,083	*
Jerome L. Coben (4)	18,119	*
H. C. Charles Diao (4)	10,673	*
Louis J. Grabowsky (4)	52,670	*
Brian G. Harris (6)	328,509	*
Lacy M. Johnson (4)	25,103	*
Seth L. Kaplan (6)	279,618	*
Ronald J. Kramer (6)(7)	2,630,251	5.6	%
Robert F. Mehmel (6)	1,169,716	2.5	%
James W. Sight (4)	16,942	*
Samanta Hegedus Stewart (4)	24,715	*
Kevin F. Sullivan (4)	42,762	*
Michelle L. Taylor (4)	10,673	*
Cheryl L. Turnbull (4)	31,774	*
Directors and executive officers as a group (14 persons)	4,751,920	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 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.

(3)	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 July 18, 2025.

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

(5)	Includes 14,010 shares held in trusts for the benefit of Mr. Alpert’s grandchildren, and 7,934 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) 5,240 shares, 4,219 shares, 4,944 shares and 4,786 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) 700,416 shares, 350,208 shares, 164,916 shares and 140,085 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, 2025, there were 3,903,275 shares of common stock held in Griffon’s Employee Stock Ownership Plan (“ESOP”), constituting 8.4% 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.

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 – Relative 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 40. 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 with the same performance criteria and structure as those for grants to the CEO and COO, further aligning the interests of our NEOs

•	ESG was added as a performance metric for the short-term bonus program for fiscal 2023 and fiscal 2024; and then was removed for fiscal 2025

In evaluating the overall level of compensation paid to our NEOs, we also consider Griffon’s aggregate expense at the corporate level. These expenses ($57.8 million in 2025) were slightly in excess of 2% of consolidated revenue in 2025,and decreased slightly from the prior year primarily due to lower equity compensation 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 2025 is approximately $25.5 million attributable to 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.

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 eleven acquisitions and 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 $449 million outstanding at the end of fiscal 2025; this resulted in approximately $1.8 million of interest expense savings in fiscal 2025. 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, our Board of Directors 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. Following the end of the strategic alternatives process in April 2023, 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 organization 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. 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 2025 and 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.

A number of principles form the foundation for our compensation structure. As described below in greater detail, these principles include:

Pay for Performance

•

In 2025, over 81% of our CEO’s compensation, and over 55% of our other NEOs’ compensation, was tied to the performance of the Company; see the pie chart on page 49.

•

We set performance targets and objectives to align with the Company’s operational and strategic plans.

•

We set performance targets and objectives to align with performance that is most likely to result in attractive returns to our shareholders.

•

The performance targets and objectives that we set create incentives to maintain and improve the financial strength of the Company, while encouraging strong operational performance.

•

We set performance target levels that are challenging but attainable and consistent with the business plans reviewed by the Board, so that those targets appropriately motivate and incentivize management.

•

Performance targets and objectives include both short-term goals to focus management on day-to-day operations, as well as long-term goals that incentivize the long-term creation of shareholder value.

Alignment

•

The performance targets and objectives that we set align with performance that is most likely to result in attractive returns to our shareholders.

•

Our compensation programs deter excessive risk taking due to the mix of compensation elements, the variety of performance goals, cliff vesting equity awards, post-vesting stock holding requirements and the potential for compensation clawbacks.

Industry / Talent Retention

•

Our compensation program promotes the retention of our most valued senior executives based on a combination of cliff vesting equity awards and post-vesting holding periods.

•

The aggregate cost to the Company of senior executive compensation should be comparable to the costs incurred by peer companies in obtaining comparable services.

The Compensation Committee believes that our executives should be responsible for the taxes payable with respect to their compensation. The Compensation Committee has therefore adopted a policy against providing tax gross-ups, with limited exceptions for housing and other relocation expenses and expatriate tax equalization. We do not provide any tax gross-up benefits in any of the compensation arrangements for our NEOs.

Company Performance

Operating performance of the Company and its subsidiaries is the most important factor considered by the Compensation Committee in making compensation decisions, comprising 81% of total cash compensation for our CEO at target levels in 2024 and 100% of all incentive cash compensation for all our NEOs. Results achieved by the Company are compared to the operating plans reviewed by the Board and the performance targets we set based upon those plans. By these measures, the Company had an outstanding year in fiscal 2025, achieving all-time highs in EPS and adjusted EBITDA; and had outstanding years in fiscal 2024, 2023, 2022 and 2021 as well. In fiscal 2025, the Company had adjusted Earnings per Share of $5.65 and adjusted EBITDA of $522.3 million, up 10.4% and 1.7%, respectively, as compared to the prior year. Adjusted Earnings per Share from continuing operations and adjusted EBITDA increased 236% and 112%, respectively, from fiscal 2021 to fiscal 2025. We believe the Company’s performance in recent years demonstrates that our compensation programs create incentives that produce strong operational results and increase value for shareholders.

The Compensation Committee viewed our fiscal 2025 results with consideration of the ongoing uncertainties and challenges relating to the U.S. and global economies resulting from a variety of factors such as a persistent lack of clarity relating to U.S. tariffs, ongoing international military conflicts, interest rate volatility and shaky consumer confidence. In addition, in May 2023, Griffon announced that its CPP segment would expand its global sourcing strategy to include long handle tools, material handling, and wood storage and organization product lines for the U.S. market. This strategic initiative, which was designed with substantial input from, and overseen by, corporate management, was completed in September 2024. This initiative presented challenges relating to retaining and motivating employees, as CPP eliminated over 600 jobs and closed facilities totaling approximately 1.2 million square feet. While the initiative was completed at the end of fiscal 2024, the transition to third party global suppliers, which had to be carefully managed to maintain product quality and ensure the continuous supply of products, continued into fiscal 2025.

The following summarizes our strong performance since 2021:*

Adjusted EBITDA* (mm)	Free Cash Flow* (mm)

* Each of 2021-2022 excludes the results of the Telephonics business that was classified as discontinued operations in our 2021 10-K. For a reconciliation of Income (loss) before taxes from continuing operations to adjusted EBITDA (defined as segment adjusted EBITDA less unallocated amounts, excluding depreciation), and of net cash provided by operating activities to Free Cash Flow (defined as net cash provided by operating activities less capital expenditure, net of proceeds), for each of 2025, 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Income (loss) before taxes from continuing operations was $127.4 million for 2025, $296.7 million for 2024, $112.7 million for 2023, ($270.9) million for 2022 and $110.0 million for 2021. Net cash provided by operating activities from continuing operations was $357.4 million for 2025, $380.0 million for 2024, $431.8 million for 2023, $59.2 million for 2022 and $69.8 million for 2021.

Core EPS*	Revenue** (mm)

* For a reconciliation of Earnings (loss) per share from continuing operations to adjusted EPS from continuing operations (which equates to Core EPS) for 2025, 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Earnings (loss) per share from continuing operations was $1.09 for 2025, $4.23 for 2024, $1.42 for 2023, $(5.57) for 2022 and $1.32 for 2021.

** Each of 2021-2022 excludes the results of the Telephonics business that was classified as discontinued operations in our 2021 10-K.

Shareholder Returns

Our strong performance has led to solid returns for our shareholders. The following graph sets forth the cumulative total return to Griffon’s shareholders during the five years ended December 31, 2025, as well as the total return of the S&P Small Cap 600 Index, the Dow Jones U.S. Diversified Industrials Index and the Russell 2000 Index. This chart shows what an investment of $100, made at the end of calendar 2019, was worth at the end of calendar 2025 in each category, assuming the reinvestment of dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Griffon Corporation, the S&P SmallCap 600 Index,
the Russell 2000 Index and the Dow Jones US Diversified Industrials Index

* The performance graph does not constitute soliciting material, is not deemed filed with the SEC and is not incorporated by reference into any of Griffon’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in any such filings, except to the extent Griffon specifically incorporates this performance graph by reference therein.

Shareholder Outreach

We consider shareholder feedback an important contributor to compensation decisions and other matters considered by the Board. The Committee has considered, and will continue to consider, the outcome of the non-binding, advisory vote on compensation practices when making compensation decisions for our Chief Executive Officer and other NEOs. At our annual meeting of shareholders held on March 11, 2025, approximately 89.7% of the shareholders who voted on the “say-on-pay” proposal (excluding those who abstained) approved the compensation of our NEOs, which we view as a strong endorsement of our executive compensation program.

Following our 2025 annual meeting, we engaged in our annual shareholder outreach program to solicit the views of our significant shareholders regarding our executive compensation program and any other matters concerning the Company that they wished to discuss. We sent an invitation to speak with the Chair of our Compensation Committee to each non-management shareholder then known by us to be in the list of our top 35 shareholders (except for Voss Capital, which formerly had a representative on our Board of Directors); this resulted in our extending this invitation to every shareholder that holds 0.47% or more of our common stock. Institutional investors holding approximately 58.3% of the Company’s outstanding shares of common stock were contacted (as compared to 57.0% the prior year). A number of investors replied that while they appreciated the invitation to engage, they had no issues of concern relating to Griffon that would warrant a conversation. One significant investor indicated that while it will be glad to speak with us, in light of the SEC’s new guidance it will look to us to structure the agenda and will generally not be able to provide any input on Griffon. We have either spoken, or are scheduled to speak, to all investors who accepted our invitation, representing approximately 16.5% of our outstanding common stock (as compared to 19.0% the prior year). During these conversations, we asked these shareholders to bring to our attention any issues they felt should be considered by the Board or by the independent directors of the Company, and we specifically inquired as to whether they had any comments, suggestions or criticisms regarding any aspect of our executive compensation program or regarding any other aspect of the Company’s operations or governance. These conversations were reported to the Committee and the full Board.

We discussed Environmental, Social and Governance (ESG) matters, and explained that we removed ESG as a performance metric from our executive compensation program based on prior shareholder input (noting that we continue to report on ESG metrics through the publication on the Griffon website of our annual Sustainability Report). There was general satisfaction with our disclosure of environmental metrics. We also discussed our executive compensation program, highlighting the use of the various incentive metrics for different parts of the program; one shareholder specifically stated it was pleased that ROIC (return on invested capital) was used a metric, and was complimentary of the substance and level of disclosure regarding our executive compensation program.

In prior years, shareholders emphasized the importance of ESG and suggested that we reduce the importance of working capital in favor of operational measures such as EBITDA, free cash flow and EPS. We therefore incorporated ESG into our executive compensation program and reduced the importance of the working capital performance measure. In fiscal 2023 and in fiscal 2024, the performance metrics for our short-term bonus program were weighted 75% based on EBITDA (the same as in fiscal 2022), 15% based on working capital (reduced from 25% in fiscal 2022), and 10% based on ESG goals. However, as noted above, our most recent engagements with shareholders have suggested that we remove ESG from the executive compensation program. These shareholders indicated that, whether or not ESG is part of the executive compensation program, they still regard ESG as important and favored disclosure regarding companies’ progress with respect to ESG.

Based on input received from shareholders in 2024, ESG was removed as a performance metric for the fiscal 2025 short-term bonus program, which is weighted 80% based on EBITDA and 20% based on working capital. These weightings were maintained for fiscal 2026.

The removal of ESG as an executive compensation performance metric has not impacted our ESG program. We publish an annual Sustainability Report on our website in which we report on our progress with respect to our ESG program.

During our shareholder engagement program in 2023, the view was expressed that all NEOs should receive restricted stock grants on the same basis to further align the interests of our NEOs. In response to this shareholder input, our CFO and General Counsel now receive restricted stock grants that utilize the same performance criteria as that used for grants to the CEO and COO.

We considered input of our shareholders from prior years in the design of our restricted stock program for our NEOs. Shareholders in prior years had suggested that we consider the use of a return measure, such as return on equity or return on invested capital (“ROIC”). In response, we added ROIC as the performance metric for half of the annual restricted stock grants to each of our CEO and COO for fiscal 2022 and fiscal 2023. As noted above, in response to shareholder input, in fiscal 2024 the restricted stock grants to our CFO and General Counsel were granted on the same basis as the grants to our CEO and CFO. In fiscal 2024 and fiscal 2025, the restricted stock grants to the NEOs were based 60% on ROIC and 40% based on a comparative TSR measure; this is discussed further on page 56.

Our Compensation Committee Chair also indicated to the shareholders with whom she spoke that we are committed to having a regular, ongoing dialogue with our significant shareholders and encouraged each such shareholder to reach out at any time with any concerns it might have.

Over the years, we have made changes to the design of our compensation program based on shareholder input:

	•	We changed the balance of bonus opportunity available under our annual cash performance bonus plan on the basis of operating results and working capital targets from 50%-50% to 75%-25%; and in fiscal 2022, we further reduced the portion based on working capital targets from 25% to 15% (for fiscal 2025,that percentage was increased to 20%, due to the elimination of ESG as a performance measure)

	•	Beginning with fiscal 2022, we added free cash flow as a performance criterion for the bonus opportunity under the long-term cash performance bonus plan

	•	Beginning with fiscal 2022, we used return on invested capital and relative TSR as the performance metrics for the restricted stock grants to our CEO and COO (as noted above, these performance measures are now used for all the NEOs)

	•	We implemented plan design features such as post-vesting holding period requirements

Components of Compensation

We strive to provide incentives to senior management to achieve both short-term and long-term objectives and to reward exceptional performance. Our Compensation Committee utilizes several different performance metrics to incentivize management and evaluate and reward their performance. Our executive compensation program includes four key components:

Competitive Base
Salary

Short-Term and Long-Term
Cash Incentive Bonuses

which, for our named executive officers, are based entirely on objective company performance

Long-Term Equity Based
Incentive Compensation

designed to align the interests of our executives with the interests of our shareholders utilizing metrics that lead to increases in shareholder returns

Retirement, health and welfare benefits,
and certain perquisites

We believe our compensation practices and our overall level of executive compensation demonstrate our commitment to performance-based pay. The compensation delivered to our executives in fiscal 2025 is indicative of this orientation.

ALL of our short- and long-term bonuses and incentive compensation are performance-based and constitute a substantial portion of senior executive compensation.

ALL of our long-term incentives, both cash and equity, require both performance and continued employment over a multi-year period.

ALL of our equity-based incentive compensation requires multi-year continued employment and, in the case of our NEOs, post-vesting holding periods. Because equity awards can only be realized on a deferred basis, executives are subject to the same risks to which our shareholders are subject during the relevant vesting and post-vesting holding periods for each equity award.

In setting compensation levels, we believe it is important to consider the aggregate amount expended by the Company for corporate management, in addition to considering individual compensation levels. We maintain a lean corporate executive staff, and therefore many of our executive officers have responsibilities in multiple functional areas. We believe that, as a result, the Company employs fewer senior executives at the corporate level than comparable companies. Thus, while total compensation to individuals may be at the upper range of compensation for such positions, reflecting the Company’s superior operating performance, we believe that the aggregate amount expended for such functions is well in line with our industrial peers.

We believe that the compensation of our executives should reflect the executives’ level of job responsibility and be related to individual and company performance. We also believe that compensation should be competitive, reflecting the conditions in the geographic regions in which our executives are located. Because the performance of our executives greatly impacts our results, a significant portion of their compensation should be variable and based on individual and corporate performance. Our operational performance targets are challenging and consistent with the business plans reviewed by our Board.

With the exception of one grant of restricted stock to our NEOs in December 2020, all equity grants to our NEOs for the last ten years have been 100% performance-based, and all annual and long-term cash bonuses to all of our NEOs are 100% performance-based.

Our approach to compensation reflects, in large part, that our Company is a diversified holding company. As such, our senior corporate management’s responsibilities include managing and assessing the operating results of our segments and principal businesses, recruiting, developing and supervising management at both the subsidiary and corporate levels and overseeing various financial activities. Our senior corporate management is responsible for, and continuously evaluates and assesses, matters relating to:

	•	the maintenance of our strong consolidated balance sheet;

	•	the allocation of our capital and resources among our business segments;

	•	the assessment and determination of our capital requirements and needs;

	•	our cash and cash equivalent liquidity;

	•	our financing transactions;

	•	the identification and execution of acquisition or disposition opportunities, as well as the integration of businesses we acquire;

	•	the return of capital to shareholders, including through corporate dividends as well as opportunistic repurchases of our stock;

	•	the setting of operational and financial goals at the Company’s businesses, and overseeing the efforts of the business executive teams to meet or exceed those goals; and

	•	the continuing evaluation of all our assets and operations.

In recent years, management was required to fulfill these responsibilities while overseeing the implementation of a significant strategic initiative at CPP – the expansion of CPP’s global sourcing strategy for its long handled tools, material handling, and wood storage and organization product lines; as well as 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 2025 and 2024 as in fiscal 2023). This included overseeing significant capital investments to expand HBP’s manufacturing capacity at its principal facility in Troy, Ohio.

Our senior management is engaged in ongoing analysis of (i) where, when and how our capital resources should be allocated, with a view to optimizing that allocation, and (ii) whether our existing business lines should be expanded, curtailed or disposed of, and if we ought to further diversify into new business lines or activities. Our management is tasked with determining whether and how our capital is best deployed for future growth. Accordingly, acquisitions and divestitures are part of our ongoing strategy. Most recently, we divested our Telephonics business, and acquired Hunter Fan Company, in 2022; and acquired the assets of Pope, a leading Australian provider of residential watering products, in 2024. As noted earlier, in May 2022 our Board of Directors initiated a process to review a comprehensive range of strategic alternatives to maximize shareholder value; and in April 2023 our Board of Directors determined to end its review of strategic alternatives, concluding that the ongoing execution of Griffon’s strategic plan is the best way to maximize value for shareholders. We are, however, always open to opportunities that may arise to maximize shareholder value.

Our senior management is also charged with arranging financing in the bank and capital markets to ensure that we can provide adequate capital resources to our subsidiaries for organic growth and acquisitions while at the same time maintaining appropriate levels of leverage and appropriate maturities for our debt. In June 2024, we 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 (this resulted in interest expense savings of approximately $1.8 million in fiscal 2025); and 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. Management has been tasked with negotiating and arranging multiple financings while maintaining a strong balance sheet so as to reduce the risks to which the Company is subject, during volatile capital markets. We do not have any material debt maturity until 2028.

Operating plans and significant capital expenditures for the Company are reviewed by the Board of Directors and serve as the basis for setting the operational and capital targets in our compensation programs. The Compensation Committee has sought to align the compensation programs under which our senior management is remunerated with these objectives, in a manner consistent with the business direction and strategic plan discussed with and reviewed by the Board of Directors.

Performance Criteria

Performance Metrics in Fiscal 2025:
Short-term cash plan (FY25)	Long-term cash plan (FY23-FY25)	Equity Awards*
- EBITDA (80%) - Working Capital (20%)	- Core EPS (75%) - Free Cash Flow (25%)	- ROIC (60%) - Relative TSR (40%)
* Beginning with fiscal 2024, the CFO and General Counsel received equity awards on the same basis as the grants to the CEO and COO

The Compensation Committee, working with Gallagher, selected the performance metrics to be used for each of the short-term and long-term components of the Company’s cash bonus plan for the NEOs. The Committee selected EBITDA and working capital as performance measures for determining short-term cash bonuses for fiscal year 2025. The selection of EBITDA and working capital as performance measures reflects the Board’s mandate and belief that (i) operational results (including maximizing cash generation from operations) contribute to Griffon’s continuing financial success, and (ii) maintaining adequate levels of working capital is a key indicator of creating and maintaining a strong balance sheet and providing financial strength to withstand the continuing uncertainty that exists in the United States and global economies. Each of these objectives also acts as a check against the other, and therefore as a natural risk management tool with respect to the management of our businesses.

In determining the criteria for short term cash bonuses for fiscal 2025, the Compensation Committee reflected input received from shareholders. The Committee placed a substantially greater relative emphasis on operational achievements than on balance sheet strength; and the Committee also eliminated ESG goals as a performance metric. The relative weightings assigned were 80% to EBITDA and 20% to working capital.

Our long-term cash incentive plan was adopted several years ago in response to input we received from shareholders in our outreach program. Based on those suggestions, cash incentive opportunities were divided into two roughly equal portions, the short-term (annual) incentive plan described above and the long-term cash plan. The Committee selected cumulative Core EPS (75%) and free cash flow (25%) as the performance measures for determining long-term cash bonuses for our NEOs for the fiscal year 2023 through fiscal year 2025 performance period. “Core EPS” means the fully diluted earnings per share of the Company for the performance period prepared in accordance with GAAP, adjusted for the impact of certain items such as changes in accounting principles, costs and expenses incurred in connection with financings, corporate restructuring charges, corporate acquisition expenses, dispositions, discrete tax items and any other similar non-recurring items, to the extent a substantial portion of the economic impact of any such item is realized over a period that extends beyond the performance period and is unrelated to operations. The Compensation Committee had been advised by Gallagher that, absent market conditions not in control of management, Core EPS has a close, long-term correlation with stock price and achieving substantial growth in earnings per share over a multi-year period will increase the likelihood of providing an attractive level of total shareholder return over the same period. “Free Cash Flow” means net cash provided by operating activities, less expenditures for the acquisition of property, plant and equipment, plus proceeds from the sale of property, plant and equipment, adjusted by the Compensation Committee for, and not taking into account, the impact of certain items such as changes in accounting principles, costs and expenses incurred in connection with financings, corporate restructuring charges, corporate acquisition expenses, dispositions, discrete tax items and any other similar non-recurring items, to the extent a substantial portion of the economic impact of any such item is realized over a period that extends beyond the performance period or is unrelated to operations. The Committee was advised by Gallagher that Free Cash flow is a strong indicator of value creation; is critical in creating optionality to fund ongoing operations, capital expenditures and the return of capital to shareholders, and/or to deleverage; and, like EPS, has a strong correlation to stock price.

Certain shareholders expressed a preference that we consider other performance metrics for our long-term cash incentive plan. The Committee asked Gallagher to evaluate and report on other criteria for possible use as bonus performance measures. We reviewed and discussed with shareholders alternative measures, such as return on equity, free cash flow generation and return on invested capital.

In response to shareholder input, in fiscal 2022 we added free cash flow generation as a component of the targets for our long-term cash incentive plan. We believe that this will create an incentive for management to focus on balance sheet considerations, especially working capital efficiency.

For the years 2016 through 2021, the Committee selected stock price growth as the performance measure for the equity grants awarded to the CEO and COO. Vesting of these grants required that the Company’s stock close at a price at least 20% above the price on the date of grant for thirty consecutive trading days during the vesting period (and, if the threshold vesting condition is achieved, the actual number of shares to vest depends on the Company’s percentile TSR within the Russell 2000 during the relevant performance period). This target proved challenging, as demonstrated by the failure to meet this condition with respect to restricted stock awards of 360,000 and 120,000 shares, at target, granted to our CEO and COO, respectively, in January 2017. These grants were forfeited in their entirety upon their expiration in January 2021.

In response to shareholder input, in fiscal 2022 the Committee selected, as the performance criteria for restricted stock grants to the CEO and COO, ROIC and overall TSR as compared to a broad market index. Achievement under the relative TSR metric is determined based on the Company’s TSR during the performance period as measured against the TSRs of the stocks in the Russell 2000 over the same period. The terms of our performance-based restricted stock awards are discussed in greater detail below in this proxy statement.

For many years up to and including fiscal 2023, the Committee selected consolidated EBITDA as the performance metric for restricted stock grants to the CFO and General Counsel. If Griffon achieved the required level of EBITDA for at least one of the three years during the performance period, the restricted stock grants would vest in full at the end of the three-year period; otherwise the grants would be forfeited. In response to shareholder input, beginning in fiscal 2024, restricted stock awards granted to the CFO and General Counsel have utilized the same performance criteria as that used for awards granted to the CEO and COO.

In response to shareholder input, in fiscal 2022 we added ROIC as a performance measure for restricted stock grants to the CEO and COO. In response to further shareholder input, since fiscal 2024, the CFO and General Counsel have received restricted stock grants that utilize the same performance criteria as that used for grants to the CEO and COO.

Our Executive Compensation Program and Risk

We believe that our compensation programs are structured in a manner to discourage excessive risk-taking, and we have concluded that our compensation policies and practices are not reasonably likely to result in a material adverse effect on our businesses for several reasons, including the following:

	•	Under both our annual and long-term performance bonus programs, we use multiple objective performance measures to determine cash bonus opportunities for our NEOs, which discourages focusing on a single performance measure and incentivizes the executives to focus on the overall financial strength of the Company as well as on operating results.

	•	With respect to each of our NEOs, we provide a mix of compensation components: fixed cash compensation in the form of base salaries, variable performance-based annual cash compensation (under our annual performance bonus plan), and long-term equity and cash compensation in the form of restricted stock awards and long-term cash bonuses, which are exclusively performance-based. We believe this combination of fixed and variable cash compensation, a long-term equity interest that is performance-based and vests over time, and a long-term cash bonus based on three-year performance cycles, appropriately incentivizes and rewards management while at the same time encouraging appropriate—but not excessive—levels of risk assumption.

	•	The design of our cash compensation programs, which incorporate a variety of performance criteria established under our plans, encourages executives to focus on both our short-term and long-term operational and consolidated financial position and objectives; as a result, any incentive to take short-term risks is mitigated by the necessity for us to achieve success and maintain shareholder value over the long term. In this regard, a portion of compensation is delivered to executives in the form of an annual bonus, and a substantial portion of the compensation of each of our NEOs is delivered in the form of a long-term cash bonus. In the case of each of our NEOs, both the annual bonus and the long-term bonus are 100% performance-based and are tied exclusively to objective performance criteria.

	•	A significant portion of compensation to our senior executives is delivered through the use of performance-based equity awards, which generally cliff vest after a minimum three-year performance period, provided the applicable performance criteria are achieved. In addition, we have required a post-vesting holding period for equity grants to our two most senior executives—every restricted stock grant to our CEO and COO since January 2014 contains a requirement that the executive hold the shares for a period of two years after vesting. The Compensation Committee believes that the cliff vesting feature of our restricted share awards, together with the applicable performance criteria and a required post-vesting holding period for grants to our most

		senior executives, focuses our executive team on the long-term success of the Company, aligns their interests with those of our shareholders and, because of the multi-year vesting feature and required post-vesting holding period, subjects senior management to the long-term consequences of risks undertaken to achieve short-term objectives. Beginning in fiscal 2024, restricted stock awards to our CFO and General Counsel also contain the requirement that shares be retained for two years after vesting.

	•	A significant portion of cash compensation to each of our NEOs is delivered through our long-term cash bonus program, which provides for the opportunity to earn cash bonuses over a three-year period. Bonuses paid under the long-term cash bonus program are exclusively performance-based and provide additional focus for our most senior executives on the long-term success of the Company, further aligning the interests of these executives with that of our shareholders.

	•	We have adopted stock ownership guidelines that serve to align the interests of our directors and executives with those of our shareholders and encourage focus on long-term performance.

	•	We have adopted an anti-hedging, anti-pledging policy which prohibits directors and executive officers from purchasing company securities on margin, pledging company securities or entering into a hedging transaction with respect to company securities.

	•	We have adopted a clawback policy that provides for the recovery from executive officers of improperly received incentive compensation going back three years in the event of an accounting restatement.

	•	The Compensation Committee has, since 2012, engaged Gallagher, an independent compensation consultant, to guide it in making compensation decisions.

Executive Compensation Decisions—The Role of the Compensation Committee, Executives and Consultants

The Compensation Committee is responsible for evaluating and approving the compensation of our NEOs and the presidents of our business units. The Compensation Committee considers recommendations from our CEO with respect to executive compensation matters, except regarding his own compensation. The Compensation Committee regularly utilizes the services of Gallagher to perform analyses and provide recommendations relating to executive compensation matters and takes such information into consideration in making its compensation decisions.

Determination of Compensation Levels

In setting compensation levels, including bonus eligibility levels for our NEOs under our 2016 Performance Bonus Plan (the “Performance Bonus Plan”), and the mix of compensation for fiscal 2025, the Compensation Committee considered a number of factors. These include the desire to motivate our NEOs and business unit presidents, and align their compensation with the financial performance of the Company and the benefits to shareholders by providing the majority of these executives’ compensation in the form of performance-based compensation, and the Compensation Committee’s assessment of the individual’s experience, responsibilities, management, leadership abilities and job performance. The Committee is also cognizant that the Company’s management, in addition to providing oversight and supervision of the operations of our subsidiaries, is called upon to perform strategic, transactional and financial functions on an ongoing basis.

The Compensation Committee, in consultation with, and based on the advice of, Gallagher, selects and utilizes a peer group of industrial companies (the “Peer Group”) to be used as a factor to consider in making decisions regarding the Company’s executive compensation. The Compensation Committee periodically requests that Gallagher reassess and

suggest modifications to the Peer Group to reflect changes in the Company and the constituent companies included within the Peer Group. Throughout fiscal 2025, the Peer Group consisted of the following 20 companies:

Allegion plc	American Woodmark Corporation	Armstrong World Industries, Inc.
Carlisle Companies Incorporated	Central Garden & Pet Company	Church & Dwight Co., Inc.
Dover Corporation	Energizer Holdings, Inc.	Fortune Brands Home & Security, Inc.
Gibraltar Industries, Inc.	Helen of Troy Limited	JELD-WEN Holding, Inc.
Leggett & Platt, Incorporated	Lennox International Inc.	Resideo Technologies, Inc.
Simpson Manufacturing Co., Inc.	Spectrum Brands Holdings, Inc.	Trex Company, Inc.
UFP Industries, Inc.	Zurn Elkay Water Solutions Corp.

This peer group is the same as the composition of the peer group at the beginning of fiscal 2024, except that Masonite International Corporation, which was formerly in the Peer Group, was acquired in May 2024; and as a result, in early fiscal 2025 the Committee added Resideo Technologies, Inc. and Zurn Elkay Water Solutions Corporation to the Peer Group.

The Committee believes this Peer Group, which consists mostly of public companies in the building products and consumer products industries, best reflects the diversity of the Company’s businesses. Two diversified manufacturing companies (Carlisle and Dover) are also included. Most of the companies chosen had annual revenue of between 40% and 250% of the annual revenue of Griffon, although a few companies with higher revenues were included due to their high concentration of branded products in a relevant industry or due to their status as a diversified manufacturing company identified as the most comparable to Griffon.

While the Committee recognizes the benefit of using this type of comparative information in determining compensation at the corporate level, the Committee also recognizes the inherent limitations of using comparative compensation information from the Peer Group companies, in that such information does not reflect the significant additional responsibilities and skill sets required of the senior management team of a diversified manufacturing company such as ours (for example, with respect to focusing on growth and diversification and the appropriate deployment of and return on capital in our existing businesses, as well as the Company’s financing structure). The Committee therefore utilizes executive compensation within the Peer Group as one factor in setting the Company’s executive compensation levels but retains the flexibility to make decisions regarding executive compensation that it determines are in the best interests of the Company and that will motivate and retain the executive management team.

As noted above, the Compensation Committee evaluates and approves the compensation of our NEOs and the presidents of our business units. Although the Compensation Committee does not set the compensation of Griffon executives below the NEO level or of the executives of our segments below the president level, the Committee is presented with compensation information regarding these executives in order to consider how the compensation levels of these executives relate to the compensation that we pay to the NEOs and to our segment presidents. In addition, in evaluating compensation levels, the Compensation Committee has been cognizant of the challenges presented in attracting and retaining executive talent as well as the broad, expanded roles taken on by our lean corporate executive staff, as described above.

The Compensation Committee continually evaluates Griffon’s compensation practices for our senior management personnel. With respect to fiscal 2025 compensation, the Compensation Committee:

	•	selected performance criteria, target levels and payment amounts to be used under the Performance Bonus Plan for fiscal 2025 (short-term component);

	•	determined the performance criteria, target levels and payment amounts for our NEOs to be used for the fiscal 2025 through fiscal 2027 period under the long-term cash bonus program; and

	•	evaluated short-term and long-term cash bonuses to be paid following the end of fiscal 2025 to each of the NEOs under the Performance Bonus Plan to determine their reasonableness in light of (i) the applicable performance measures and bonus opportunities established by the Compensation Committee and (ii) the operational and financial results of the Company for the applicable performance periods; and

	•	determined the structure of restricted share grants to our NEOs (including the type of performance measures to be used, the target levels of performance, and the numbers of shares to be granted).

In making each of these decisions, the Compensation Committee consulted with and considered advice provided by Gallagher.

Elements of Executive Compensation

As noted above, our executive compensation program includes four components—base salary; cash incentive bonuses; equity-based compensation; and retirement, health and welfare benefits and other perquisites. As shown in the pie charts below, 81.7% of our CEO’s 2025 compensation was performance-based, and 55.7% of our other NEOs’ 2025 compensation was performance-based. These percentages are lower than in recent years due to the inclusion of the value of the benefit, for each NEO, of the Griffon Corporation 2025 Retiree Medical Plan, which was approved by the Committee in August 2025.

Note: equity awards are based upon grant date value

Base Salary. We pay a base salary that the Compensation Committee determines is competitive with respect to the scope, responsibilities and skills required of the particular position in order to attract and retain qualified executives. As discussed above, the Compensation Committee assesses the salaries of our NEOs from time to time by analyzing the compensation paid in the marketplace, including within the Peer Group. Merit increases are considered after annual review, on a subjective basis. Mr. Kramer’s base salary was increased to $1,292,738, effective December 1, 2024 (a 3% increase) and increased to $1,344,448, effective December 1, 2025 (a 4% increase), in each case the same percentage cost of living increase that was provided generally to corporate employees.

Mr. Mehmel’s base salary was increased to $1,147,496 effective December 1, 2024 (a 3% increase), and to $1,193,396 effective December 1, 2025 (a 4% increase). Mr. Harris’ base salary was increased to $600,000 effective November 13, 2024 (an 8.3% increase), and to $624,000 effective December 1, 2025 (a 4% increase); and Mr. Kaplan’s base salary was increased to $510,356 effective December 1, 2024 (a 3.0% increase), and to $530,770 effective December 1, 2025 (a 4.0% increase). Each of these annual salary increases represented a cost-of-living adjustment, except that the increase in Mr. Harris’ salary as of November 13, 2024 was in connection with his promotion to Executive Vice President.

Cash Incentive Bonuses. We provide cash incentive bonuses that are designed to provide variable incentive compensation opportunities to our executive officers on both an annual and long-term basis, based upon Company and individual performance. For our CEO and COO, all cash incentive bonuses have always been 100% performance-based.

Commencing with fiscal 2019 and in response to shareholder comments, the Compensation Committee determined to provide our CFO and our General Counsel with annual and long-term cash incentive bonus opportunities based on the same financial performance objectives as our CEO and COO, so that all four NEOs receive bonuses on the basis of consistent performance objectives. As a result, all annual and long-term cash incentive bonus opportunities and awards to all four of our NEOs are 100% performance-based.

Annual and Long-Term Cash Incentive Bonuses. Our Performance Bonus Plan is the plan under which we provide cash incentive compensation to our NEOs. The Performance Bonus Plan is administered by the Compensation Committee, which selects the participants and establishes the performance periods and the specific performance goals to be achieved during those periods. The Compensation Committee believes that the Performance Bonus Plan supports our pay-for-performance philosophy by providing annual and long-term cash bonuses to our named executive officers contingent upon the achievement of pre-established and objective performance goals. The long-term bonus program was adopted in response to comments received from shareholders who recommended that cash bonuses be split between long- and short-term achievements.

The Compensation Committee, in consultation with, and based on the advice of, Gallagher, determined that, beginning with fiscal year 2016, it would base approximately 60% of Messrs. Kramer’s and Mehmel’s aggregate target cash incentive compensation opportunity on the achievement of long-term performance goals over a three-year period. As noted above, beginning with fiscal 2019, this applies to Messrs. Harris and Kaplan as well. The long-term bonus component is intended to discourage excessive risk taking and to better align management’s interests with the long-term interests of our shareholders by motivating management to create and maintain long-term, and not just near-term, shareholder value. Through the period beginning with fiscal 2021, the long-term incentive cash bonus opportunities for each performance period were based on achievement of Core EPS. “Core EPS” means the fully diluted earnings per share of the Company for the performance period prepared in accordance with GAAP, adjusted for the impact of certain items such as changes in accounting principles, costs and expenses incurred in connection with financings, corporate restructuring charges, corporate acquisition expenses, dispositions, discrete tax items and any other similar non-recurring items, to the extent a substantial portion of the economic impact of any such item is unrelated to operations. The Compensation Committee determined that Core EPS should be utilized as the long-term performance objective because it reflects the Company’s results from core ongoing operations and creates an appropriate incentive for our most senior executives to achieve a

significant level of, and grow, EPS. The Compensation Committee was advised by Gallagher of the historical correlation between EPS and stock price, and the potential for increases in EPS to result in increases in shareholder value.

In response to comments received from shareholders, for the period beginning with fiscal 2022, the Compensation Committee decided to adopt free cash flow as an additional performance metric for the long-term incentive cash plan. “Free Cash Flow” means net cash provided by operating activities, less expenditures for the acquisition of property, plant and equipment, plus proceeds from the sale of property, plant and equipment, adjusted by the Compensation Committee for, and not taking into account, the impact of certain items such as changes in accounting principles, costs and expenses incurred in connection with financings, corporate restructuring charges, corporate acquisition expenses, dispositions, discrete tax items and any other similar non-recurring items, to the extent a substantial portion of the economic impact of any such item is realized over a period that extends beyond the performance period or is unrelated to operations. The Committee was advised by Gallagher that Free Cash Flow:

•

is a strong indicator of value creation;

•

is a standard metric used by investors to evaluate company performance;

•

is critical in creating optionality to fund ongoing operations, capital expenditures and the return of capital to shareholders, and/or to deleverage; and

•

like EPS, has a strong correlation to stock price.

The Compensation Committee retains the power to reduce (but not increase) any annual or long-term cash bonus actually paid to any of our NEOs to ensure that any such bonus payments are, in the judgment of the Compensation Committee, reasonable and reflect the appropriate amount of compensation payable considering the performance of the Company and the overall compensation paid.

Long-Term Cash Incentive Awards Granted in Fiscal 2025. In early fiscal 2025, each of our NEOs was granted a long-term cash incentive bonus opportunity under the Performance Bonus Plan based on the Company’s aggregate “Core EPS” (75% of the aggregate bonus opportunity), and aggregate “Free Cash Flow” (25% of the aggregate bonus opportunity), for the performance period consisting of fiscal years 2025 to 2027. The following table sets forth the amount of the bonuses that each NEO is eligible to receive under these awards based on each of these metrics for the three-year performance period. With respect to each performance metric, none of the eligible bonus will be paid if the Company’s performance for such metric is below the specified threshold; and if any of the relevant performance metrics fall in between the amounts set forth below, the bonus amounts earned will be determined using linear interpolation.

Long-Term Cash Incentive Bonus Opportunities for the period fiscal 2025 to fiscal 2027 are as follows:

	Aggregate Core EPS		Ronald J. Kramer		Robert F. Mehmel		Brian G. Harris		Seth L. Kaplan
Threshold		$13.23	$	1,350,000	$	337,500	$	168,750	$	135,000
Target		$16.54	$	2,700,000	$	675,000	$	337,500	$	270,000
Maximum		$19.85	$	4,050,000	$	1,012,500	$	506,250	$	405,000

	Aggregate Free Cash Flow		Ronald J. Kramer		Robert F. Mehmel		Brian G. Harris		Seth L. Kaplan
Threshold	$	655,170,000	$	450,000		$112,500	$	56,250	$	45,000
Target	$	818,963,000	$	900,000		$225,000	$	112,500	$	90,000
Maximum	$	982,756,000	$	1,350,000		$337,500	$	168,750	$	135,000

The Company has seen significant growth in Core EPS in recent years. As shown in the chart below, using fiscal 2021 as the base year, Core EPS has increased from $1.68 per share in fiscal 2021 to $5.65 per share in fiscal 2025, representing a 35.4% annual growth rate during the five-year period fiscal 2021 through fiscal 2025:

The aggregate target Core EPS level of $16.54 for the period fiscal 2025 to fiscal 2027 represents a 24.1% increase from the aggregate target Core EPS level of $13.33 for the immediately prior three-year period fiscal 2024 to fiscal 2026.

Long-Term Cash Incentive Awards Payable Following Fiscal 2025. In December 2022 the Compensation Committee granted long-term cash incentive bonus opportunities to the NEOs. The following table sets forth the amount of the bonuses that Messrs. Kramer, Mehmel, Harris and Kaplan were eligible to receive under these awards based on the Company’s Core EPS and the Company’s free cash flow for the performance period. With respect to each separate performance measure, no amount would be paid if the actual amount for the performance period was below the specified threshold, and bonuses with respect to each performance measure between the threshold and target, or between the target and maximum, would be determined using linear interpolation.

Long-Term Cash Incentive Bonus Opportunities for the period fiscal 2023 to fiscal 2025 were as follows:

	Aggregate Core EPS for Period		Ronald J. Kramer		Robert F. Mehmel		Brian G. Harris		Seth L. Kaplan
Threshold	$	9.38	$	1,350,000	$	337,500	$	135,000	$	135,000
Target	$	11.72	$	2,700,000	$	675,000	$	270,000	$	270,000
Maximum	$	14.06	$	4,050,000	$	1,012,500	$	405,000	$	405,000

For a reconciliation of Earnings (loss) per share from continuing operations to adjusted EPS from continuing operations (which equates to Core EPS) for 2025, 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Earnings (loss) per share from continuing operations was $1.09 for 2025, $4.23 for 2024, $1.42 for 2023, $(5.57) for 2022 and $1.32 for 2021.

	Aggregate Free Cash Flow		Ronald J. Kramer		Robert F. Mehmel		Brian G. Harris		Seth L. Kaplan
Threshold	$	515,680,000	$	450,000	$	112,500	$	45,000	$	45,000
Target	$	644,600,000	$	900,000	$	225,000	$	90,000	$	90,000
Maximum	$	773,520,000	$	1,350,000	$	337,500	$	<

SEC Form DEF 14A filed by Griffon Corporation