Brokers are prohibited from exercising discretionary authority

(1)	Calculated based 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”). Inapplicable covenant in Griffon’s credit agreement.
(2)	On a continuing operations basis; excludes 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 paper proxy card in the mail, by mailing a completed proxy card. Shares owned by participants through the ESOP may NOT be voted in person at the Annual Meeting. AST will tabulate the votes of participants in the ESOP. The results of the votes receivedTelephonics business which was classified as discontinued operations in our Annual Report on Form 10-K filed on November 17, 2021 (“2021 10-K”).
(3)	For a reconciliation of Adjusted EBITDA (defined as Segment Adjusted EBITDA less Unallocated amounts, excluding depreciation) to Income (loss) before taxes from continuing operations (a) for 2019, see note 18 in our 2021 10-K, and (b) for 2020, 2021 and 2022, see note 18 to our Annual Report on Form 10-K filed November 18, 2022 (“2022 10-K”). Income (loss) before taxes from continuing operations was ($270.9) million for 2022, $110.0 million for 2021, $67.5 million for 2020 and $46.2 million for 2019.
(4)	For a reconciliation of Earnings (loss) per share from continuing operations to Adjusted EPS from continuing operations, (a) for 2019, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in our 2021 10-K; and (c) for 2020, 2021 and 2022, see MD&A in our 2022 10-K. Earnings (loss) per share from continuing operations was $(5.57) for 2022, $1.32 for 2021, $0.92 for 2020 and $0.59 for 2019.

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 37 of this Proxy Statement for a complete understanding of our compensation program.

PERFORMANCE-BASED COMPENSATION STRUCTURE

CEO	Other NEO
2022 Compensation Mix	2022 Compensation Mix

[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 30, 2023, this Proxy Statement is being mailed to stockholders who were stockholders as of the January 17, 2023 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 2022 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 in past 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 2022 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 30, 2023 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:

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 January 17, 2023. 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:

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 shareholders at the Annual Meeting unless proper and timely notice has been given to us by the shareholders 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) 750-5836 (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 signed 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, ONE YEAR, on an advisory basis, for the frequency of conducting an advisory vote on the compensation of Griffon’s named executive officers, and FOR the ratification of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2023, 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 American Stock Transfer & Trust Company, LLC (“AST”) and its telephone number is 718-921-8300.

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 2022 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 2022 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 2022 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) 750-5836
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 four.

Brokers are prohibited from exercising discretionary authority on non-routine matters. Proposals one, two and three 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.

AST 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. The trustee will also vote the unallocated shares in the ESOP in the same manner and proportions as those votes cast by participants submitting timely voting instructions. AST 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 January 17, 2023 must be present at the meeting. This is referred to as a quorum. On January 17, 2023, there were 57,186,222 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 eight director nominees receiving the most votes will be elected. You may vote “FOR” up to eight 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 approve the advisory vote on the frequency of conducting an advisory vote on executive compensation?

Approval of the advisory vote on the frequency of conducting an 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 the frequency of conducting an advisory vote on 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.

Our certificate of incorporation currently provides for a Board of Directors consisting of not less than twelve nor more than fourteen directors. Our Board used to be divided into three classes, with the term of each class expiring in successive years. Last year we amended our Certificate of Incorporation to eliminate our classified structure. The term for five of our directors, each of whom was elected to serve a three-year term in 2021, expires at the Annual Meeting of Stockholders in 2024. The term for each of our other directors expires at the Annual Meeting of Stockholders in 2023. Beginning at the 2024 Annual Meeting of Stockholders, each director will be elected for a one-year term.

Our Board of Directors now consists of fourteen directors, divided into three classes as nearly equal in number as possible, with no class containing less than four directors, whose terms of office expire in successive years. Our Board of Directors now consists of thirteen directors as set forth below.

GRIFFON’S CURRENT BOARD OF DIRECTORS   Members of the Board serving until 2023 (To Serve Until the Annual Meeting of Stockholders in 2023) Thomas J. Brosig* Travis W. Cocke H. C. Charles Diao Louis J. Grabowsky Lacy M. Johnson James W. Sight Samanta Hegedus Stewart Michelle L. Taylor Cheryl L. Turnbull Members of the Board serving until 2024 (To Serve Until the Annual Meeting of Stockholders in 2024) Henry A. Alpert Jerome L. Coben Ronald J. Kramer General Victor Eugene Renuart (USAF Ret.) Kevin F. Sullivan   * Mr. Brosig will be retiring from the Board of Directors effective as of the conclusion of the election of directors at our 2023 Annual Meeting and therefore is not being nominated for re-election. Accordingly, our Board of Directors will consist of thirteen directors following the conclusion of the 2023 Annual Meeting. 15 Cooperation Agreement with Voss Travis W. Cocke, a director of Griffon, is the Founder, Chief Investment Officer and Managing Member of Voss Capital, LLC. On January 8, 2023, Griffon entered into a cooperation agreement (the “Cooperation Agreement”) with Voss Capital, LLC and certain of its affiliates (collectively, “Voss”), pursuant to which we agreed to appoint Mr. Cocke, the Chief Investment Officer of Voss, as a new director to the Board and nominate him and H. C. Charles Diao for election at the Annual Meeting. Pursuant to the Cooperation Agreement, Mr. Cocke was appointed to the Board and to the Nominating and Corporate Governance Committee and the Committee on Strategic Considerations effective as of January 9, 2023. The Cooperation Agreement further provides that at Voss’s election, we will ensure that the size of the Board following the Annual Meeting is not more than thirteen members. Pursuant to the Cooperation Agreement, Voss irrevocably withdrew its nomination notice regarding its slate of proposed director nominees for election at the Annual Meeting. The Cooperation Agreement also provides for certain procedures for determining replacements for the newly appointed directors, as well as customary standstill restrictions, voting commitments, and other provisions restricting certain conduct and activities during the periods specified in the Cooperation Agreement, among other items. A summary of the Cooperation Agreement is included in a Form 8-K filed with the U.S. Securities and Exchange Commission on January 9, 2023, with the full Cooperation Agreement filed as an exhibit to the Form 8-K. 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. Following Mr. Brosig’s retirement and assuming the election of all eight of our nominees to the Board:
Class III (To Serve Until the Annual Meeting of Stockholders in 2019)		Class I (To Serve Until the Annual Meeting of Stockholders in 2020)		Class II (To Serve Until the Annual Meeting of Stockholders in 2021)
Louis J. Grabowsky(1)		Thomas J. Brosig(1)(4)		Henry A. Alpert(2)(3)
Robert F. Mehmel		Rear Admiral Robert G.		Blaine V. Fogg(2)(4)
Cheryl L. Turnbull(2)		Harrison (USN Ret.)(2)		General Donald J. Kutyna
William H. Waldorf(1)		Ronald J. Kramer(3)		(USAF Ret.)(4)
		General Victor Eugene		Kevin F. Sullivan(1)(3)
		Renuart (USAF Ret.)(3)
		Samanta Hegedus Stewart		● the average age of our directors will be 64 years and the median tenure will be 5 years ● 12 of our 13 directors, or 93%, will be independent ● 31% of our directors will be diverse   The charts below are based on the composition of the Board following the Annual Meeting, assuming all of our nominees are elected to the Board. 16   (1)   Member of Audit Committee. (2) Member of Compensation Committee (Ms. Turnbull joined the Compensation Committee on July 31, 2018). (3) Member of Finance Committee. (4) Member of Nominating and Corporate Governance Committee. Overview of 2023 Nominees Travis W. Cocke Age: 35 Independent Director Since: 2023 Committee: Nominating and Corporate Governance* H. C. Charles Diao Age: 65 Independent Director Since: 2022 Committee: Finance* Louis J. Grabowsky Robert F. Mehmel, Age: 71 Independent Director Since: 2015 Committee: Audit* Lacy M. Johnson Age: 70 Independent Director Since: 2019 Committee: Compensation, Nominating and Corporate Governance James W. Sight Age: 67 Independent Director Since: 2019 Committee: Audit* Samanta Hegedus Stewart Age: 47 Independent Director Since: 2018 Committee: Nominating and Corporate Governance Michelle L. Taylor Age: 54 Independent Director Since: 2022 Committee: Audit Cheryl L. Turnbull and William H. Waldorf Age: 62 Independent Director Since: 2018 Committee: Compensation* * Also a member of the Committee on Strategic Considerations. 17 Travis W. Cocke, H. C. Charles Diao, Louis J. Grabowsky, Lacy M. Johnson, James W. Sight, Samanta Hegedus Stewart, Michelle L. Taylor and Cheryl L. Turnbull are nominated for election at this Annual Meeting of stockholders to hold office until the annual meeting of stockholders in 2024 or until their successors are chosen and qualified. Each of these nominees is currently a director on our Board. The Board unanimously recommends that the shareholders vote “FOR” all of the director nominees. 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 of 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. 18 Public Company Leadership (CEO/ Board) Senior Leadership (C-Suite Executive or equivalent) Operations Management Consumer Product or Consumer Services Industry Business Owner Financial, Transactional, Accounting Investment Asset Management Legal Alpert Brosig Coben Cocke Diao Grabowsky Johnson Kramer Renuart Sight Stewart Sullivan Taylor Turnbull 19 DIRECTOR NOMINEE BIOGRAPHIES Nominees for Consideration During the 2023 Annual Meeting of stockholders, as directors in Class III,Shareholders Travis W. Cocke Age: 35 Independent Director Since: 2023 Committee: Nominating and Corporate Governance*  Mr. Travis W. Cocke has been a Director since 2023. Mr. Cocke was appointed to hold office until the annual meeting of stockholders in 2022, or until their successors are chosen and qualified. Each nominee is currently a director on our Board. Unless you indicate otherwise, shares represented by executed proxies will be voted for the election as directors of each nominee unless any such nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the Board of Directors. We have no reasonDirectors effective January 9, 2023 pursuant to believethe Cooperation Agreement. Mr. Cocke has served as the Founder, Chief Investment Officer and Managing Member of Voss Capital, LLC, a fundamental research-driven, value-oriented hedge fund focused on special situations, since October 2011. Prior to founding Voss Capital, Mr. Cocke served as a Portfolio Manager at Farney Management Corp., a family investment office, from 2010 to 2011. Prior to that, anyMr. Cocke served as a Generalist Research Analyst at Ascendant Advisors, LLC, a Houston-based registered investment adviser, from August 2009 to July 2010. Mr. Cocke is a designee of Voss Capital and brings to the Board experience as an investor in the public equity markets and the perspective of a significant stockholder. H. C. Charles Diao Age: 65 Independent Director Since: 2022 Committee: Finance* Mr. H. C. Charles Diao has been a Director since 2022. Mr. Diao is a private investor and also provides strategic advisory services to corporate, venture capital, and private equity clients. From 2012 until June 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 Science Corp, with responsibility for and management of global treasury operations, corporate finance and capital markets, corporate development and M&A, pension plans and risk management/insurance. From 2008 to 2012, Mr. Diao provided strategic advisory services to corporate clients and 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 where he was the Group Head for Special Situations Credit, a partner within the firm’s TMT investment banking practice and a member of the nominees for electionfirm’s Investment Banking Committee and IPO Committee. Prior to that, Mr. Diao was Group Head of the Telecom & Media Group at this Annual MeetingPrudential Securities Inc. where he began his career in mergers & acquisitions and in the Merchant Banking group. Mr. Diao has served on the board of stockholders will be unavailable or, if elected, will decline to serve. Ms. Turnbull, who joined our Board in May 2018, was recommended for consideration by ourdirectors 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 byand a member of the Compensation and Human Capital 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 external professional advisorexecutive officer at numerous corporations and brings to the Company. Ms. Stewart, who joined our Board significant experience in September 2018, was recommended for consideration by our Nominatingfinance and Corporate Governance Committee by Mr. Kramer, our Chairman and Chief Executive Officer.banking.  20 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; 5     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.Louis J. Grabowsky Nominee Biographies (ages as of January 1, 2019)Age: 71 Independent Director Since: 2015 Committee: Audit*  Mr. Louis J. Grabowsky (age 67) 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 Boardsboards of Directors of Cambrex Corporation (NYSE:CBM), Riveron Consulting, a privately held company, and various portfolio companies in which Juniper Capital is an investor. 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: 70 Independent Director Since: 2019 Committee: Compensation + Nominating & Corporate Governance Mr. Robert F. MehmelLacy M. Johnson (age 56) has been our President and Chief Operating Officer since December 2012 and a director since May 2018.November 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 August 20081993 to October 2012, heFebruary 2021, Mr. Johnson was President and Chief Operating Officera partner with the law firm of DRS Technologies (“DRS”), a supplier of integrated products,Ice Miller LLP, where his primary practice areas focused on public affairs services and support to military forces, intelligence agencieshe served as co-chair of the firm’s Public Affairs and prime contractors worldwide. From May 2006 to August 2008,Gaming Group. Before joining Ice Miller, Mr. Mehmel was Executive Vice PresidentJohnson served as Attorney, Government Relations Services, Sagamore-Bainbridge, Inc., Director of Security for the Indiana State Lottery, liaison with the Indiana General Assembly, and Chief Operating OfficerLt.  Colonel and deputy superintendent for Support Services for the Indiana State Police. He is a Democratic National Committeeman and former Lt. Commander of DRS and from January 2001 to May 2006, he was Executive Vice President, Business Operations and Strategy,the United States Naval Intelligence Reserves. Mr. Johnson serves on the Board of DRS. Prior to joining DRS,Directors of Kemper Corporation (NYSE: KMPR). As a practicing attorney for over twenty years, Mr. Mehmel held a number of executive and management roles of increasing responsibility in the defense and electronics industry. Mr. MehmelJohnson brings to the Board extensivebroad 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. 21   James W. Sight Age: 67 Independent Director Since: 2019 Committee: Audit* Mr. James W. Sight has been a Director since July 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 defense industry,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: 47 Independent Director Since: 2018 Committee: Nominating and Corporate Governance Ms. Samanta Hegedus Stewart has been a Director since September 2018. In March 2022, Ms. Stewart joined the Consumer, Technology and Financial Services practice of Egon Zehnder, a preeminent global leadership advisory firm. 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, since February 2019. 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. 22   Michelle L. Taylor Age: 54 Independent Director Since: 2022 Committee: Audit Ms. Michelle L. Taylor has served as Director, New Product Quality, at Trane Technologies (NYSE: TT) since March 2021, 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 respectIC Leadership Training Group, a provider of professional and business development services for small businesses. Ms. Taylor brings to mergersthe Board a broad range of industrial experience, particularly in the areas of manufacturing, supply chain management and acquisitions and all aspects of corporate operations and management.quality.   Cheryl L. Turnbull Age: 62 Independent Director Since: 2018 Committee: Compensation* Ms. Cheryl L. Turnbull(age 58) has been a director since May 2018. She has beenis the Senior Director—New Ventures and Venture CapitalDirector of the Keenan Center for Entrepreneurship at The Ohio State UniversityUniversity. 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. * Also a member of the Committee on Strategic Considerations OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE Mr. William H. Waldorf (age 80) has been a director since 1963. He has been PresidentFOR ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR 23 STANDING DIRECTOR BIOGRAPHIES Three-Year Term Expiring at the 2024 Annual Meeting of Landmark Capital, LLC, an investment firm, for more than the past five years. Mr. Waldorf’s extensive financialShareholders   Henry A. Alpert Age: 75 Independent Director Since: 1995 Committee: Nominating and investment experience as an active entrepreneur and President of an investment company for over thirty years brings to the Board the analytical framework of a long-term investor. Standing Director Biographies (ages as of January 1, 2019)Corporate Governance + Finance Mr. Henry A. Alpert (age 71) 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, for more than the past five years.since 1985. Mr. Alpert is also a director of Boyar Value Fund, a mutual fund 6 (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: 78 Independent Director Since: 2020 Committee: Compensation + Finance* Mr. Thomas J. BrosigJerome L. Coben (age 69) has been a director since 2015. Since January 2017,July 2020. For almost four decades, Mr. Brosig has been President of Nikki Beach, a global multi-faceted luxury lifestyle and hospitality brand. From November 2015 to December 2016, Mr. Brosig provided financial and operational consulting services to Nikki Beach. From 2012 to October 2015, Mr. Brosig served as a strategic business consultant, providing financial and operational consulting services to a variety of companies primarily in the gaming and hospitality industries. Mr. Brosig was Chief Executive Officer of MVB Holdings LLC, owner of a resort and gaming property located in Biloxi, Mississippi, from December 2011 until August 2012, and President from August 2012 to November 2012. Prior to joining MVB Holdings, Mr. BrosigCoben was a consultant in the gaming and hospitality industries from 2003 to 2011. From January 1999 through February 2003, he served as Senior Vice President of Park Place Entertainment Corporation, one of the largest owners and operators of casinos in the world. Prior to that time, he served a predecessor company, Grand Casinos, Inc., in a variety of executive roles from January 1990 to January 1999. Mr. Brosig servescorporate lawyer focusing on the Board of Directors of G-III Apparel Group, LTD. (NASDAQ:GIII). Mr. Brosig’s extensive experience as a corporate executive and as a business consultant allows him to assist the Board in all aspects of corporate management and operational matters. Mr. Blaine V. Fogg (age 78) has been a director since May 2005. Mr. Fogg is a corporate and securities lawyer concentrating in 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 19722009 to 2004,2011, Mr. FoggCoben was a partner at the Zeughauser Group, a firm that provides management consulting services to law firmfirms. Mr. Coben has served as a director of Skadden, Arps, Slate, Meagher & Flom LLP. Since 2004, Mr. Foggboth public and private corporations and has been Of Counseloccupied leadership roles with a variety of non-profit and community organizations, and continues to serve in some of such law firm. Since July 1, 2009, Mr. Fogg has been Presidentroles today. Through his representation of The Legal Aid Society of New York. From September 2010 to January 2013, he was a Director of Seacor Holdings Inc. (NYSE:CKH), a global provider of marine transportation equipment and logistics services primarily servicing the U.S. and international energy and agricultural markets (“Seacor”). In January 2013, in connection with the spin-off of Era Group, Inc. (NYSE:ERA) from Seacor, Mr. Fogg resigned from the Board of Seacor and joined the Board of Era Group, one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S. Mr. Fogg has represented numerouscountless public and private companies in connection with a wide variety of corporate and governance matters as well asand business transactions, andMr. Coben brings to the Board broada wealth of experience in assisting boards ofadvising public and private companies in theseregarding corporate legal matters. 24   Rear Admiral Robert G. Harrison (USN Ret.) (age 82) has been a director since February 2004. He was an officer in the United States Navy for more than thirty-five years prior to his retirement in 1994. Since retirement, Rear Admiral Harrison has been a consultant for various defense systems companies in the areas of acquisition, support Ronald J. Kramer Age: 64 Chairman and program management. Rear Admiral Harrison was a director for Indra Systems, a company engaged in the manufacture and support of training and simulation systems and automatic test equipment, from 2004 to July 2015. By virtue of his services as a senior officer in the U.S. Navy and his service as a director of and consultant to other companies, Rear Admiral Harrison brings to the Board extensive experience in the management of large organizations and the approaches and perspectives involved in military procurement.CEO, Griffon Since: 1993 Committee: N/A Mr. Ronald J. Kramer (age 60) 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 Douglas Elliman Inc. (NYSE: DOUG), and is currentlyalso a member of the board of directors of each of Business Development Corporation of America.America and Franklin BSP Capital Corporation. Mr. Kramer has been a senior executive officer of a 7 number of corporations, and brings to the Board extensive experience in all aspects of finance and business transactions.   General Donald J. Kutyna (USAF Ret.) (age 85) has been a director since August 2005. He was an officer in the United States Air Force for over thirty-five years prior to his retirement in 1992. General Kutyna had been commander in chief of the North American Aerospace Defense Command, commander in chief of the U.S. Space Command and commander of the U.S. Air Force Space Command. During his tenure in the U.S. Air Force, General Kutyna served as Chairperson of the Accident Analysis Panel of the Presidential Commission on the Space Shuttle Challenger Accident. General Kutyna was Vice President, Space Technology, of Loral Space & Communications Ltd. (NASDAQ:LORL), a leading satellite communications company, from 1993 to 1996, and again from 1999 to 2004. He also served as Vice President, Advanced Space Systems, for Lockheed Martin Corporation (NYSE:LMT), a company principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services, from 1996 to 1999. From September 2004 through 2008, General Kutyna served as a part-time consultant to Loral. As a Four Star Air Force officer with thirty five years’ experience in the development, acquisition and operation of high technology space, electronic, communication, and aeronautical defense systems, General Kutyna brings to the Board important perspectives in connection with the Company’s defense business. General Kutyna’s experience as a technology leader of a Presidential Commission and as a corporate officer in the defense industry makes him a valuable resource to the Board in the area of government policy and procurement. General Victor Eugene Renuart (USAF Ret.) (age 69) Age: 73 Independent Director Since: 2014 Committee: Finance General Victor Eugene Renuart (USAF Ret.) has been a director since January 2014. He was an officer in the United States Air Force for over thirty-nine years prior to his retirement in 2010. General Renuart’s military service culminated with his service as Commander, North American Aerospace Defense Command and United States Northern Command from 2007-2010. During his tenure in the U.S. Air Force, General Renuart served as Senior Military Assistant to the Secretary of Defense for Secretaries Donald Rumsfeld and Robert Gates; Director of Strategic Plans and Policy, The Joint Staff; Vice Commander, Pacific Air Forces; and Director of Operations, United States Central Command. From 2010 to 2012, General Renuart served as Vice President, National Security and Senior Military Advisor to the CEO for BAE Systems, Inc. Since 2012, General Renuart has been President of The Renuart Group, LLC, a defense, homeland security, energy, and leadership consulting firm. He currently serves on the Board of Kymeta Corp., a satellite systems manufacturer, and Precision Aerospace Holdings, an aerospace machining corporation. General Renuart is also Chairman and Chief Executive Officer of the Indiana Innovation Institute, a non-profit, applied research organization supporting the Department of Defense and major research universities in Indiana. He also serves as the Chairman of the Board of Memorial Hospital System located in Colorado Springs, ColoradoIndiana, and as a Director of the University of Colorado Health System, and also serves on the boards of various private companies in the defense industry. As the former Chief Executive and Operating Officer for large military organizations with responsibility for an annual multi-billion dollar budget,budgets, General Renuart brings to the Board experience in the management and fiscal oversight of large organizations. His experience as a senior military officer also provides him with experience and insight regarding government policy and procurement. 25 Ms. Samanta Hegedus Stewart (age 43) has been a Director since September 2018. She has been 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, since February 2018. Ms. Stewart was Director of Investor Relations at Snap Inc. (NYSE:SNAP) from December 2016 through August 2017, leading the investor relations efforts behind its March 2017 initial public offering. From 2013 through December 2016 she was Head of Investor Relations for Manchester United, an English Premier League football team. Prior to joining Manchester United, Ms. Stewart was Vice President of Investor Relations for Wynn Resorts, Ltd. 8   (NASDAQ:WYNN), a developer, ownerKevin F. Sullivan Age: 69 Lead Independent Director Since: 2013 Committee: Audit 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.Finance* Mr. Kevin F. Sullivan (age 65) has been a Director since 2013. Mr. Sullivan iswas a Managing Director and Chief Administrative Officer at MidOcean Credit Partners, a private investment firm that specializes in U.S. hedge fund investments.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. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR 9   CORPORATE GOVERNANCE Director Independence The Board of Directors has determined that each of Messrs. Alpert, Brosig, Grabowsky, Fogg, Harrison, Kutyna, Renuart, Sullivan and Waldorf, Ms. Stewart 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 and Robert F. Mehmel) has * Also 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 managementCommittee on Strategic Considerations. Note: All ages as of January 1, 2023 26 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 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 impedeto Non-Employee Directors     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 thirteen 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 repositioning, including strong improvements to financial performance and operations; and (iii) a deliberate approach to capital allocation and 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. Kevin F. Sullivan, has served in this role since November 2015. We believe that a lead independent director helps ensure independent oversight over the Company. The below list provides a comprehensive, but not exhaustive, list of the key duties and responsibilities of the lead independent director. 27 Key Responsibilities of the exerciseLead Independent Director     Presides at meetings of independent judgment by Mr. Grabowsky, the Board considered, among other things,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, establishing 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 Mr. Grabowsky never personally performed any work on the audits of Griffon’s financial statements, and that Mr. Grabowsky has no financial relationshipthey have access to information they request from time to time     Collaborates with Grant Thornton LLP and no ability to influence Grant Thornton LLP’s operations or policies. We currently have the following standing committees: the Audit Committee, the Compensation Committee, the Finance Committee and the Nominating and Corporate Governance Committee. Other thanCommittee in monitoring the Finance Committee, allcomposition 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 Independent Lead Director, Mr. Kevin F. Sullivan, and occur at least once annually. 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, Brosig, Coben, Cocke, Diao, Grabowsky, Johnson, Renuart, 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. With respect to Mr. Cocke, the Board considered that Mr. Cocke is the founder and Chief Investment Officer of Voss Capital, and considered the relationships and transactions between Griffon and Voss, which are described above under “Election of Directors—Cooperation Agreement with Voss” and below under “Certain Relationships and Related Person Transactions.” In concluding that these relationships and transactions do not result in a “material relationship” between Griffon and Voss that would impede the exercise of independent judgment by Mr. Cocke, the Board considered, among other things, that Voss’ rights and obligations arise directly as a result of its Griffon stock ownership, and that the amount of certain expenses of Voss that Griffon agreed to reimburse is well below the threshold set forth in the applicable New York Stock Exchange Rule regarding independence. 28 On December 20, 2021, Griffon announced that it entered into a definitive agreement to acquire the Hunter Fan Company (“Hunter”), a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for $845 million, subject to closing adjustments. The acquisition of Hunter closed on January 24, 2022. Kevin F. Sullivan, a member of our Board, was at the time a Managing Director of MidOcean Credit Fund Management (“MidOcean Credit”). Hunter was a portfolio company of MidOcean’s private equity business. Mr. Sullivan’s duties and responsibilities were solely with MidOcean Credit; he had no duties or responsibilities relating to MidOcean’s private equity business. Mr. Sullivan had no pecuniary or financial interest in the Hunter transaction and no involvement with the decision or approval by MidOcean relating to the sale of Hunter to Griffon. Notwithstanding the foregoing, to avoid even the appearance of impropriety, Mr. Sullivan was recused from all Griffon Board and Board committee discussions, meetings, approvals and votes relating to the purchase by us of Hunter from MidOcean. The Audit Committee (with Mr. Sullivan recusing himself) considered whether the Hunter transaction was a related party transaction and determined that (i) based on the foregoing facts, it was not a related party transaction, and (ii) if it were to be considered a related party transaction, it would not act as a bar to Griffon entering into the transaction because, among other things, pursuing the transaction was in Griffon’s best interest. The Board considered these facts when making its determination that Mr. Sullivan is independent. Board Committees We currently have the following standing committees: the Audit Committee, the Compensation Committee, the Finance Committee and the Nominating and Corporate Governance Committee. All of the standing committees of the Board of Directors are composed entirely of independent directors. COMPENSATION COMMITTEE Chair: Cheryl L. Turnbull Members: Jerome L. Coben Committee Membership, Lacy M. Johnson Meetings and Attendance During the fiscal year ended September 30, 2018, there were: • 9 meetings of the Board of Directors; • 4 meetings of the Audit Committee; • 9 meetings of the Compensation Committee; • 4 meetings of the Nominating and Corporate Governance Committee; and • 1 meeting of the Finance Committee.in Fiscal 2022: 14 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, 2018. We encourage all of our directors to attend our annual meetings of stockholders. All of our directors attended last year’s annual meeting of stockholders. Board Committees 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 10 Key responsibilities   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. Our Compensation Committee has overall responsibility for determining and approving the compensation of our Chief Executive Officer and reviewing and approving the annual base salaries and annual incentive opportunities paid to our executive officers, as well as to the Presidents of each of our business units. Our Compensation Committee awards restricted stock and other equity-based awards 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. 29 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Chair: Henry A. Alpert Members: Thomas J. Brosig The Finance Committee is responsible for the review of certain proposed acquisition, disposition and equity capital markets transactions, following which it shall make a non-binding recommendation to the full Board of Directors. A copy of the Finance Committee Charter can be found on our website at www.griffon.com.Travis W. Cocke Lacy M. Johnson Samanta H. Stewart Meetings in Fiscal 2022: 10 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;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: Thomas J. Brosig The Nominating and Corporate Governance Committee does notJames W. Sight Kevin F. Sullivan Michelle L. Taylor Meetings in Fiscal 2022: 9 Key responsibilities We have a formal policyseparately designated standing Audit Committee established in accordance with regard to considerationSection 3(a)(58)(A) of diversity in identifying director nominees. Our corporate governance guidelines specify that our Board should bethe Securities Exchange Act of a sufficient size to provide for sufficient diversity among non-employee directors. The Nominating and Corporate Governance Committee may consider diversity, which could include diversity with respect to experience, skill set, age, areas of expertise and professional background, as well as race, gender and national origins, along with many other criteria, in selecting director nominees. 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 11 overseeing specific types of risk.1934 (the “Exchange Act”). 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, complianceis involved in discussions with legal and regulatory requirements including the Sarbanes-Oxley Act, performance of the internal audit function, 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,with respect 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. Board Leadership Structure; Executive Sessions Consistent with past practices, our Board of Directors has adopted 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 Boardfinancial reporting and our leadinternal accounting controls. The Audit Committee has the sole authority and responsibility to select, evaluate and replace our independent directorregistered 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 selected by all independent directors onresponsible for monitoring compliance with our Board, and plays an active oversight role. As noted earlier, other than Messrs. Kramer and Mehmel, each of our other eleven directors is independent. Our lead independent director, Mr. Kevin F. Sullivan, has served in this role since November 2015. We believe that a lead independent director helps ensure independent oversight over the Company. The lead independent director’s duties and responsibilities include, among others: • Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors • Serving as a liaison between the Chairman and the independent directors • Together with the Chairman, establishing the agenda for meetings of the Board • Overseeing the flow of information to the Board, and coordinating with the independent directors to ensure that they have access to information they request from time to time • Overseeing the board and committee annual self-evaluation process • Collaboration with the Nominating and Corporate Governance Committee in monitoring the composition and structure of the Board 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 12 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. 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.Ethics. The Code of Business Conduct and Ethics sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violationsAudit Committee consults with management but does not delegate these responsibilities. A copy of the Code in a confidential manner. The Code of Business Conduct and Ethics mayAudit 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. 30 OurFINANCE COMMITTEE Chair: Jerome L. Coben Members: H. C. Charles Diao Henry A. Alpert General Victor Eugene Renuart Kevin S. Sullivan Meetings in Fiscal 2022: 3 Key responsibilities The Finance Committee is responsible for reviewing proposed transactions that will materially impact the Company’s capital structure, as well as any materials changes to the Company’s capital structure, after which it shall make a non-binding recommendation to the full Board of Directors has also adopted Corporate Governance Guidelines, as required byDirectors. This includes any offerings or sales of debt or equity securities of the New York Stock Exchange rules, to assistCompany, and material credit agreements or other material financing arrangements. A copy of the Board in exercising its responsibilities to Griffon and its stockholders. The Corporate Governance Guidelines mayFinance Committee Charter can be found on our website at www.griffon.com. Board Self-Evaluation Committee on Strategic Considerations In February 2022, the Board formed an “Ad Hoc Committee on Strategic Considerations”, consisting of Messrs. Sight, Coben, Grabowsky and Sullivan, and Ms. Turnbull. The Ad Hoc Committee was given authority to engage a financial adviser and work with senior management and the financial adviser to analyze the relationship between the values of the Company’s businesses and the Company’s market capitalization, and to evaluate various strategies to enable the Company’s shareholders to realize the full underlying value of the Company’s businesses. In May 2022 the Board determined to undertake a strategic transactions process, and the Ad Hoc Committee was renamed the “Committee on Strategic Considerations” and provided the authority to oversee the strategic transactions process with regular reporting to the Board, as appropriate. In July 2022 Mr. Diao was added as a member of the Committee on Strategic Considerations, and in January 2023, Mr. Cocke was added as a member of the Committee on Strategic Considerations. This Committee met eight times in fiscal 2022. Board and Committee Meetings During the fiscal year ended September 30, 2022, there were thirteen 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, 2022. We encourage all our directors to attend our annual meetings of stockholders. Nine of our fourteen directors attended last year’s annual meeting of stockholders. 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 31 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, 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 all committees of the Board are required to periodically review and reassess the adequacy of their charters. 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. 32 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 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 all committees of the Board are required to periodically review and reassess the adequacy of their charters. The Audit Committee is subject to an annual performance evaluation by the Board of Directors. 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. Inmeeting, in order to be timely, the notice must be delivered: • in the case of an annual meeting, not less than 90 days nor more than 120 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; and • in the case of a special meeting of stockholders called for the purpose of electing directors, 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. - 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 proposes to nominate for election as a director 33   —   the nominee’s name, age, business address and residence address — the nominee’s principal occupation and employment 13 — 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   — — 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 such meeting and that the meeting. 14 Compensation Committee Interlocks and Insider Participation The members of our Compensation Committee are Henry A. Alpert, Blaine V. Fogg, Rear Admiral Robert G. Harrison (USN Ret.) and Cheryl L. Turnbull. None ofstockholder intends to appear in person or by proxy at the members ofmeeting to nominate the Committee were our officersperson or employees during fiscal year 2018 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. 15 STOCK OWNERSHIP The following information, including stock ownership, is submitted with respect to our directors, each executive officerpersons 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 Henry A. Alpert, Lacy M. Johnson and Cheryl L. Turnbull. Admiral Robert G. Harrison was a member of the Board and the Compensation Committee until his death in December 2022. None of the current members of the Committee, nor Admiral Harrison, were our officers or employees during fiscal year 2022 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. 34 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, 2022, except as otherwise indicated below. Name of Beneficial Owner   Common Stock Beneficially Owned   Percent of Class (1) BlackRock, Inc. and affiliates (2)     7,238,917     12.7 % The Vanguard Group (3)     5,656,744     9.9 % Dimensional Fund Advisors LP (4)     3,311,598     5.8 % Voss Capital, LLC and affiliates (5)     3,259,228     5.7 % Gabelli Funds, LLC and affiliates (6)     3,109,821     5.4 % Henry A. Alpert (7)     76,807     *   Thomas J. Brosig (7)     39,273     *   Jerome L. Coben (7)     15,744     *   Travis W. Cocke (8)     3,259,228     5.7 % H. C. Charles Diao (7)     4,246     *   Louis J. Grabowsky (7)     57,243     *   Brian G. Harris (9)     232,896     *   Lacy M. Johnson (7)     18,676     *   Seth L. Kaplan (9)     229,581     *   Ronald J. Kramer (9)(10)     3,565,194     6.2 % Robert F. Mehmel (9)     1,162,081     2.0 % General Victor Eugene Renuart (USAF Ret.) (7)     36,609     *   James W. Sight (7)     17,535     *   Samanta H. Stewart (7)     22,619     *   Kevin F. Sullivan (7)     58,004     *   Michelle L. Taylor (7)     4,246     *   Cheryl L. Turnbull (7)     33,897     *   Directors and executive officers as a group (16 persons)     8,833,879     15.4 % * Less than 1%. (1) Unless otherwise indicated and except as otherwise set forth in the Schedules 13D and 13G referred to in the footnotes below, ownership represents sole voting and investment power. (2) The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. 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 January 20, 2023. (3) 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 April 8, 2022. (4) The address for Dimensional Fund Advisors, LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. The number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC by Dimensional Fund Advisors LP and certain of its affiliates on February 16, 2021. 35 (5) The address for Voss Capital, LLC (“Voss Capital”) and its affiliates is 3773 Richmond Avenue, Suite 500, Houston, Texas 77046. The number of shares beneficially owned is based on a Schedule 13D filed with the SEC by Voss Capital and certain of its affiliates on January 10, 2023, a Form 4 filed with the SEC by Travis W. Cocke on January 24, 2023, and other documents filed with the SEC. (6) The address for Gabelli Funds, LLC and its affiliates is One Corporate Center, Rye, New York 10580-1435. The number of shares beneficially owned is based solely on a Schedule 13D filed with the SEC by Gabelli Funds, LLC and certain of its affiliates on January 10, 2023. (7) Includes shares of restricted common stock granted pursuant to our director compensation program. (8) Mr. Cocke is the managing member of Voss Capital and Voss Advisors GP, LLC (“Voss GP”). Voss GP, as the general partner of Voss Value Master Fund, L.P. (“Voss Value Master Fund”) and Voss Value-Oriented Special Situations Fund, L.P. (“Voss Value-Oriented Special Situations Fund”), may be deemed to beneficially own the securities owned directly by Voss Value Master Fund and Voss Value-Oriented Special Situations Fund. Voss Capital, as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain separately managed accounts (the “Voss Managed Accounts”) may be deemed to beneficially own the securities owned directly by Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts. As a result of the foregoing relationships, Mr. Cocke may be deemed to beneficially own the securities owned directly by Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts. The number of shares listed herein includes (i) 25,100 shares underlying certain call options which are currently exercisable and (ii) 276 shares of restricted common stock granted to Mr. Cocke in his capacity as a group,director, pursuant to our director compensation program. Mr. Cocke, Voss Capital, Voss GP, Voss Value Master Fund and Voss Value-Oriented Special Situations Fund each disclaim beneficial ownership of the securities listed herein except to the extent of his or its pecuniary interest therein. (9) Includes for each holder known to us to be the beneficial owner of more than five percent of our issuedMessrs. Kramer, Mehmel, Harris and outstanding common stock as of November 30, 2018.           Name of Beneficial Owner   Common Stock Beneficially Owned(1)   Percent of Class Gabelli Funds, LLC(2)       8,123,589         17.6 %   BlackRock, Inc. and affiliates(3)       4,851,168         10.5 %   Dimensional Fund Advisors LP(4)       3,903,959         8.4 %   The Vanguard Group(5)       3,288,800         7.1 %   Henry A. Alpert(6)       64,741         *   Thomas J. Brosig(6)       15,589         *   Blaine V. Fogg(6)       54,102         *   Louis J. Grabowsky(6)       32,594         *   Brian G. Harris(7)       176,046         *   Rear Admiral Robert G. Harrison (USN Ret.)(6)       32,609         *   Seth L. Kaplan(7)       239,014         *   Ronald J. Kramer(7)(8)       3,336,746         7.2 %   General Donald J. Kutyna (USAF Ret.)(6)       30,874         *   Robert F. Mehmel(7)       808,785         1.7 %   General Victor Eugene Renuart (USAF Ret.)(6)       18,922         *   Samanta H. Stewart(6)       4,932         *   Kevin F. Sullivan(6)       22,255         *   Cheryl L. Turnbull(6)       15,148         *   William H. Waldorf(6)       49,202         *   Directors and executive officers as a group (15 persons)       4,901,559         10.6 %   * Less than 1%. (1) Unless otherwise indicated and except as otherwise set forth in the Schedules 13D and 13G referred to in the footnotes below, ownership represents sole voting and investment power. (2) The address for Gabelli Funds, LLC and its affiliates is One Corporate Center, Rye, New York 10580-1435. The number of shares beneficially owned is based on a Schedule 13D filed with the SEC by Gabelli Funds, LLC and certain of its affiliates on June 18, 2018. (3) The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. The number of shares beneficially owned is based on a Schedule 13G filed with the SEC by BlackRock, Inc. and certain of its affiliates on October 10, 2018. (4) The address for Dimensional Fund Advisors, LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. The number of shares beneficially owned is based on a Schedule 13G filed with the SEC by Dimensional Fund Advisors LP and certain of its affiliates on February 9, 2018. 16 (5) The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The number of shares beneficially owned is based on a Schedule 13G filed with the SEC by The Vanguard Group and certain of its affiliates on February 9, 2018. (6) Includes shares of restricted common stock granted pursuant to our director compensation program. (7) Includes for Messrs. Kramer, Mehmel, Harris and Kaplan (i) 1,884 shares, 1,063 shares, 1,646 shares and 1,519 shares of common stock, respectively, allocated to their accounts under the ESOP as to which they can direct the vote, and (ii) 1,232,000 shares, 429,000 shares, 105,623 shares and 99,095 shares of restricted stock, respectively, as to which they can direct the vote. (8) Includes 40,298 shares of common stock owned by Mr. Kramer’s wife and children. Mr. Kramer disclaims beneficial ownership of such shares of common stock. As of November 30, 2018, there were 5,608,501Kaplan (i) 3,978 shares, 3,039 shares, 3,706 shares and 3,561 shares of common stock, respectively, allocated to their accounts under the ESOP as to which they can direct the vote, and (ii) 1,512,831 shares, 562,365 shares, 87,619 shares and 82,104 shares of restricted stock, respectively. (10) Includes 40,298 shares of common stock owned by Mr. Kramer’s wife and children. Mr. Kramer disclaims beneficial ownership of such shares of common stock. As of December 31, 2022, there were 4,953,323 shares of common stock held in Griffon’s Employee Stock Ownership Plan (“ESOP”), constituting 8.7% of our outstanding common stock. Of these shares, 3,928,681 were allocated to accounts of participants in the ESOP and 1,024,642 were unallocated and held in the ESOP’s general suspense account. 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. 36 EXECUTIVE COMPENSATION Compensation Discussion and Analysis Compensation in Context Philosophy: Pay for Performance Company Performance –  Independent Process –  Role of management in Griffon’s Employeebusiness structure –  Overall limit on corporate expense, including compensation –  Alignment of compensation with shareholder interests –  Incentivize long-term and short-term performance –  Discourage excessive risk taking –  Strong operational results –  Successful response to uncertain pandemic environment –  Strong balance sheet achieved through deleveraging Shareholder Outreach Performance Criteria Structure and Risk Mitigation –  Vigorous outreach program –  Engagement on ESG performance –  Responsiveness to shareholder input –  Adjustment of performance criteria –  Alignment with shareholders –  Multiple operational targets –  Stock Ownership Plan (“ESOP”), constituting 12.1%TSR performance target –  Balance sheet objective –  Adjustment of objectives in response to shareholder input –  Newly adopted incentive target for return on invested capital –  Cliff vesting of equity awards – minimum three-year period –  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 based on 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 –  Incentive target for capital strength 37 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; Senior Vice President and Chief Financial Officer; and Senior Vice President, General Counsel and Secretary (the “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. In establishing and adjusting the compensation program of our NEOs this year, the Compensation Committee took into account the low support on last year’s “say on pay” vote and the feedback received from shareholders in last year’s proxy contest. Notwithstanding the Company’s superior performance, the Committee determined to reduce the  total amount of our CEO’s fiscal 2022 compensation; and when the Committee advised him of that decision and the reasons for it, the CEO responded that he understood and was supportive of the Committee’s decision. The Committee also considered the decision by the Board to explore strategic alternatives that could be in the best interests of Griffon and its shareholders. The Committee focused on the need for management to produce outstanding operating results despite the significant demands resulting from the strategic alternatives process and the fact that management was required to redirect efforts from the previous mandate to continue to grow and diversify the Company through acquisitions. In response to last year’s say on pay vote and shareholder feedback, the Committee made a number of changes to our compensation program: ● It reduced our CEO’s total compensation by significantly reducing the grant date value of our outstanding common stock. Of these shares, 3,131,116 were allocatedCEO’s equity award ● It added return on invested capital as a performance metric for the equity awards to accounts of participants inour CEO and COO, and added free cash flow as a performance metric to the ESOPlong-term cash plan for all our NEOs ● It added ESG as a performance metric for the short-term cash plan for 2023, and 2,477,385 were unallocated and held inreduced the ESOP’s general suspense account. The shares held inweight assigned to 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. 17 working capital performance metric In evaluating the overall level of compensation paid to our NEOs we also consider Griffon’s aggregate expense at the corporate level. These expenses ($53.9 million in 2022) were approximately 2% of consolidated revenue in 2022, which we believe to be appropriate for the services provided at the corporate level and reasonable in light of the additional expense that the operating companies would have to incur without the assistance of the corporate parent. Included in our corporate expense in 2022 is approximately $22.6 million attributable to (a) 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; and (b) ordinary course annual expenses related to the Employee Stock Ownership Plan (ESOP). Because Griffon’s corporate staff is compact, with each of the NEOs undertaking multiple responsibilities, we can pay our NEOs at levels higher than our industrial peers without exceeding our target for corporate expense. In evaluating the overall level of compensation paid to our NEOs we also consider Griffon’s aggregate expense at the corporate level. Those expenses are approximately 2% of consolidated revenue, which we Our practice is to periodically change membership on our standing board committees. The composition of the Compensation Committee has changed over the last few years. 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. 38 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 making 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. As noted above, a major focus of management’s time and attention has been directed at conducting the strategic alternative process; and, while this process has been ongoing, management had to maintain operational excellence in its businesses. 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 eight years the NEOs have overseen twelve acquisitions, three divestitures and arranged over ten financings (inclusive of bond financings and bond tack-on offerings, and credit agreement increases and extensions). This year the focus has been on presenting the value of our business to potential acquirers as well as considering potential business combinations that could provide enhanced value to our shareholders in an expanded company. Because Griffon has an operational as well as a financial orientation, Griffon also requires the NEOs to have substantial involvement in the operation of its subsidiaries. A substantial portion of the compensation of the NEOs is contingent on the attainment of performance goals and varies with the increase in the value of our shares; therefore, we believe that the structure of NEO compensation should be strongly linked to the value of our shares. Compensation 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. 39 A number of principles form the foundation for our compensation structure. As described below in greater detail, these principles include:   Pay for Performance ● EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Compensation 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 stockholder value. As described in more detail throughout this Compensation Discussion and Analysis, a central tenetIn 2022, over 88% of our CEO’s compensation, program is to pay for performance—and we therefore tie a substantial portion of the compensationover 73% of our most senior executivesother NEOs’ compensation, was tied to the underlying performance of the Company. Company; see the pie chart on page 53. ● We believeset 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 performancefinancial 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 ownership requirements and the value received by our stockholders are indications that our pay-for-performancepotential for compensation approach has achievedclawbacks. Industry / TalentRetention ● Our compensation program promotes the desired results. Fiscal year 2018 was a transformative year for Griffon. At the beginning of fiscal year 2018, we acquired ClosetMaid, a leader in wood and wire closet organization, general living storage and wire garage storage products for homeowners and professionals, for $200 million. In February 2018 we sold our Clopay Plastics business for $475 million, and in June 2018 we acquired CornellCookson, a leading U.S. manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional, and retail use, for $170 million. With this reshapingretention of our portfoliomost 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 each executive should be responsible for the taxes payable with respect to his or her 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 82.9% of total cash compensation for our CEO at target levels in 2022 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 exceptional year in fiscal 2022, achieving all-time highs in revenue and EBITDA; and had outstanding years in fiscal 2021 and fiscal 2020 as well. In Fiscal 2022 the Company had Adjusted Earnings per Share from continuing operations of $4.07, revenue of $2.8 billion and Adjusted EBITDA of $458 million, up 142%, 25% and 86%, respectively, as compared to the prior year. We believe the Company’s performance in fiscal 2022 demonstrates that our compensation programs create incentives that produce strong results for the Company and its shareholders. 40 The Compensation Committee viewed our fiscal 2022 results in light of the ongoing uncertainties and challenges relating to the U.S. and global economies resulting from a variety of factors such as the Russia-Ukraine war and the continued effects of the COVID-19 pandemic. Griffon’s businesses experienced continued labor, transportation and supply chain disruptions, as well as high commodity prices. In addition, on May 16, 2022, Griffon announced that its Board of Directors had 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. Griffon’s senior management was therefore tasked with ensuring that the executive teams and key employees at Griffon’s businesses stayed motivated, focused and productive throughout the ongoing uncertainty of a strategic transactions process during which the business executive teams spent substantial time and effort to support this process. The following summarizes our strong performance since 2017:* Revenue (mm) Adjusted EBITDA* (mm) Fiscal Year Fiscal Year * Each of 2017 and 2018 includes the results of the Telephonics business. Each of 2019-2022 excludes the results of the Telephonics business which was classified as discontinued operations in our 2021 10-K. For a reconciliation of Adjusted EBITDA (defined as Segment Adjusted EBITDA less Unallocated amounts, excluding depreciation) to Income (loss) before taxes from continuing operations (a) for 2017 and 2018, see note 18 in our Annual Report on Form 10-K filed on November 22, 2019 (“2019 10-K”); (b) for 2019, see note 18 in our 2021 10-K; and (c) for 2020, 2021 and 2022, see note 18 to our 2022 10-K. Income (loss) before taxes from continuing operations was ($270.9) million for 2022, $110.0 million for 2021, $67.5 million for 2020, $46.2 million for 2019), $33.8 million for 2018, and $16.7 million for 2017. 41 Core EPS* * FY17—FY18 results include contributions from the former Telephonics business, which was classified as discontinued operations in our 2021 10-K and was divested in June 2022. For a reconciliation of Adjusted EPS from continuing operations (which equates to Core EPS) to Earnings (loss) per share from continuing operations, (a) for 2017 and 2018, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in our 2019 10-K; (b) for 2019, see MD&A in our 2021 10-K; and (c) for 2020, 2021 and 2022, see MD&A in our 2022 10-K . Earnings (loss) per share from continuing operations was $(5.57) for 2022, $1.32 for 2021, $0.92 for 2020, $0.59 for 2019, $0.78 for 2018 and $0.41 for 2017. 42 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, 2022, as well as the total return of an overall stock market index (the S&P Small Cap 600 Index) and the Dow Jones U.S. Diversified Industrials Index. This chart shows what an investment of $100, made at the end of calendar 2017, was worth at the end of calendar 2022, in each category assuming the reinvestment of dividends. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* * 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 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. 43 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 February 17, 2022, approximately 34% of the shareholders who voted on the “say-on-pay” proposal (excluding those who abstained) approved the compensation of our named executive officers. As discussed below, we have considered our compensation practices in light of this vote. Because it is difficult to ascertain the reasons for negative votes from the vote itself, we give greater weight to the feedback we receive from shareholders in our outreach calls. Following our 2022 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 by e-mail 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 25 shareholders except for Voss Capital, which has a representative on our Board of Directors; this resulted in our extending this invitation to every such shareholder that holds 0.4% or more of our common stock. Institutional investors holding approximately 57% of the Company’s outstanding shares of common stock were contacted (as compared to 52% the prior year). We spoke to all investors who accepted our invitation, representing approximately 18% of our outstanding common stock (as compared to 19% 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 element or 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 answered questions about Environmental, Social and Governance (ESG) matters of interest to our shareholders, and we noted that company performance with respect to certain defined areas within our ESG program will be one of the performance metrics within the short-term bonus program for fiscal 2023. We referenced our first annual ESG report, which relates to fiscal 2021 and was made available on our website in mid-calendar 2022, and discussed Board oversight of our ESG program. The shareholders with whom we spoke voiced support for these efforts. In response to shareholder input as to the importance of our ESG efforts, ESG was added as a performance metric under our short-term bonus program for fiscal 2023 Shareholders suggested that we reduce the importance of the working capital performance measure in our executive compensation program and expressed the view that operational measures, such as EBITDA, free cash flow and EPS, should carry substantially more weight. As a result, when we incorporated ESG into our short-term bonus program for fiscal 2023, we reduced the weight of the working capital performance measure. For fiscal 2023, the performance metrics for our short-term bonus program are weighted 75% based on EBITDA (no change from fiscal 2022), 15% based on working capital (reduced from 25% in fiscal 2022), and 10% based on ESG goals. In response to shareholder input suggesting that we have created an operational structurereduce the importance of the working capital performance measure, we adjusted the weighting of the metrics under our short-term bonus program for fiscal 2023 to be 75% (EBITDA), 15% (working capital) and a set10% (ESG) 44 We considered input of our shareholders from prior years in the design of our restricted stock program for our two most senior executives, our CEO and COO. 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 our executive compensation program. In response, we added ROIC as the performance metric for one-half of the annual restricted stock grant to each of our CEO and COO. The structure of this equity grant is described in greater detail elsewhere in this Proxy Statement. In response to shareholder input, we added Return on Invested Capital as the performance measure for one-half of businesses with highly attractive, leading brands inthe annual restricted stock grant to each of their respective categoriesour CEO and COO We reduced the value of the equity grant to our CEO from $9,601,339 in fiscal 2021 to $3,637,347 in fiscal 2022; and the total compensation of our CEO, as reported in the summary compensation table, decreased from $19,698,397 in fiscal 2021 to $14,288,968 in fiscal 2022. We reduced the value of our CEO’s total compensation by 27.4% from fiscal 2021 to fiscal 2022, as reported in the summary compensation table, reflective of the approach the Compensation Committee has taken and intends to continue to take One shareholder asked about the interaction of Mr. Diao with other members of our Board. We informed this shareholder that Mr. Diao has been fully integrated into our Board; is a member of the Committee on Strategic Considerations and the Finance Committee; and is an active participant in Board and Committee discussions. Other than as described in the above paragraph, shareholders did not propose any specific changes to our executive compensation program. When speaking with these shareholders our Compensation Committee Chair also indicated 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%; ● We established a strongerrequirement that stock price targets be met for thirty consecutive trading days in order for the performance criteria to be met under prior grants of restricted stock to our CEO and COO; and ● Beginning with fiscal 2022, we added free cash flow profile. In addition toas a performance criterion for the oversight of our continuing operations, management playedbonus opportunity under the long-term cash performance bonus plan. ● Beginning with fiscal 2022, we used return on invested capital as a prominent role in eachperformance metric for one-half of the transactions that contributedrestricted stock grant to our transformation. Management sourced the transactions, led the structuringCEO and negotiation of the transactionsPresident and achieved financial terms that were more favorable to the Company than were expected. Management also realigned and supported subsidiary management to facilitate integration of the newly acquired businesses. The Compensation Committee believes that the levels of compensation received by managementCOO. ● Beginning with respect to fiscal year 2018 is warranted by these achievements2023, we added ESG as well as by the Company’s operational performance. Any comparison ofa performance targets for periods that include fiscal year 2018 with the targets for a prior period must take into account the changes in the Company’s portfolio of businesses, including the divestiture of Clopay Plastics, which generated substantial revenue and earnings but which required significant and ongoing capital investments, and the acquisition of ClosetMaid and CornellCookson, the latter of which was acquired late in the fiscal year. As explained in detail below in the relevant sections regarding the various componentsmetric under our short-term cash bonus plan These changes were made in addition to plan design features such as holding period requirements and the use of TSR as a performance measure that were adopted in response to more general shareholder input. 45 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 targets were determined, and in many cases adjusted, to reflect the realignment of the Company’s businesses. Griffon and its businesses performed well in fiscal year 2018, achieving segment adjusted EBITDA from continuing operations of $213 million (compared to $173 million in fiscal year 2017), and adjusted EPS from continuing operations of $0.76 per share (compared to $0.44 in fiscal year 2017). The Company has also returned substantial capital to shareholders; over the three-year period fiscal year 2016 through fiscal year 2018, the Company bought back $99.6 million worth of shares under Board authorized share repurchase programs and paid dividends of $68.9 million to its shareholders. A substantial portion of the potential compensation of our senior executives is • performance-based, • based on multi-year periods, and • tied to goals that are intended to enhance shareholder value, 18 without jeopardizing our financial strength or creating incentives to take excessive risks. Compensation was also awarded in connection with significant Board-authorized acquisitions and divestures in the event expectations are, or were, exceeded. A significant portion of the incentive compensation opportunities for our executive officers can only be realized by them on a deferred basis, subjecting executives’ pay to the same risks undertaken by the Company and our shareholders. With the ongoing realignment of the Company’s portfolio of businesses, we have put in place certain incentive compensation opportunities for our named executive officers, and other executives and senior employees of the Company and its operating businesses, that are tied to the post-acquisition performance of our newly acquired businesses, as well as the successful integration of these businesses with our existing operations. These are described below. It is our policy to provide incentives to senior management to achieve both short-term and long-term objectives and to reward exceptional performance and contributions to the management of our businesses and the execution of the short-term and long-term strategic and financial objectives set by the Company’s Board of Directors. Our Compensation Committee utilizes a number of different 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 the CEO and COO, are based solely upon objective company performance, • long-term equity-based incentive compensation, and • retirement, health and welfare benefits, and certain perquisites. Competitive Base Salary Short-Term and Long-Term Cash Incentive Bonuses which, for our named executive officers, are based almost entirely upon objective company performance Long-Term Equity Based Incentive Compensation We believe thatdesigned to align the compensationinterests of our executives should reflectwith the executives’ levelinterests of job responsibilityour 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 reflect our commitment to performance-based pay. The compensation delivered to our executives in fiscal 2022 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, cash and equity, require performance and/or 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 CEO and COO, post-vesting holding periods. Because equity awards can only be relatedrealized on a deferred basis, executives are subjected to the same risks to which our shareholders are subject during the relevant vesting period 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. Our independent compensation consultant, Gallagher, presented to the Committee an analysis of the aggregate compensation of our corporate executive staff compared to that of the companies in our self-selected industrial peer group. Gallagher performed the analysis using two different definitions of “Corporate Executive Staff”—the executives listed in each company’s Annual Report on Form 10-K, and the executives listed on each company’s website. Gallagher concluded that the aggregate compensation cost of our corporate executive staff was between the 55th and company performance. We also believe that60th percentile of the aggregate compensation shouldcost of the executive staff for the companies in our self-selected industrial peer group, regardless of which definition is used. Thus, while total compensation to individuals may be competitive,at the upper range of compensation for such positions, 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. OurCompany’s superior operational performance, targets are challenging and consistentthe aggregate amount expended for such functions is well in line with our industrial peers. 46 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 plans and budgets reviewed and approved byexception of one grant of restricted stock to our Board. Our stock price targets are designed to reflect what we consider to be a meaningful rate of return to shareholders.AllNEOs in December 2020, all equity grants to our named executive officers—or “NEOs”—NEOs for the last fiveten years have been 100% performance-based, and all annual and long-term cash bonuses to all of our CEO and COONEOs are 100% performance-based. Our approach to compensation relates, Our approach to compensation reflects, in large part, to the fact that our Company is a diversified holding company. As such, our senior corporate management’s responsibilities include managing and assessing the operational 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 segments and principal businesses, recruiting, developing and supervising management at both the subsidiary and corporate levels and overseeing various financial activities. In particular, our senior corporate management are responsible for, and continuously evaluate and assess matters relating to: strong consolidated balance sheet;   ● • the maintenance of our strong consolidated balance sheet; • the allocation of our capital and resources among our 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 advantageous acquisition or disposition opportunities, as well as the integration of businesses we acquire; 19 • the return of capital to shareholders, including through opportunities to repurchase our own stock, as well as through corporate dividends; • 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 this regard, our senior management is engaged in ongoing analysis of (i) where, when and how our capital resources should be allocated, (ii) whether the current deployment of our capital and resources is optimal,among our business segments; ● the assessment and (iii) whether our existing business lines should be expanded, curtailed or disposeddetermination of or if we ought to further diversify into new business lines or activities. Our management is tasked with determining whether our capital is best deployed for future growth in requirements and needs; ● our portfoliocash and cash equivalent liquidity; ● our financing transactions; ● the identification and execution of businesses. Accordingly, acquisitions and divestitures are partacquisition 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 ongoing strategy. Since stock; ● the beginningsetting of fiscal year 2017, we completed eight acquisitions, with purchase prices ranging from $5 million to $200 million,operational and in February 2018 we sold our Clopay Plastics business to Berry Global Group, Inc. for $475 million. The Compensation Committee has sought to alignfinancial goals at the compensation programs under which our senior management is remunerated with these corporateCompany’s businesses, and operational objectives, in a manner consistent withoverseeing the efforts of the business directionexecutive teams to meet or exceed those goals; and ● the continuing evaluation of all our assets and operations. Management was required to fulfill these responsibilities while conducting the process of exploring strategic alternatives. 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. In June 2022 we sold our Telephonics business to TTM Technologies, Inc. for $330 million, subject to post-closing adjustments. On January 24, 2022, we completed our latest acquisition, of Hunter Fan Company, for $845 million, subject to customary closing adjustments. On May 16, 2022, we announced that 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. 47 Our senior management has also been charged with arranging financing in the bank and capital markets to assure 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. Most recently, in January of 2022, we amended our credit agreement to provide for a new $800 million Term B Loan, the majority of the proceeds of which were used to fund the Hunter acquisition. Management has been tasked with negotiating and arranging multiple financings while maintaining a strong balance sheet that reduces the risks to which the Company is subject by virtue of a volatile capital market. 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 2022: Short-term cash plan* Long-term cash plan discussed Equity Awards - EBIDTA (75%) - Core EPS (65%) CEO, COO - Working Capital (25%) - Free Cash Flow (25%) - ROIC (50%) - Hunter EBITDA (10%) - TSR (50%) CFO, General Counsel - Consolidated EBITDA * For fiscal 2023, ESG has been added as a performance metric for the short-term cash plan at a weighting of 10%, and approved by the Company’s Board.weight assigned to working capital has been reduced to 15% The Compensation Committee, working with its independent compensation consultant, 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 earnings before interest, taxes, depreciation and amortization (“EBITDA”) and working capital as performance measures for determining short-term cash bonuses for fiscal year 2022, reflecting 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 provides financial strength in general to withstand the continuing uncertainty that exists in the United States and global economies. Each of these dual 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 this regard,determining the relative importance of these criteria, the Committee reflected the input received from shareholders in its outreach program. As a result of that input, the Compensation Committee working with its independent compensation consultant, 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 CEO and COO. The Committee selected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and working capital as performance measures for determining short-term cash bonuses for fiscal year 2018, reflecting 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 provides financial strength in general to withstand the continuing uncertainty that exists in the United States and global economies. Each of these dual objectives also act as a check against the other, and therefore as a natural risk management tool, with respect to the management of our businesses. The Compensation Committee continued to placeplaced a greater relative emphasis on operational achievements than on balance sheet strength, believing that operational results have a more meaningful and direct impact on shareholder value, and assigned relative weightings of 75% to EBITDA performance and 25% to achievement of applicable working capital targets.targets for the fiscal 2022 short term bonus program. For fiscal 2023 – again, based on shareholder input – these weightings were change to 75% (EBITDA), 15% (working capital) and 10% (ESG goals). 48 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 as the performance measure for determining long-term cash bonuses for our NEOs for the performance period fiscal year 2020 through fiscal year 2022. “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. In our shareholder outreach program, we were advised that shareholders would like us to consider other performance metrics for our long-term cash incentive plan. The Committee asked its independent compensation consultant 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, we added free cash flow generation as a component of the performance measure for determining long-term cash bonusestargets for our CEO and COO for the performance periodlong-term cash incentive plan in fiscal year 2018 through fiscal year 2020. “Core EPS” means2022. We believe that this will create an incentive for management to focus on balance sheet considerations, especially working capital efficiency. For the last few years up to and including fiscal 2021, 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 has been advised that, absent market conditions not in the 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 this period. 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. The 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 comparative 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 elsewhere in this proxy statement. In response to shareholder input, we added ROIC as a performance measure for restricted stock grants to the CEO and COO in fiscal year 2018. The Company’s stock price is required to increase a 20 2022. 49 Our Executive Compensation Program and Risk   minimum of 20% over the vesting period for any of these performance-based restricted shares granted to the CEO and COO to vest. These performance-based restricted share grants are discussed in greater detail below. In evaluating the Company’s compensation programs and setting objectives and incentives, the Compensation Committee has considered the recent decline in the price of the Company’s stock and has specifically discussed internally and as part of its shareholder outreach program what impact, if any, this decline should have on compensation. The Committee believes that cash incentives should be linked to the operating results for which management has responsibility. Accordingly, targets and incentives continue to be consistent in amount and should be earned on the basis of achieving growth in operating results while maintaining a stable capital structure. To the extent the price of the Company’s common stock does not adhere to historical correlations with operating results, the value of equity incentives previously awarded has declined; and the Committee believes that this is consistent with its objective of aligning the economic interests of management with those of the Company’s stockholders. The Committee has noted that the strength of equity awards as a retention device also varies with the price of the Company’s common stock and is less useful in this regard during periods of declining stock prices. The Committee believes that equity incentives continue to be appropriate with targeted growth levels established on the basis of the price of the Company’s shares at the time the awards are granted. Shareholder Outreach Although the annual advisory shareholder vote on executive compensation is non-binding, the Committee has considered, and will continue to consider, the outcome of this vote each year when making compensation decisions for our Chief Executive Officer and other named executive officers. At our annual meeting of shareholders held on January 31, 2018, approximately 86% of the shareholders who voted on the “say-on-pay” proposal (excluding those who abstained) approved the compensation of our named executive officers. Following our 2018 annual meeting, during calendar 2018 we engaged in our annual shareholder outreach program in order to solicit the views of our significant shareholders regarding our executive compensation program. We sent an invitation by e-mail to speak with the Chairman of our Compensation Committee to each non-management shareholder known by us to hold greater than 0.75% of the Company’s stock except for one institutional holder with which management has a regular, ongoing dialogue. Institutional investors holding approximately 33% of the Company’s outstanding shares of common stock were contacted. In response, we spoke to institutional shareholders representing approximately 9.5% of our outstanding common stock. 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 element or aspect of our executive compensation program. We specifically noted management’s and the Board’s disappointment with the Company’s total shareholder return (“TSR”) over the prior year, which seems to be disconnected from the performance of the Company’s businesses. We discussed the nature and levels of the various performance targets used in the Company’s compensation programs. In response, these shareholders expressed their views, specifically agreeing that compensation targets should be related to operational performance rather than TSR. Because we recognize that shareholder advisory services and others believe that stock price and TSR should be a principal measure of achievement, we use stock price and TSR as the performance measures for equity grants to our CEO and COO, which also reflects our belief that a portion of compensation should be tied directly to growth in shareholder value; as explained on pages 33-34 below, these equity awards not only become more valuable as our share price increases, but also vary in value depending on our relative TSR 21 as compared to that of a broad market index. They also discussed with us certain governance matters, and put forth certain suggestions in this regard. These views were communicated to the Board and certain suggestions related to governance matters have been adopted. After outlining the elements of our compensation program, the shareholders with whom we spoke: • expressed support for the Company’s operational performance and senior management; • expressed support for the Company’s approach to executive compensation, and its emphasis on performance-based compensation; • encouraged us to continue to align incentives with operational metrics; • expressed agreement with the risk mitigation aspects of our executive compensation program; • expressed support for the Company’s compensation philosophy, did not propose any specific changes to our executive compensation program and did not voice any adverse commentary regarding our executive compensation decisions; and • encouraged us to have more extensive disclosure in our Proxy Statement regarding the current value of equity-based compensation. When speaking with these shareholders our Compensation Committee Chairman also indicated 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. In addition to the specific conversations with the Chairman of our Compensation Committee noted above, management has regular contact with our largest shareholders as part of normal investor relations activities and, during these interactions, no adverse commentary was received pertaining to recent executive compensation decisions or with respect to the structure or philosophy of our executive compensation program. The Committee believes that these interactions with our shareholder base provide a strong endorsement of the compensation philosophy of the Company and the application of that philosophy by the Compensation Committee in its decision making. Our Executive Compensation Program and Risk We do not believe that our compensation programs are structured in such a manner so as not to reward inappropriate risk-taking, and 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 our annual performance bonus plan, we used multiple objective incentive performance measures to determine annual cash bonus eligibility for our CEO and COO, 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 our CEO and COO, ● 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 variable performance-based annual cash compensation (under our annual performance bonus plan), fixed cash compensation in the form of base salaries, 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 variable and fixed cash compensation, a long-term equity interest which is performance-based and in other respects vests over time, and a long-term cash bonus based on three-year performance cycles, appropriately 22 incentivizes and rewards management while at the same time encourages appropriate—but not excessive—levels of risk assumption. • The design of our compensation programs, including with respect to the variety of performance criteria established under our plans, encourages executives to remain focused on both the short-term and long-term success of the Company’s 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 our CEO and COO is delivered in the form of a long-term cash bonus. In the case of our CEO and COO, each of the annual bonus and the long-term bonus is 100% tied to annual and three-year objective performance criteria, respectively. • 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 period, provided the applicable performance criteria are achieved. In addition, we generally require an additional post-vesting holding period for equity grants to our 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 yearsafter 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. • A significant portion of cash compensation to our CEO and COO 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, which serve to align the interests of our directors and executives with those of our stockholders, and encourage focus on long-term performance. • We have adopted an anti-hedging, anti-pledging policy prohibiting 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 the Executive Compensation Consulting division of Arthur J. Gallagher & Co. (“Gallagher”), an independent compensation consultant, to guide it in making compensation decisions. 23 The Compensation Committee has 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 named executive officers. 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 named executive officers and the presidents of our business units. The Compensation Committee considers recommendations from our Chief Executive Officer with respect to executive compensation matters, except regarding his own compensation. The Compensation Committee regularly utilizes the services of its independent compensation consultant 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 Chief Executive Officer and President and Chief Operating Officer, under our performance bonus plans, and the mix of compensation for fiscal 2018, the Compensation Committee considered several factors. These include the desire to motivate the executives and align the compensation of the executives with the financial performance of the Company by providing the majority of the executives’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 in other respects 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 compensation programs, including with respect to the 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 Compensation Committee’s subjective assessmentlong-term bonus is 100% performance-based, and both are tied almost exclusively to objective performance criteria. ● A significant portion of compensation to our senior executives is delivered through the individual’s experience, responsibilities, management, leadership abilitiesuse of performance-based equity awards, which generally cliff vest after a minimum three-year period, provided the applicable performance criteria are achieved. In addition, we generally require an additional post-vesting holding period for equity grants to our most senior executives—every restricted stock grant to our CEO and job performance.COO since January 2014 contains a requirement that the executive hold the shares for a period of two years after vesting. The Compensation Committee from time to time, uses focused marketplace compensation analysis and reviews compensation levels at companiesbelieves that the cliff vesting feature of similar type and size for comparison purposes in connectionour restricted share awards, together with the recruitmentapplicable performance criteria and retentiona 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, making otherbecause 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. ● A significant portion of cash compensation decisionsto 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 prohibiting directors and executive officers. officers from purchasing company securities on margin, pledging company securities or entering into a hedging transaction with respect to company securities. 50 ● 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 in consultation with, and based on the advice of, itshas, 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 Chief Executive Officer 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 2022, 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 subjective 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 relating to the operational management 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. Following the acquisition of Hunter Fan Company and the disposition of Telephonics Corporation, in July 2022 the Committee reconstituted the Peer Group such that the Peer Group better represents the composition of the Company’s businesses. The Peer Group currently consists of the following 20 companies: Allegion plc* Carlisle Companies Incorporated Dover Corporation Gibraltar Industries, Inc.* Leggett & Platt, Incorporated* Simpson Manufacturing Co., Inc.* UFP Industries, Inc.* American Woodmark Corporation* Central Garden & Pet Company* Energizer Holdings, Inc.* Helen of Troy Limited Lennox International Inc.* Spectrum Brands Holdings, Inc.* Weber Inc. Armstrong World Industries, Inc.* Church & Dwight Co., Inc.* Fortune Brands Home & Security, Inc.* JELD-WEN Holding, Inc.* Masonite International Corporation* Trex Company, Inc. * These companies were in the Peer Group prior to it being reconstituted. In addition, the following companies were in the prior Peer Group, which consisted of twenty-three companies: AAR Corp.; Advanced Drainage Systems, Inc.; Apogee Enterprises, Inc.; Cornerstone Building Brands, Inc.; Lumentum Holdings, Inc.; NETGEAR, Inc.; Patrick Industries, Inc.; and Plantronics, Inc. The Committee selected this Peer Group, which consists mostly of public companies in the building products and consumer products industries, in order to best reflect 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. 51 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 serve the intended purpose of motivating, rewarding and retaining 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 the 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 generally cognizant of the high cost of living, especially housing expense, in the New York-New Jersey-Connecticut metropolitan area and the resulting challenges presented in attracting and retaining executive talent. The Compensation Committee is also cognizant of the broad, expanded roles taken on by our lean corporate executive staff, as described above. The Compensation Committee is engaged in a continual evaluation of Griffon’s compensation practices for our senior management personnel. With respect to fiscal 2022 compensation, the Compensation Committee: ● selected performance criteria, target levels and payment amounts to be used as a factorunder the Performance Bonus Plan for fiscal 2022 (short-term component); ● determined the performance criteria, target levels and payment amounts for our NEOs to consider in making decisions regardingbe used for the Company’s executive compensation. Immediatelythree year period fiscal 2022 through fiscal 2024 under the long-term cash bonus program; and ● evaluated short-term and long-term cash bonuses to be paid following the end of Fiscal 2018, the Committee reconstituted the Peer Group such that the Peer Group better represents the compositionfiscal 2022 to each of the Company’s businesses followingNEOs under the acquisitionPerformance Bonus Plan to determine their reasonableness in light of (i) the ClosetMaidapplicable performance measures and CornellCookson businessesbonus opportunities established by the Compensation Committee and (ii) the disposition of the Clopay Plastics business. The Peer Group currently consists of the following 24 companies: AAR Corp.* Advanced Drainage Systems, Inc.* Allegion plc American Woodmark Corporation A. O. Smith Corporation* Apogee Enterprises, Inc. Armstrong Flooring Inc. Armstrong World Industries, Inc.* Central Garden & Pet Company Ciena Corporation* Esterline Technologies Corporation Finisar Corporation* Fortune Brands Home & Security, Inc. Gibraltar Industries, Inc. Heico Corporation* Lennox International Inc. Masonite International Corporation* NCI Building Systems, Inc.* Netgear, Inc. Patrick Industries, Inc. Quanex Building Products Corporation Simpson Manufacturing Company Inc. Universal Forest Products, Inc.* USG Corporation * These companies were in the Peer Group prior to it being reconstituted. In addition, the following companies were in the prior Peer Group, which consisted of eighteen companies: A Schulman, Inc.; Energizer Holdings, Inc.; Berry Global Inc.; West Pharmaceutical Services, Inc.; Spectrum Brands Holdings, Inc.; Myers Industries, Inc.; PolyOne Corporation; Ply Gem Holdings, Inc. 24 Due to the absence of other diversified manufacturing public companies of comparable size, the Committee selected this Peer Group of public companies in the building products, consumer productsoperational and communications equipment industries, in order to best reflect the diversity of the Company’s businesses. 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 are in the best interestsfinancial results of the Company and servefor the intended purposeapplicable performance periods; and ● determined the structure of motivating, rewarding and retainingrestricted share grants to our NEOs (including the executive management team. As noted above,type of performance measures to be used, the Compensation Committee evaluates and approves the compensationtarget levels of our named executive officersperformance and the presidentsnumbers of our business units. Although the Committee does not set the compensation of the Griffon executives below the NEO level or of the executives of our subsidiaries below the president level, the Committee is presented with compensation information regarding these executives, in ordershares to consider how the compensation levels of these executives relate to the compensation that we pay to the NEOs and to our subsidiary presidents. In addition, in assessing compensation levels, the Compensation Committee has been generally cognizant of the high cost of living, especially housing expense, in the New York-New Jersey-Connecticut metropolitan area and the resulting challenges presented in attracting and retaining executive talent. The Compensation Committee is engaged in a continuous evaluation of Griffon’s compensation practices for our senior management personnel. With respect to fiscal 2018 compensation, the Committee be granted). • selected performance criteria, target levels and payment amounts to be used under the performance bonus plan for fiscal 2018 (short-term component), as well as for the long-term period fiscal 2016 through fiscal 2018; In making each of these decisions, the Compensation Committee consulted with and considered advice provided by Gallagher. 52   •   evaluated cash bonuses to be paid following the end of fiscal 2018 to Messrs. Kramer and Mehmel under the performance bonus plan to determine their reasonableness in light of (i) the applicable performance measures and bonus opportunities established by the Committee and (ii) the operational and financial results of the Company for the applicable performance periods; • determined the performance criteria, target levels and payment amounts for our CEO and COO to be used for the three-year period fiscal 2018 through fiscal 2020 under the long-term cash bonus program; • determined the structure of restricted share grants to our named executive officers (including the type of performance measures to be used, the target levels of performance and the numbers of shares to be granted); • selected performance criteria, the requisite target level and payment amounts to be used for the ClosetMaid bonus program, designed to incentivize and reward management with respect to (i) the performance of the ClosetMaid business during its first two years under Griffon ownership and (ii) the integration of the ClosetMaid business with the AMES business; and 25 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, 88.8% of our CEO’s 2022 compensation was performance-based, and 73.5% of our other NEOs’ 2022 compensation was performance-based.   CEO 2022 Compensation Mix Other NEO 2022 Compensation Mix • determined to award cash transaction bonuses to seventeen Griffon officers and other key employees in recognition of the extraordinary result obtained, and efforts expended, in connection with the sale of the Clopay Plastics business to Berry Global, Inc. for $475 million in cash (the “Plastics transaction bonuses”). In making each of these decisions, the Committee consulted with and considered advice provided by Gallagher. [Note: equity awards are based upon grant date value]   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, 90.5% of our CEO’s 2018 compensation was performance-based, and 67.1% of our other NEOs’ 2018 compensation, was performance-based. We consider the Plastics transaction bonuses to be performance-based, as they were paid as a result of management achieving a result that substantially exceeded the expectations of Griffon’s Board of Directors. 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 individuals.executives. As discussed above, the Compensation Committee assesses compensation from other companies, including from the Peer Group,salaries of our NEOs from time to time by analyzing the compensation paid in the marketplace. Annual meritmarketplace, including within the Peer Group. Merit increases are considered after annual review, on a subjective basis. Mr. Kramer’s base salary was increased to $1,051,115,$1,183,038, effective December 1, 2017,2021 and increased to $1,218,529, effective December 1, 2022, representing a 3.0% increase in each year, the same percentage cost of living increase that was awarded generally to corporate employees. Mr. Kramer’s base salary was increased to $1,082,648, effective December 1, 2018, representing a 3.0% cost of living increase. Mr. Mehmel’s base salary was increased to $933,019$1,050,121 effective December 1, 2017, representing a 8.8% increase,2021, and to $961,010$1,081,625 effective December 1, 2018,2022, representing a 3.0% increase;increase in each year. Mr. Harris’ base salary was increased to $404,250$502,699 effective December 1, 2017, representing a 5% increase,2021, and to $434,250$527,834 effective December 1, 2018,2022, a 7.4% increase;5.0% increase each year; and Mr. Kaplan’s base salary was increased to $386,250$458,110 effective 26 December 1, 2017,2021, representing a 3.0% increase, and to $411,250$476,434 effective December 1, 2018,2022, a 6.5%4.0% increase. For each annual salary increase, 3.0% represents a cost of livingcost-of-living adjustment, and any increase in excess of 3.0% represents a merit adjustment. 53 Cash Incentive BonusesBonuses. . Annual and long-termWe 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, 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 of our most senior executive officers are now compensated 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 BonusesBonuses. . In November 2015, our Board of Directors adopted the 2016Our Performance Bonus Plan is the plan under which was approved by stockholders at our annual meeting of stockholders held on January 29, 2016 (the “Performance Bonus Plan”). Bonus awards under the Performance Bonus Plan had historically been intended to qualify as “performance-based compensation” under Internal Revenue Code Section 162(m) to maximize the deductibility ofwe provide cash incentive compensation paid to our senior executives who are subject to the $1 million deduction limitation under Section 162(m). As discussed below under “Tax and Accounting Implications”, recent changes in tax law have eliminated the unlimited deductibility of the compensation expense related to “performance-based compensation” of our NEOs, although certain binding compensation arrangements that were in place prior to November 2, 2017 are grandfathered and exempt from the change in tax law.NEOs. The Performance Bonus Plan is administered by the Compensation Committee, which selects the participants and establishes the performance periods and the specific objective performance goals to be achieved during those periods. The Compensation Committee believes that the Performance Bonus Plan supports our pay-for-performance philosophy by making the payment ofproviding annual and long-term cash bonuses to our most seniornamed 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, its independent compensation consultant, Gallagher, determined that, beginning with bonuses paid in respect of fiscal year 2016, it will 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 yearthree-year period. As noted above, beginning with fiscal 2019, this applies to Messrs. Harris and Kaplan as well. The new long-term bonus component is intended to create an additional disincentive todiscourage excessive risk taking and to better align management’s interests with the longer termlong-term interests of our shareholders by motivating management to create and maintain long-term, and not just near-term, shareholder value. TheThrough the period beginning with fiscal 2021, the long-term incentive cash bonus opportunities for each performance period have been, and continue to be,were based on achievement of Core EPS achieved during the relevant performance period.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 realized over a period that extends beyond the performance period and 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. Based uponThe Compensation Committee was advised by Gallagher of the historical correlation between EPS and stock price, and the potential for increases in EPS shouldto 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 dividends, and/or to deleverage; and ● like EPS, has a strong correlation to stock price. 54 Given the strategic importance of the then pending acquisition of Hunter Fan Company, the Compensation Committee determined to also adopt cumulative EBITDA of Hunter as a performance metric for the long-term cash bonus opportunity for the period fiscal 2022 to fiscal 2024. Hunter is the largest acquisition in Griffon’s history, and the Committee believed it critical that a portion of the NEOs’ long-term bonus opportunity during this period be solely dependent on the integration of Hunter into Griffon’s Consumer and Professional Products segment and the performance of the Hunter business during the first few years following the acquisition. The basis for the EBITDA target established was the forecast presented to Griffon’s Board of Directors at the time of the Board’s approval of the Hunter acquisition. The Compensation Committee retains the power to reduce (but not increase) any annual or long-term cash bonusesbonus actually paid to the executivesany 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 in light ofconsidering the performance of the Company and the overall compensation paid. 27 Long-Term Cash Incentive Awards Granted in Fiscal 20182022. . In early fiscal 2018,2022, each of Messrs. Kramer and Mehmelour NEOs was granted a long-term cash incentive bonus opportunity under the 2016 Performance Bonus Plan based on the Company’s aggregate “Core EPS” (65% of the aggregate bonus opportunity), aggregate “Free Cash Flow” (25% of the aggregate bonus opportunity), and aggregate Hunter EBITDA (10% aggregate bonus opportunity), for the performance period consisting of fiscal years 20182022 to 2020.2024. The following tables settable sets forth the amount of the bonuses that Messrs. Kramer and Mehmel areeach NEO is eligible to receive under these awards based on the Company’s Core EPSeach of these metrics for suchthe three-year performance period. At the time the threshold, target and maximum Core EPS amounts were originally approved in early fiscal 2018, the resultsWith respect to each performance metric, none of the Clopay Plastics business were excluded because a definitive agreement was executed in November 2017 to sell Plastics, resulting in Plastics being classified as a discontinued operation as of the end of fiscal 2017. Thus, the Committee determined that the financial results of the Plastics business in fiscal 2018 should not factor into any determinations regarding performance-based compensation. The threshold, target and maximum Core EPS amounts were adjusted upwards following the CornellCookson acquisition to account for the inclusion of CornellCookson’s financial results from the time of the acquisition in the determination of aggregate Core EPS. Noeligible bonus will be paid if the Company’s Core EPSperformance for such performancemetric period is below the specified minimum,minimum; and bonuses for Core EPSif 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 20182022 to fiscal 20202024 are as follows:                   Aggregate Core EPS for Period   Ronald J. Kramer   Robert F. Mehmel               Threshold     $   1.60       $   1,200,000       $   300,000   Target     $   2.00       $   2,600,000       $   650,000   Maximum     $   2.40       $   4,000,000       $   1,000,000       Aggregate Core EPS   Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Threshold   $5.66   $1,170,000   $292,500   $117,000   $117,000 Target   $7.07   $2,340,000   $585,000   $234,000   $234,000 Maximum   $8.48   $3,510,000   $877,500   $351,000   $351,000                           Aggregate  Free Cash Flow   Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Threshold   $308,751,000   $   450,000   $112,000   $  45,000   $  45,000 Target   $385,938,000   $   900,000   $225,000   $  90,000   $  90,000 Maximum   $463,126,000   $1,350,000   $337,500   $135,000   $135,000                           Aggregate Hunter EBITDA   Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Threshold   $204,000,000   $180,000   $  45,000   $18,000   $18,000 Target   $255,000,000   $360,000   $  90,000   $36,000   $36,000 Maximum   $306,000,000   $540,000   $135,000   $54,000   $54,000 The Compensation Committee originally adopted Core EPS and Free Cash Flow target (and threshold and maximum) levels in early fiscal 2022, prior to the acquisition of Hunter and sale of Telephonics. The levels set forth above reflect adjustments approved by the Committee following the Hunter acquisition and Telephonics disposition, to reflect the inclusion of Hunter’s results and the removal of any contributions from Telephonics. This is consistent with the Committee’s past practice of making adjustments, as appropriate, to account for significant acquisitions and dispositions; this is also contemplated by the Performance Bonus Plan. 55 The Company has seen steadysignificant growth in Core EPS in recent years. As shown in the chartcharts below, using fiscal 2017 as the base year, Core EPS has increased from $0.44 per share in fiscal 2017 to $4.07 per share in fiscal 2022, representing a 56% compounded annual growth rate during the five-year period fiscal 2018 through fiscal 2022: Core EPS* Using 2021 Core EPS from continuing operations has increased from $0.21 per share in fiscal 2013 to $0.76 per share in fiscal 2018, representingof $1.68 as the base year, a 29% average compounded annual growth rate during this period: 28 Core EPS from continuing operations was $0.44 in fiscal 2017; this means that, at the time these performance levels were adopted, a compoundedcompound annual growth rate of 22% would17.9% will be required during the performance period to attain the aggregate target Core EPS level of $2.00 set forth above.$7.07, and a compound annual growth rate of 28.4% will be required during the performance period to attain the maximum aggregate Core EPS level of $8.48. Long-Term Cash Incentive Awards Payable following Fiscal 20182022. . As noted above, inIn December 20152019 the Compensation Committee granted long-term cash incentive bonus opportunities to Messrs. Kramer and Mehmel for the period fiscal 2016 to fiscal 2018.NEOs. The following tables settable sets forth the amount of the bonuses that Messrs. Kramer, Mehmel, Harris and MehmelKaplan were eligible to receive under these awards based on the Company’s Core EPS for the performance period. The threshold, target and maximum Core EPS amounts were adjusted upward to reflect the inclusion of the 2018 financial results of ClosetMaid in, and downward to reflect the exclusion of the 2018 financial results of the Plastics business from, the determination of Core EPS for 2018. The threshold, target and maximum Core EPS amounts were then further adjusted upward following the CornellCookson acquisition to reflect the inclusion of the financial results of the CornellCookson business in determining Core EPS for 2018. No bonus would be paid if the Company’s Core EPS for the performance period was below the specified minimum, and bonuses for Core EPS between the amounts set forth below would be determined using linear interpolation. Long-Term Cash Incentive Bonus Opportunities for the period fiscal 20162020 to fiscal 20182022 were as follows:                   Aggregate Core EPS for Period   Ronald J. Kramer   Robert F. Mehmel Threshold     $   1.83     $1,200,000   $300,000 Target     $   2.29     $2,400,000   $600,000 Maximum     $   2.75     $3,600,000   $900,000 The target     Aggregate Core EPS for Period   Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Threshold   $3.18   $1,440,000   $   360,000   $120,000   $120,000 Target   $3.97   $3,600,000   $   900,000   $300,000   $300,000 Maximum   $4.77   $5,400,000   $1,350,000   $450,000   $450,000 * FY17—FY18 results include contributions from the former Telephonics business, which was classified as discontinued operations in our Form 10-K filed on November 17, 2021 and was divested in June 2022. For a reconciliation of Adjusted EPS from continuing operations (which equates to Core EPS) to Earnings (loss) per share from continuing operations, (a) for 2017 and 2018, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in our 2019 10-K; (b) for 2019, see MD&A in our 2021 10-K; and (c) for 2020, 2021 and 2022, see MD&A in our 2022 10-K. Earnings (loss) per share from continuing operations was $(5.57) for 2022, $1.32 for 2021, $0.92 for 2020, $0.59 for 2019, $0.78 for 2018 and $0.41 for 2017. 56 Because the Committee originally adopted the Core EPS leveltarget (and threshold and maximum) levels in early fiscal 2020, the original levels approved did not reflect the acquisition of $2.29 represented an approximate compound annual growth rateHunter or sale of Telephonics. The levels set forth above reflect adjustments approved by the Committee following the Hunter acquisition and Telephonics disposition, to reflect the inclusion of Hunter’s results and the removal of any contributions from continuing operationsTelephonics for the stub period in fiscal 2022 (Telephonics was owned and operated for all of 44% overfiscal 2020 and 2021). This is consistent with the performance period, using fiscal 2015Committee’s past practice of making adjustments, as appropriate, to account for significant acquisitions and dispositions; this is also contemplated by the base year.Performance Bonus Plan. After the conclusion of fiscal 20182022 and the preparation of the Company’s audited financial statements, the Compensation Committee reviewed the extent to which the Core EPS performance targets for the period fiscal 20162020 to fiscal 20182022 were attained. Using fiscal 2019 as the base year, Core EPS from continuing operations increased from $0.60 in 2019 to $4.07 in 2022, reflecting a compound annual growth rate of 89.3%. Aggregate Core EPS for the three-year period fiscal 2020 through 2022 was $7.55. Based on a cumulativethis aggregate Core EPS amount of $2.48,$7.55, the Committee determined that Messrs. Kramer, Mehmel, Harris and MehmelKaplan were eligible for, and would be awarded, long-term cash incentive bonuses in the amounts of $2,895,652$5,400,000, $1,350,000, $450,000 and $723,913,$450,000, respectively. In making the determination not to applyreduce these amounts by applying negative discretion, and to award the amounts set forth above, the Committee noted that Messrs. Kramer and Mehmel led a successful reshaping of Griffon’s portfolio of businesses over the last few years that is expected to lower Griffon’s capital spending and increase free cash flow, and that over therecord performance period Griffon has consistently met or exceeded its annual budgeted EPS and EBITDA targets. Adjustment of Long-Term Cash Incentive Bonus Opportunities for the period fiscal 2017 to fiscal 2019.Similar to the adjustments made with respect to the long-term cash incentive bonus opportunities for the period fiscal 2016 to fiscal 2018, during fiscal 2018 the Committee adjusted the threshold, target and maximum Core EPS amount at which Messrs. Kramer and Mehmel are eligible to earn long-term cash incentive bonuses for the period fiscal 2017 to fiscal 2019. The Core EPS amounts were adjusted upward to reflect the inclusion of the financial results of ClosetMaid,Company in fiscal 2022 during an uncertain U.S. and downward to reflect the exclusion of the financial results of the Plastics business, in each case for fiscal 2018global economy that presented continued challenges such as supply chain disruptions, labor shortages and fiscal 2019. The Core EPS amounts were further adjusted upward to reflect the inclusion of the financial results of CornellCookson for fiscal 2018 and fiscal 2019. Following these adjustments, the long-term cash incentive bonus opportunities for the period fiscal 2017 to fiscal 2019 are as follows: 29 increasing commodity prices.                     Aggregate Core EPS for Period   Ronald J. Kramer   Robert F. Mehmel Threshold     $   1.78     $1,200,000   $300,000 Target     $   2.22     $2,600,000   $650,000 Maximum     $   2.66     $4,000,000   $1,000,000 20182022 Annual Cash Incentive BonusesBonuses. . In accordance with and pursuant to the 2016 Performance Bonus Plan, the Compensation Committee established objective, calculable and prospective goals for annual bonuses for fiscal 2018,2022, as described in further detail below. These goals were established by the Compensation Committee to be consistent with our operational, strategic and capital objectives for fiscal 2018 approved2022 reviewed by the Board of Directors at the beginning of the fiscal year. In establishing goals, the Compensation Committee seeks to create incentives for the attainment of the capital, strategic and operational objectives set by the Board.Directors. Consistent with these objectives, the Compensation Committee determined that annual objectives should be established in two different areas—achieving strong operating results, as measured by EBITDA, and continuing to strengthen Griffon’s balance sheet, as measured by working capital level. For fiscal 2018,2022, as in recent years, while the Compensation Committee continued to believe it important to use working capital as a performance measure to create an appropriate incentive to maintain liquidity and financial strength, the Compensation Committee desired to continue to put a stronger emphasis on operating results and to weigh EBITDA performance more heavily. Thus, EBITDA performance was assigned a weighting accounting for approximately 75% of the annual cash bonus opportunities for Messrs. Kramer, Mehmel, Harris and Mehmel,Kaplan, and working capital targets were assigned approximately a 25% weighting. Bonus Annual bonus eligibility amounts for Messrs. Kramer and Mehmel were established based on various levels of achievement of EBITDA for fiscal 20182022 and working capital as of September 30, 2018. At2022. As with the timelevels of achievement adopted for the threshold, targetlong-term cash bonus opportunity, the original metrics approved did not reflect the acquisition of Hunter or sale of Telephonics; and maximum EBITDA amounts were originallyso the levels set forth below reflect adjustments approved in early fiscal 2018,by the results of the Plastics business were excluded. The EBITDA amounts were adjusted upwardCommittee following the CornellCooksonHunter acquisition to reflectand Telephonics disposition. As so adjusted, the inclusion of the financial results of the CornellCookson business in determining EBITDA for fiscal 2018. The bonus eligibility amounts for fiscal 20182022 were as follows:                   EBITDA level   Ronald J. Kramer   Robert F. Mehmel Threshold     $   140,998,000       $   700,000       $   175,000   Target     $   165,868,000       $   1,600,000       $   400,000   Maximum     $   184,114,000       $   2,600,000       $   650,000                   Working Capital level         Threshold     $   436,050,000       $   350,000       $   87,500   Target     $   459,000,000       $   500,000       $   125,000   Maximum     $   475,065,000       $   866,667       $   216,667   In establishing the working capital targets set forth above, the Committee took into account the return of approximately $26 million to shareholders during fiscal 2017 through share repurchases and dividends, all of which operated to reduce working capital.     EBITDA level   Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Threshold   $265,030,000   $   700,000   $ 175,000   $  70,000   $  70,000 Target   $311,800,000   $1,600,000   $ 400,000   $160,000   $160,000 Maximum   $342,980,000   $2,800,000   $ 700,000   $280,000   $280,000                           Working Capital level                 Threshold   $719,105,000   $350,000   $  87,500   $35,000   $35,000 Target   $739,105,000   $500,000   $125,000   $50,000   $50,000 Maximum   $759,105,000   $866,667   $216,667   $86,667   $86,667 57 The EBITDA levels at which a bonus would be paid to Messrs. Kramer, Mehmel, Harris and MehmelKaplan increased from a range of $126$200 million (threshold) to $165$259 million (maximum) for 20172021 to a range of $141$265 million (minimum)(threshold) to $184$343 million (maximum) for 2018,2022, representing an approximate 12%32% increase in the minimumthreshold and maximum levels. Both the 2017 and 2018 levels excludeFor fiscal 2021, the EBITDA contributionlevels, and achievement measured against these levels, included the results of Telephonics and excluded Hunter; for fiscal 2022, the results of Telephonics were excluded, and the results of Hunter were included from the 30 Plastics business and include the EBITDA contribution from the ClosetMaid business; the 2018 levels include the EBITDA contribution from CornellCookson from the time date of the acquisition. Because the Company sets robust targets to attain growth, the Committee believes a range is appropriate so that opportunities are meaningful given varying economic and operational conditions. Against this background, the Compensation Committee establishes EBITDA targets after the Board has reviewed the Griffon operating plan developed by management for the coming fiscal year. That operating plan incorporates the plans and budgets of each of the Company’s operating subsidiaries as well as corporate expense, and requires that certain levels of organic growth be achieved for the payment of target bonuses at the subsidiary levels. In establishing EBITDA targets, theThe Compensation Committee considered a variety of factors when EBITDA target levels were set for fiscal 2018,2022, similar to those that were considered in setting targets for the prior year, such as   • ● the challenging U.S. and global economic environment, including in particular   — continued uncertainties resulting from the Covid-19 pandemic, including the need to periodically reevaluate and modify various protocols to minimize the risk to the health and safety of our employees   how the current economic environment is likely to impact— Labor shortages, supply chain challenges and increasing commodity prices — Possible fluctuations in consumer spending and demand for our products for various reasons, including a possible return to “pre-Covid” lifestyles as the likely resulting impact on AMES, the Company’s lawn and garden tool business and closet organization and general living storage business; pandemic subsides   — — the uncertainty regarding future trends relating to residential and commercial construction, remodeling and renovation, which has a direct impact on the Company’s building products business; Home and Building Products segment   • ● the effect of tariffs or other changes in international trade agreements or arrangements on the importing of goods from various foreign markets such as China, and the possible impact on the Company’s home and building products business of such tariffs or other changes; • the uncertain defense budgetary environment, including whether certain U.S. military programs are funded and the actual timing of any such funding, and the potential impact of such determinations on Telephonics, the Company’s defense electronics business; and • that the setting of appropriate consolidated EBITDA targets would create an incentive to control general and administrative expenses. In establishing working capital targets, the Compensation Committee considered the capital requirements of the Company necessary for the Company to maintain a strong balance sheet and desirable levels of liquidity for fiscal 2018.2022. The Compensation Committee also considered anticipated cash expenditures for fiscal 2018.2022. The Compensation Committee believes that working capital is an appropriate measure of financial strength and stability asbecause it prevents excessive reliance on short-term borrowings,borrowing, thereby reducing the Company’s exposure to uncertainties of the capital markets. Importantly, the Compensation Committee also recognized the inherent tension between maintaining a strong working capital position and the mandates of the Company’s Board of Directors to increase earnings growth through acquisitions of synergistic or complementary businesses and to return cash to shareholders through share repurchases and dividends. Unlike operating measures such as EBITDA, with respect to which the Company’s operational budget provides for annual growth for continuing operations, working capital levels reflect a measure of financial strength and stability and therefore may remain more static or even decline slightly in any given year. The Compensation Committee also recognized that in view of the Board’s role in establishing the level of share repurchases and in approving acquisitions, decisions with respect to these activities and the consequences of those decisions are not ultimately within the control of management. To address this balance, and to eliminate any disincentive for management to pursue strategic acquisitions as well as to avoid penalizing management for implementing the Board authorizedBoard-authorized share repurchase program, the Compensation Committee determined 31 that the appropriate barometer should be an adjusted working capital measure that is not reduced by amounts expended in connection with share repurchases, and that is reduced by 50% (as opposed to 100%) of acquisition expenses (the “adjusted working capital”). 58 After the conclusion of fiscal 20182022 and the preparation of the Company’s audited financial statements, the Compensation Committee reviewed the extent to which targets established for annual bonus opportunities for fiscal 20182022 were attained and considered the extent to which annual bonuses would be paid. The Committee determined that Messrs. Kramer, Mehmel, Harris and MehmelKaplan were eligible for, and would be awarded, bonus amounts as follows, based on achieving Adjusted EBITDA of $168.6$458.2 million and working capital as of $503.7 million (as previously approved by the Committee, interpolation was used to arrive at the eligible amounts):end of fiscal 2022 of $849.5 million:               Executive   Amount based on EBITDA   Amount based on Working Capital   Total Bonus Awarded Ronald J. Kramer     $   1,747,620       $   866,667       $   2,614,287   Robert F. Mehmel     $   436,905       $   216,667       $   653,572   Executive   Amount based on EBITDA   Amount based on Working Capital   Total Bonus Awarded Ronald J. Kramer           $ 2,800,000              $ 866,667     $ 3,666,667   Robert F. Mehmel     $ 700,000     $ 216,667     $ 916,667   Brian G. Harris     $ 280,000     $ 86,667     $ 366,667   Seth L. Kaplan     $ 280,000     $ 86,667     $ 366,667   In making the determination not to apply negative discretion and to therefore award each of Messrs. Kramer and Mehmelour NEOs the bonus amount based on the calculations as described above, the Compensation Committee considered factors similar to those that it considered in determining the amounts to be awarded to Messrs. Kramer and Mehmelour NEOs with respect to the long-term cash bonus incentive opportunity for the period fiscal 20162020 through fiscal 2018,2022, as described above. The 2018 bonuses for Messrs. Harris and Kaplan were discretionary and based primarily upon a subjective analysis by the Compensation Committee of the individual performance of each of Messrs. Harris and Kaplan. The Committee recognized the contributions made by Mr. Harris in overseeing the Company’s finance, accounting, treasury and tax functions, and by Mr. Kaplan relating to the Company’s legal function, during fiscal 2018, as well as the substantial contributions made by Messrs. Harris and Kaplan with respect to the disposition of the Plastics business and the various acquisitions completed by the Company in fiscal 2018. The Committee determined that Mr. Harris be awarded a bonus of $456,000, and that Mr. Kaplan be awarded a bonus of $426,000, in respect of fiscal 2018. Aggregate Cash Bonuses Paid to CEO and COONEOs. . Based on the above, the aggregate cash bonus amounts paid to Messrs. Kramer and Mehmelour NEOs following the end of fiscal 20182022 are as set forth below. These amounts appear in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation” for the year 2018 for Messrs. Kramer and Mehmel.               Executive   Amount based on long-term incentive bonus opportunity (performance period— October 1, 2015 to September 30, 2018)   Amount based on short-term incentive bonus opportunity (performance period— fiscal 2018)   Total Bonus Awarded Ronald J. Kramer     $   2,895,652       $   2,614,287       $   5,509,939   Robert F. Mehmel     $   723,913       $   653,572       $   1,377,485   ClosetMaid Bonus Program. The ClosetMaid acquisition was completed on October 2, 2017. The Committee, in recognition of the importance that the ClosetMaid business be integrated successfully with the AMES business and perform to expectations during the first few years following the acquisition, discussed and approved a ClosetMaid cash bonus program for a group of key executives and employees at corporate, including our named executive officers, and at AMES. These bonuses will be paid after a two year period if ClosetMaid achieves aggregate EBITDA of $50 million or greater during the two year period 32 2022.   Executive   Amount based on long- term incentive bonus opportunity (performance period—October 1, 2019 to September 30, 2022)     Amount based on short- term incentive bonus opportunity (performance period— fiscal 2022)     Total bonus awarded Ronald J. Kramer                       $ 5,400,000                          $ 3,666,667     $ 9,066,667   Robert F. Mehmel   $ 1,350,000     $ 916,667     $ 2,266,667   Brian G. Harris   $ 450,000     $ 366,667     $ 816,667   Seth L. Kaplan   $ 450,000     $ 366,667     $ 816,667   fiscal 2018—fiscal 2019. This performance level was chosen because it formed the basis for the approval of the acquisition by the Griffon Board. The Committee consulted with, and was advised by, Gallagher with respect to its consideration and approval of the ClosetMaid bonus program. The bonus award opportunities for Messrs. Kramer, Mehmel, Harris and Kaplan are in the amounts of $1,500,000, $750,000, $250,000 and $200,000, respectively, and were granted under the Performance Bonus Plan. Plastics Transaction Bonuses.In recognition of the extraordinary result obtained, and efforts expended, in connection with the sale of Griffon’s Clopay Plastics business to Berry Global, Inc. for $475 million in cash, the Committee approved the payment of cash transaction bonuses to a group of executives and other key employees at corporate, including our named executive officers. The Committee concluded that Griffon management, led by the named executive officers, played a unique role in that it conducted the selling process in such a manner as to obtain a favorable result for the Company that substantially exceeded the expectations of the Company’s Board. The Committee consulted with, and was advised by, Gallagher with respect to its consideration and approval of the Plastics transaction bonuses. The bonus amounts paid to Messrs. Kramer, Mehmel, Harris and Kaplan were in the amounts of $2,250,000, $1,125,000, $350,000 and $300,000, respectively. Equity-based CompensationCompensation. . Equity-based compensation is designed to provide incentives to our executive officers to build stockholdershareholder value over the long-term by aligning their interests with the interest of stockholders.shareholders. Since 2006, we have granted equity-based awards in the form of restricted stock, as the Compensation Committee determined this was an effective vehicle for the motivation and retention of our executive officers. Since fiscal 2012, all restricted share awards granted to our named executive officersNEOs, with the exception of one award granted to each of our NEOs in December of 2020, have been 100% performance-based. This further reflects the Committee’s philosophy of aligning executive compensation with the financial performance of the Company, and motivating executives, by providing a substantial portion of our executives’ compensation in the form of performance-based compensation. We believehave been advised that the Company is included in a small minority of public companies that has granted almost exclusively performance-basedperformance-based equity awards to its named executive officers in recent years. 59 The Compensation Committee believes that equity-based compensation provides an incentive that focuses the executive’s attention on managing our Company from the perspective of an owner with an equity stake in the business. In determining the amount of equity-based compensation to be awarded to our named executive officers, the Compensation Committee takes into consideration, among other things, the level of the officer’s responsibility, performance of the officer, other compensation elements and the amount of previous equity grants awarded to the individual. In addition, with respect to recruiting an executive officer to join our Company, the amount of equity consideration may be negotiated to reflect the amount necessary to hire the desired person. The largest grants are generally awarded to the most senior officers who, in the view of the Compensation Committee, have the greatest potential to have an impact on our profitability, growth and financial position. Pursuant to As of October 1, 2022, there were 835,122 shares of common stock available for future awards under our 2016 Equity Incentive Plan (the “Incentive Plan”), which was approved by shareholders at our 2016 annual meeting of shareholders, as of October 1, 2018 there were 1,495,834 shares of our common stock reserved for issuance.Plan. The Compensation Committee believes that the Incentivethis Plan allows our Companyenables us to attract and retain executive management by providing them with appropriate equity-based incentives and rewards for superior performance. On December 20, 2017,March 10, 2022, Messrs. Kramer and Mehmel each received two restricted stock grants whichof an equal number of shares eligible to vest on December 20, 2021 if31, 2024. The first grant requires that the Company’s stock price reaches $25.08Company achieve average Return on Invested Capital (“Average ROIC”), for thirty consecutive trading days on or priorcalendar years 2022, 2023 and 2024, of at least 7.5%, at which level the threshold number of shares will vest. The following table shows the number of restricted shares eligible to December 20, 2021.be earned by each of Mr. Kramer received a grant with a target amountand Mr. Mehmel, at various levels of 360,000 shares, and 33 achievement of Average ROIC:       Average ROIC of 7.5% (threshold)   Average ROIC of 9.4% (target)   Average ROIC of 11.3% (max) Ronald J. Kramer   37,846   75,691   151,382 Robert F. Mehmel   18,923   37,846   75,691 Mr. Mehmel received a If Average ROIC is not at least 7.5%, the entire stock grant with a target amountis forfeited. Linear interpolation will be used to determine the number of 120,000 shares. Additional terms ofshares that will vest should Average ROIC be between the grant are as follows:levels set forth above. • If the $25.08 stock price level is not attained for thirty consecutive trading days ending on or prior to December 20, 2021, the entire stock grant is forfeited • If the $25.08 stock price level is attained, the number of shares to vest is then subject to a “TSR” (total shareholder return) modifier, as follows: — If the Company’s TSR as measured from December 20, 2017 to December 20, 2021 (the “performance period”) is in the top 25% of the TSRs of all companies in the Russell 2000 Index as measured over the performance period, the number of shares to vest will be increased by 10% — If the Company’s TSR as measured over the performance period is in the bottom 25% of the TSRs for all companies in the Russell 2000 Index as measured over the performance period, the number of shares to vest will be decreased by 20% — If the Company’s TSR as measured over the performance period is between the 25th and 50th percentile, or between the 50th and 75th percentile, as compared to the TSRs of all companies in the Russell 2000 Index as measured over the performance period, linear interpolation will be used to determine the percentage decrease (between -20% and 0%) or increase (between 0% and +10%) in the number of shares to vest (note this interpolation results in no adjustment if the Company’s performance is at the 50th percentile) In selecting stock priceAverage ROIC as the performance metric for the equity grants to Messrs. Kramer and Mehmel, the Compensation Committee consideredtook into account feedback from institutional shareholders in which it was suggested that stock price has the most direct and measurable correlation with shareholder value, and also considered the benefitsome type of using a mix of performance metricsreturn measure, such as return on invested capital or return on equity, be incorporated as a basisperformance metric into Griffon’s executive compensation program. Gallagher also advised the Committee that: ● ROIC is an excellent measure of evaluating shareholders’ equity and long-term debt ● Institutional investors commonly use ROIC to evaluate the performance of portfolio stocks ● ISS utilizes ROIC as part of its financial performance review ● ROIC is used by many public companies as part of their incentive compensation program for senior executives ROIC for a particular period is defined as net operating profit after tax (“NOPAT”) for such period divided by the paymentaverage of incentive compensationinvested capital as of the beginning of such period and invested capital as of the end of such period, where: ● NOPAT = adjusted operating profit for the relevant period multiplied by the difference between 1 and the normalized tax rate for such period ● adjusted operating profit = operating income plus other income plus amortization, adjusted, as determined 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 ● invested capital = the current portion of long-term debt plus long-term debt plus equity, minus cash 60 The second grant of restricted stock received by Messrs. Kramer and Mehmel. In adoptingMehmel on March 10, 2022 requires that the TSR modifier,of the Committee took noteCompany’s common stock for the period March 10, 2022 through December 31, 2024 (the “Performance Period”) be in at least the 25th percentile of the TSRs of all companies that this would mitigate the extent to which stock price is impacted purely by market conditions as opposed to changesare included in the Company’s stock price resulting fromRussell 2000 at both the Company’s performance. Finally, in settingbeginning and end of the stock price levels required forPerformance Period; at this level, the threshold and target number of shares will vest. The following table shows the number of restricted shares eligible to be earned by each of Mr. Kramer and Mr. Mehmel, at various levels of achievement of the TSR percentile as compared to the Russell 2000 during the Performance Period:     TSR percentile of 25% (threshold)   TSR percentile of 50% (target)   TSR percentile of 75% (max) Ronald J. Kramer   37,846   75,691   151,382 Robert F. Mehmel   18,923   37,845   75,691 If the TSR percentile is not at least 25%, the entire stock grant is forfeited. Linear interpolation will be used to determine the number of shares that will vest should the Committee considered that a substantial percentage increase inTSR percentile be between the Company’s stock price (20%) would be required from the grant date to reach these levels. The $25.08 stock price also represents a 36% increase from the volume weighted average price (“VWAP”) of Griffon common stock over the period November 30, 2014 through November 30, 2017 ($18.50), and a 58% percent increase from the VWAP of Griffon common stock over the period November 30, 2012 through November 30, 2017 ($15.85).levels set forth above. In order to further mitigate any incentiveincentives for excessive risk taking, the Compensation Committee restrictedapplicable award agreements for both grants prohibit the recipients from selling the shares for two years after they vest. These awards are subject to earlier vesting at the target level in the event of death or disability, or in the event of a termination without cause (or by the executive for good reason) in connection with a change in control of the Company. In the event of a termination without cause (or by the executive for good reason) other than in connection with a change of control, the award is subject to early vesting on a pro rata basis at the end of the Performance Period (but only to the extent the stock priceapplicable performance condition has been met by the date of termination)met). The structure of the annual restricted share awards granted to Messrs. Kramer and Mehmel in fiscal 2017 and fiscal 2016 reflects the principles summarized above, with the vesting and size of the awards being dependent on absolute and relative increases in the Company’s stock price and the executive being subject to a post-vesting holding period. The target stock price for the 2017 grant is $30.00 per share, 34 and the 2016 grant was structured so that one-half of the shares will vest at a price of $22.00 and one-half of the shares will vest at $25.00 (with interpolation to be used if the highest stock price achieved is between $22.00 and $25.00). These grants are described in more detail in the “Outstanding Equity Awards at Fiscal 2018 Year-End” table, and the related footnotes, on page 45 below. Due to the performance hurdles necessary for vesting of each of these awards, the current economic value of each of these awards is substantially lower than the economic value of these awards at the time of grant. The Compensation Committee reviews the actual economic value of restricted share awards granted to the NEOs from time to time in order to assess the ongoing effectiveness of these awards as a retention tool. The chart below shows a comparison between: • the economic value of the 2016, 2017 and 2018 restricted share awards granted to Mr. Kramer as of the grant date of each award, and • the economic value of these awards as of November 30, 2018. The grant date economic value was determined based on a “Monte Carlo” simulation, which is a methodology that generates a large number of possible outcomes with respect to the variables that will determine the ultimate value of the restricted share grant—in this case, Griffon’s stock price over the performance period and the TSR of the companies in the Russell 2000 index. This results in a grant date economic value that is discounted from the full value of a share of Griffon stock on the grant date, to reflect both the likelihood that the stock price target will be achieved, and how the TSR performance of Griffon stock is likely to compare to that of the companies in the Russell 2000 index. The grant date economic value was also discounted to reflect the two year post-vesting holding period. The grant date economic value, which is the value that was ascribed for accounting purposes, appears in the Summary Compensation Table on page 43 below under the heading “Stock Awards”. The values as of November 30, 35 2018 for the 2018 grant, the 2017 grant and the unearned shares from the 2016 grant were also determined based on a “Monte Carlo” simulation, which results in a lower value per share due to the reduced likelihood that the stock price target will be achieved (based on the November 30, 2018 stock price and the time remaining to achieve the applicable stock price target). The value of the earned shares, which are the shares with respect to which the stock price performance target has already been met, is based on the $12.16 closing price on November 30, 2018. On November 14, 2017,15, 2021, Mr. Harris and Mr. Kaplan were each granted 28,98622,562 and 26,57020,826 shares, respectively, of restricted stock. Subject to the executive’s continued employment, all shares subject to the award will vest on November 30, 2020 if2024, as the Company has achieved the applicable performance criteria (which required that consolidated EBITDA isbe equal to or greater than $181.9$324.4 million in fiscal 2022, or at least one of$357.8 million in fiscal 2018, 20192023 or 2020.fiscal 2024). This EBITDA target reflects adjustments made to accountthe target as adjusted following the acquisition of Hunter Fan and sale of Telephonics; the different amount for fiscal 2022 reflects that, since Hunter was acquired in January 2022, consolidated fiscal 2022 results only include Hunter’s results from the exclusiondate of the financial results of the Plastics business and the inclusion of the financial results of the CornellCookson business.Hunter acquisition through September 30, 2022. If the EBITDA performance condition iswere not attained, the restricted shares will bewould have been forfeited. These restricted shares arewere subject to earlier vesting if, within two years after a change in control, the executive iswas terminated without cause or leavesleft for good reason. In addition, on November 13, 2018, Mr. Harris and Mr. Kaplan were granted 49,342 and 45,230 shares, respectively, of restricted stock that will vest, subject to Consistent with the executive’s continued employment, on November 30, 2021 if, and only if, Company consolidated EBITDA is equal to or greater than $185 million in at least one of fiscal 2019, 2020 or 2021. Similar tophilosophy descried above, the grants made in 2017, if the EBITDA performance condition is not attained, the restricted shares will be forfeited. These restricted shares are subject to earlier vesting if, within two years after a change in control, the executive is terminated without cause or leaves for good reason. The Compensation Committee determined to grant the equity awards described above to each of Messrs. Kramer, Mehmel, Harris and Kaplan (i) based on a subjective analysis of the executive’s performance, (ii) to provide enhanced retention and motivation for the executive, (iii) to reflect the Company’s philosophy that (a) a substantial portion of the compensation of its senior executives should be performance-based, and (b) the largest grants should be awarded to the most senior officers who, in the view of the Compensation Committee, have the greatest potential to influence our profitability, growth and financial position, (iv) to align the interests of our named executive officersNEOs more closely with the interests of our shareholders, and (v) as a measure of compensation risk to management in that it requires the executive to remain with the Company for a significant period of time before vesting inof the equity award and effectively subjects the executive to the same share value risks to which our stockholdersshareholders are subject during the cliff vesting period. The Compensation Committee believes that the Company generally benefits from the retention and risk mitigation elements provided by a multi-year cliff vesting period (in addition to our performance vesting requirements and conditions), and has determined that cliff vesting, rather than pro-rata annual vesting, better aligns an executive’s compensation interests with the longer-termlong-term business strategies and tactics of the Company over the vesting period. The Compensation Committee also believes that cliff-vesting (in addition to our performance vesting requirements and conditions), reduces the motivation to engage in short-term strategies that may increase the Company’s share price in the near term but may not create the best foundation for maximizing long-term stockholdershareholder value. The long-term vesting requirement is therefore also considered a disincentiveintended to discourage excessive risk taking by management, as any adverse consequences of such risks would be reflected in the value of the equity awards by the time those awards vest.Accordingly, all restricted share awards granted to executives since fiscal 2012 provide for a multi-year cliff vesting period that is generally at least three years (in addition to our performance vesting requirements and conditions). 36 61 Accordingly, all outstanding restricted share awards granted to our NEOs provide for a multi-year cliff vesting period that is generally at least three years and is subject to satisfying the applicable performance vesting requirements.   Retirement, Health and Welfare Benefits and Other PerquisitesPerquisites. . Our executive officers are entitled to participate in the employee benefit plans made available to our employees generally, including medical, dental, vision, group life, disability, accidental death and dismemberment insurance and our 401(k) Retirement Plan and the ESOP. We provide vacation and paid holidays to our executive officers. We provide additional medical benefits to our named executive officers pursuant to supplemental health insurance plans that cover certain medical expenses not covered by our primary health insurance plan available to our employees generally. We also provide certain of our executive officers with a leased car, car allowance, long-term care insurance and/or additional life insurance not available to our employees generally. We provide these perquisites to Messrs. Kramer, Mehmel, Harris and Kaplan pursuant to the terms of their respective employment agreements and as a means to retain their services. We also reimburse Mr. Mehmel for certain financial, investment, estate planning, tax and insurance consulting services. See the Summary Compensation Table for details regarding the value of perquisites received by our executive officers. Nonqualified Deferred Compensation Plan We also provide Mr. Krameradopted a Company car and driver pursuantNonqualified Deferred Compensation Plan (the “NDCP”) for a select group of eligible employees of Griffon Corporation, including the NEOs, that became effective as of October 1, 2020. Under the NDCP, each participating employee is permitted to defer up to 8% of such employee’s “excess” compensation for any plan year. “Excess” compensation means cash compensation in excess of the Internal Revenue Code (“IRC”) limit on compensation that can be taken into account under our qualified 401(k) Plan (the limit is $305,000 for calendar year 2022), subject to a maximum of such excess compensation in any given year equal to the termsdifference between $2,000,000 and the IRC compensation limit for that plan year. We will match 50% of Mr. Kramer’sthe amount a participant defers into the NDCP, and so the aggregate matching contribution amount for a plan year will not exceed 4% of the participant’s excess compensation for that plan year. Participants’ elective deferrals are fully vested at all times; matching contributions are 50% vested after two years of service and 100% vested after three years of service, subject to accelerated vesting if a participant dies or becomes disabled, or upon a change in control. This is the same vesting schedule as under our 401(k) plan. All of our current executive officers have over three years of service and therefore are fully vested in their matching contributions. Participants are permitted to choose from a variety of investment options for their elective deferrals and matching contributions. Participants can elect for distributions to commence within 30 days after (a) termination of employment, agreement;or (b) twelve or twenty-four months after termination of employment, and can elect to receive either a single lump sum cash payment or a series of substantially equal installments over a three, five or ten year period. See the table included under the section titled “Nonqualified Deferred Compensation Plan in 2022” on page 76 for details regarding the employee and employer contributions made to the extent Mr. Kramer utilizes this serviceNDCP during fiscal 2022, as well as certain other information, for personal use,each of the value is reflected in the Summary Compensation Table.NEOs. Employee Stock Ownership PlanPlan. . The Company has maintained an Employee Stock Ownership Plan (“ESOP”) since 1983. All of our U.S. employees who work 1,000 or more hours per year (a “Year of Service”), including our NEOs, are eligible to participate in the ESOP, except those who are members of a collective bargaining unit. Approximately 76% of our employees are in the U.S.; and of those, approximately 73% participate in the ESOP. Annual contributions are made to the ESOP in such amounts as the Company’s Board of Directors may determine in its discretion, although the Company will at a minimum make contributions sufficient to permit the ESOP to remit the scheduled debt repayments on its outstanding loan from the Company (discussed below). Contributions to the ESOP are invested primarily in the Company’s common stock. 62 The ESOP, through its trustee, currently Wells Fargo Bank, N.A.Principal Financial Services, Inc. (the “Trustee”), may borrow funds for the purpose of purchasing Company common stock. In March 2019, a previously outstanding loan from a third-party bank to the ESOP was refinanced with an internal loan from the Company. The internal loan is secured by the shares purchased with the proceeds from such borrowings are held in a suspense account as collateral for the loan.loan (including the shares purchased with that portion of the previously outstanding loan from the third-party bank that was refinanced with the internal loan). When payments of principal and interest on such athe loan isare made, athe number of shares of such Company common stock acquired through such loan (based on the portion of principal and interest paid) are released from the suspense account and allocated to eligible participants at the end of the applicable plan year. Eligible participants are those employees who (i) are employed by the Company on the last day of the plan year and have completed a Yearat least one year of Service inservice prior to the end of the plan year, or (ii) terminated employment during the plan year due to attainment of age 65, death or disability during the plan year. Generally, the number of shares allocated to a participant for a plan year is based on the ratio of the participant’s compensation for the plan year to the total compensation for the plan year of all eligible participants. Participants vest in the contributions made on their behalf over time and become 100% vested after two Yearsyears of Service.service. No contributions are required of, nor accepted from, any employee. Historically, the amount of the Company’s annual contributions to the ESOP have solely been the amount necessary to satisfy the ESOP’s obligations for such plan year with respect to the ESOP’s outstanding third party loans.loan. The ESOP currently has a loan agreement outstanding,from Griffon to the proceeds of which were used to purchase our common stock. The loan is guaranteed by Griffon andESOP is being repaid in quarterly installments through March 2020 (with a balloon payment due at maturity).December 2028. As of November 30, 2018,2022, the ESOP had outstanding borrowings of $34.7$14.8 million, and there were 5,608,5014,953,323 shares of common stock in the ESOP, of which 3,131,1163,928,681 were allocated to participant accounts and 2,477,3851,024,642 were unallocated and held in the suspense account.unallocated. The Trustee is considered the stockholdershareholder for the purpose of exercising all owners’ and stockholders’shareholders’ rights with respect to the Company’s common stock held in the ESOP, except for voting 37 rights. Subject to the Trustee’s fiduciary duties with respect to the ESOP, the Trustee will vote the shares held by the ESOP as follows:   • ● shares that have been allocated to a participant’s ESOP account (whether vested or unvested) for which voting instructions have been received are voted in accordance with such instructions;   •   ● shares that have been allocated to a participant’s ESOP account for which voting instructions have not been received are voted in the same proportions as those votes cast by participants who have submitted voting instructions; and   •   ● shares that have not been allocated to a participant’s account are voted in the same proportions as those votes cast with respect to shares allocated to participants’ accounts. Employment Agreements In March 16, 2008, we entered into an employment agreement with Ronald J. Kramer, pursuant to which he became our Chief Executive Officer effective April 1, 2008. We entered into an amendment to this agreement with Mr. Kramer on each of February 3, 2011, and December 12, 2013.2013, April 28, 2022 and November 14, 2022. Pursuant to the terms of the employment agreement, as amended, Mr. Kramer’s term of employment continues for three years from the date on which either party gives notice that the term of employment will not be further renewed. The employment agreement provided an initial annual base salary to Mr. Kramer of $775,000, which is subject to discretionary increases. Under the employment agreement, Mr. Kramer received grants of restricted stock that have now vested and is eligible for an annual cash bonus as determined by the Compensation Committee. Mr. Kramer is also entitled to receive severance payments upon termination of his employment under certain circumstances, as more fully described below under “Potential Payments Upon Termination or Change in Control.” 63 On December 7, 2012, we entered into an employment agreement with Robert F. Mehmel, pursuant to which he became our President and Chief Operating Officer effective December 10, 2012. We entered into an amendment to this agreement with Mr. Mehmel on November 14, 2022. Under the employment agreement, as amended, Mr. Mehmel’s initial term of employment was four years, and now automatically renews for successive one yearone-year periods unless either party provides appropriate180 days’ notice of non-renewal to the other party. We provided an initial annual base salary to Mr. Mehmel of $700,000 per annum, which is subject to discretionary increases. Mr. Mehmel is eligible for an annual cash bonus as determined by the Compensation Committee, with a target bonus amount not less than 100%, and a maximum potential bonus amount not less than 200%, of Mr. Mehmel’s base salary. We also provided a grant of 300,000 performance-based restricted shares to Mr. Mehmel as an inducement grant necessary to recruit him, which has nowsince vested. Upon termination of his employment under certain circumstances, Mr. Mehmel is also entitled to certain severance payments, as more fully described below under “Potential Payments Upon Termination or Change in Control.” On June 1, 2015 and July 30, 2015, we entered into an offer letter and severance agreement, respectively, with Brian G. Harris, pursuant to which he became our Senior Vice President and Chief Financial Officer effective August 1, 2015. We entered into an amendment to the severance agreement with Mr. Harris on each of April 28, 2022 and November 14, 2022. Pursuant to these agreements,the offer letter and the severance agreement, as amended, Mr. Harris’ employment is on an at-will basis, and the terms of his severance agreement automatically renew for successive one-year periods unless either party provides appropriate90 days’ notice of non-renewal to the other party. The offer letter provided for Mr. Harris to receive an initial annual base salary of $340,000, subject to discretionary increases. Mr. Harris is eligible for an annual cash bonus, with a target of 50% of base salary. Under his severance agreement, Mr. Harris is entitled to receive severance payments upon termination of his employment under 38 certain circumstances, as more fully described below under “Potential Payments Upon Termination or Change in Control.” On April 27, 2010, we entered into an employment agreementoffer letter and severance agreement with Seth L. Kaplan, pursuant to which he became our Senior Vice President, General Counsel and Secretary effective on May 17, 2010. We entered into an amendment to the severance agreement with Mr. Kaplan on each of April 28, 2022 and November 14, 2022. Pursuant to these agreements,the offer letter and the severance agreement, as amended, Mr. Kaplan’s employment is on an at-will basis, and the terms of his severance agreement automatically renew for successive one-year periods unless either party provides appropriate90 days’ notice of non-renewal to the other party. The employment agreement provided for Mr. Kaplan to receive an initial annual base salary of $312,500, subject to discretionary increases. Mr. Kaplan is eligible for an annual cash bonus with a target of 50% of base salary. Pursuant to his employment agreement, Mr. Kaplan received a restricted stock grant of 40,000 shares of common stock, which has nowsince vested. Under his severance agreement, Mr. Kaplan is entitled to receive severance payments upon termination of his employment under certain circumstances, as more fully described below under “Potential Payments Upon Termination or Change in Control.” The amendments referred to above, dated April 28, 2022, were made to ensure consistency among the severance arrangements with our named executive officers relating to the payment of a pro-rata bonus for the year of an executive’s termination (the “Pro Rata Bonus”) upon certain terminations of employment occurring within two years following a change in control. The April 28, 2022 amendment to Mr. Kramer’s employment agreement provides that Mr. Kramer’s Pro Rata Bonus be equal to a pro rata portion of the greater of the total bonus received in the immediately preceding year and the “Target Bonus” (with “Target Bonus” being defined as 150% of Mr. Kramer’s current salary). This is consistent with similar provisions in the agreements we have with our other NEOs. The April 28, 2022 amendments also provide for payment of the Pro Rata Bonus, and related payments due in the event of certain terminations of employment occurring within two years following a change in control, to be made within 10 days following the date on which the executive’s release of claims becomes effective. 64 The amendments referred to above, dated November 14, 2022, were made to ensure consistency regarding continuation of health and medical benefits following certain terminations of employment occurring within two years following a change in control. The November 14, 2022 amendment to Mr. Kramer’s employment agreement provides that Mr. Kramer will be entitled to continued coverage under the Company’s medical and health plans until December 31 of the second calendar year following the year of termination; this is consistent with similar provisions in the agreements we have with our other named executive officers. The November 14, 2022 amendments also clarify the wording relating to the circumstance constituting “good reason” based on a reduction in bonus opportunity, to reflect that our executive cash bonus program now consists of both a short-term (annual) and long-term component (at the time each of the NEOs’ severance arrangements were originally entered into, the executive cash bonus program consisted only of an annual bonus opportunity). Finally, the November 14, 2022 amendments provide that all excise tax calculations and any possible related reduction in payments, in connection with a change in control, shall be made by the expert firm retained by the Company, and that such calculations and determinations shall be conclusive and binding absent manifest error. With respect to the agreements described above, each of Messrs. Kramer, Mehmel, Kaplan and Harris has agreed to customary non-competition and non-solicitation provisions that extend for post-termination periods of twelve to eighteen months, as well as customary terms regarding the protection and confidentiality of our trade secrets, proprietary information and technologies, designs and inventions. With respect to terminations of employment following a change in control, a “change in control” is generally defined in these agreements to include, among other events, the acquisition by a person or entity of more than 30% of the voting securities of our Company, the current Board of Directors no longer constituting a majority of the Board (directors approved by the existing Board will be considered a part of the current Board), and certain merger or sale of assets transactions. Pursuant to the agreements described above, we provide certain perquisites to our named executive officers, as described above under ““Retirement, Health and Welfare Benefits and Other Perquisites”Perquisites” and as reflected in the Summary Compensation Table. Stock Ownership Guidelines In November 2010, we adopted stock ownership guidelines whichthat require that our executive officers acquire, over time, and retain, a certain number of shares of our common stock. These stock ownership guidelines were amended in 2012. Under the Company’s stock ownership guidelines, as amended:   • ● the target number of shares for compliance is stated in a dollar amount   •   ● the executive is required, within three years of the adoption of the policy (or, for future executive officers, within three years of assuming such position with the Company), to reach the target dollar value through ownership of shares of common stock and to retain the target amount of shares until termination of service   •   ● the target dollar value is as follows: Position   Target Dollar Value CEO   5x Salary COO   4x Salary CFO   3x Salary Other Executive Officers   2x Salary Business Unit Presidents   2x Salary 39   • ● until the target dollar value has been reached, the executive must retain all “net” shares received under any Company equity compensation program (“net” shares means all shares net of taxes and, in the case of options, exercise price)   •   ● testing for compliance is done quarterly 65   •   ● once the executive holds the target dollar value as of a testing date, he is deemed to be in compliance with the policy so long as he continues to hold at least the number of shares he held as of that testing date   •   ● the following shares count toward reaching the applicable guideline amount:   — restricted shares granted under our equity incentive plans   —   — shares held by an investment fund or other investment vehicle with which the executive is affiliated   —   — shares held by a parent, child or grandchild of the executive, or by a trust or other entity established for any such family members, so long as the executive retains the power to dispose of the shares   • ● if an executive fails to be in compliance within the applicable three yearthree-year period, this can be considered by the Compensation Committee in determining future equity awards Under these guidelines, each of our executive officers, and business unit presidents, holds shares with a value greater than the applicable target dollar value. If, at the end of the initial three-year period, an executive does not hold shares with the requisite target value, he is restricted from selling any shares received under our equity plans (net of shares that may be used to pay taxes and, in the case of options, exercise price). We monitor compliance with the guidelines on a periodic basis. Our Stock Ownership Guidelinesstock ownership guidelines apply to directors as well, as described below in the discussion of director compensation. We amended our stock ownership guidelines in March 2022 to increase the value of shares of Griffon common stock expected to be acquired by each director (from three times to four times the base annual retainer fee); this amendment also lengthens the time after joining the board by which a new director is expected to acquire such value of shares, from three years to four years. Mr. Kramer, our Chief Executive Officer, holds over 2,000,000 shares of our common stock directly, which is well in excess of his target number of shares under our stock ownership guidelines of over 400,000.160,000. Mr. Kramer acquired a substantial portion of his over 2,000,000 shares through investment of his personal assets. Policy Against Pledging and Hedging Company Securities Our Policy on Insider Trading prohibits our directors, officers, business unit Presidents and certain other key employees from (i) pledging company securities, (ii) engaging in hedging or monetization transactions that allow the person to lock in the value of his company security holdings, and (iii) purchasing company securities on margin or holding company securities in a margin account. Because these types of activities could result in a sale of company securities at a time when the director or employee has material, inside information, or could create a situation in which a director or employee owns company securities without the full risks and rewards of ownership, our Board believes it prudent to prohibit our directors, officers and key employees from entering into these types of transactions. All directors and officers have indicated they are in compliance with this policy. Clawback Policy; Potential Impact on Compensation from Executive Misconduct Under our Incentive-Based Compensation Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under U.S.United States securities laws, the Company shall be entitled to recover (and shall seek to recover), from our executive 40 officers, any excess incentive-based compensation received by our executive officers during the three yearthree-year period prior to the date on which we are required to prepare the restatement. This policy applies to both equity-based and cash compensation awards. The “excess compensation” is the difference between the actual amount that was paid, and the amount that would have been paid if the financial statements were prepared properly in the first instance. As one means of enforcing the Clawback Policy, we have added a clawback provision to the form of agreement used for equity grants to our executive officers. 66 In addition, if the Board or an appropriate committee of the Board determines that an officer has engaged in fraudulent or intentional misconduct, we are authorized to take action to remedy the misconduct, prevent its recurrence, and impose appropriate discipline on the individual who engaged in the misconduct. Discipline would vary depending on the facts and circumstances, and may include termination of employment and initiating an action for breach of fiduciary duty. These remedies are in addition to any other remedies available to us or imposed by law enforcement agencies, regulators or other authorities. Tax Implications Internal Revenue Code Section 162(m) prevents publicly traded companies from receiving a tax deduction on certain compensation in excess of $1 million for each covered executive officer in any taxable year. Until 2018, compensation that was “performance-based” under the Internal Revenue Code’s definition was exempt from this limit. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, and one of its provisions eliminated the “performance-based” exception for deducting compensation in excess of $1 million under Section 162(m). In addition, under prior tax law, an individual would no longer be considered a “covered executive” under Section 162(m) if the individual was no longer classified as a named executive officer; however, under the new tax law, once a person is identified as a named executive officer, he will then permanently be considered to be a covered executive (and therefore subject to the $1 million deductibility limit)limit even after such individual is no longer a named executive officer). The new tax law provides that certain compensation arrangements that were subject to a binding agreement between the Company and the executive as of November 2, 2017 are “grandfathered,” and thus the performance-based exception continues to apply to such arrangements. We believe that all of our outstanding performance-based restricted stock grants meet the grandfather requirements, and therefore that all compensation expense relating to our outstanding performance-based restricted stock grants will be deductible without limitation. We do not believe that any of our other outstanding compensation arrangements fall within the grandfather exemption. Our policy with respect to compensation paid to our covered executive officers is that compensation will generally be designed consistent with our compensation philosophy and with the intent of providing appropriate incentives to attract, retain, motivate and reward our executives. Although the Compensation Committee will consider the tax impact of compensation to our executives and to the Company when designing our compensation programs, non-deductible compensation will be paid to covered executives when our Compensation Committee determines that providing such compensation is in the best interests of the Company. The Compensation Committee believes that each executive should be responsible for the taxes payable with respect to such executive’s compensation. As stated above, the Compensation Committee has established a policy against providing tax gross-ups to executives, 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 named executive officers.NEOs. 67 41 EQUITY COMPENSATION PLAN INFORMATION The following sets forth information relating to our equity compensation plans as of September 30, 2018:2022:               Plan Category   (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (2)   (b) Weighted- average exercise price of outstanding options, warrants and rights (2)   (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1)       350,000       $   20.00         1,145,834   Equity compensation plans not approved by security holders       —         —         —     (1) Plan Category   (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) — — 835,122 Equity compensation plans not approved by security holders — — — (1) Excludes restricted shares and restricted stock units issued in connection with our equity compensation plans; as of September 30, 2018, 2,849,8282022, 3,703,567 unvested shares of restricted stock havehad been awarded under our equity compensation plans and remainremained subject to certain forfeiture conditions. The total reflected in column (c) includes shares available for grant as any type of equity award under the 2016 Equity Incentive Plan. (2) A stock option to purchase 350,000 shares at an exercise price of $20.00 expired on October 1, 2018. COMPENSATION COMMITTEE REPORT Compensation Committee Report We have reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018.2022. Compensation Committee* Jerome L. Coben Lacy M. Johnson Cheryl L. Turnbull (Chair) * Compensation Committee Henry A. Alpert (Chairman) Blaine V. Fogg Rear Admiral Robert G. Harrison (USN Ret.) Cheryl L. Turnbull* * Ms. TurnbullMr. Johnson became a member of the Compensation Committee, and Ms. Turnbull become Chair of the Compensation Committee, on July 31, 2018. March 3, 2022. 68 42 Summary Compensation Table The following table sets forth all compensation for the fiscal years ended September 30, 2018, 20172022, 2021 and 20162020 awarded to or earned by our principal executive officer, principal financial officer and each of our other executive officers. We refer to these individuals as our “named executive officers” or “NEOs.”                               Name and Principal Position   Year   Salary ($)   Bonus ($)(1)   Stock Awards ($)(2)   Non-Equity Incentive Plan Compensation ($)(3)   All Other Compensation ($)(4)   Total($) Ronald J. Kramer       2018         1,046,013         2,250,000         5,256,000         5,509,939         317,994         14,379,946   Chairman and Chief Executive Officer       2017         1,015,550         —         6,328,800         4,623,373         299,444         12,267,167         2016         985,983         —         3,088,800         5,091,872         249,793         9,416,448   Robert F. Mehmel       2018         920,399         1,125,000         1,752,000         1,377,485         145,361         5,320,245   President and Chief Operating       2017         845,050         —         2,109,600         1,155,843         140,451         4,250,944   Officer       2016         780,000         —         1,158,300         1,272,968         77,012         3,288,280   Brian G. Harris       2018         401,042         806,000         600,010         —         99,549         1,906,601   Senior Vice President       2017         379,200         360,000         549,994         —         78,701         1,367,895   and Chief Financial Officer       2016         348,500         325,000         450,003         —         56,352         1,179,855   Seth L. Kaplan       2018         384,375         726,000         549,999         —         105,335         1,765,729   Senior Vice President,       2017         372,550         335,000         549,994         —         90,655         1,348,199   General Counsel and Secretary       2016         358,550         315,000         550,007         —         35,894         1,259,451     Name and Principal Position   Year   Salary ($)   Stock Awards ($)(1)   Non-Equity Incentive Plan Compensation ($)   All Other Compensation ($)(3)   Total($) Ronald J. Kramer   2022     1,177,295       3,637,347       9,066,667 (2)     407,659       14,288,968   Chairman and Chief Executive Officer   2021     1,143,005       9,601,339       8,526,667       427,386       19,698,397       2020     1,109,714       7,150,500       7,466,667       405,784       16,132,665                                                 Robert F. Mehmel   2022     1,045,023       1,818,673       2,266,667 (2)     224,339       5,354,702   President and Chief Operating Officer   2021     1,014,586       2,889,340       2,131,667       179,095       6,214,688       2020     985,035       2,383,500       1,866,667       139,092       5,374,294                                                 Brian G. Harris   2022     498,709       650,011       816,667 (2)     144,310       2,109,697   Senior Vice President   2021     474,961       973,334       771,667       119,957       2,339,919   and Chief Financial Officer   2020     452,344       600,003       746,667       95,820       1,894,834                                                 Seth L. Kaplan   2022     455,886       599,997       816,667 (2)     142,477       2,015,027   Senior Vice President,   2021     441,237       923,323       771,667       119,232       2,255,459   General Counsel and Secretary   2020     421,532       549,993       746,667       99,387       1,817,579   (1) (1) In the case of Messrs. Kramer and Mehmel, reflects the cash transaction bonus paid in recognition of the extraordinary result obtained, and efforts expended, in connection with the sale of Griffon’s Clopay Plastics business to Berry Global, Inc. for $475,000,000 in cash on February 6, 2018. With respect to Messrs. Harris and Kaplan, includes annual cash bonuses in respect of fiscal year 2018 of $456,000 and $426,000, respectively, and cash transaction bonuses paid relating to the sale of the Clopay Plastics business of $350,000 and $300,000, respectively. (2) Represents the aggregate grant date fair value of shares of restricted stock granted to the NEO during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. These amounts do not correspond toreflect the actual value that will eventually be realized by the NEO.NEO at the time the award becomes vested. For additional information regarding the assumptions madeused in calculating these amounts, see Note 12,15, “Stockholders’ Equity and Equity Compensation,” to the consolidated financial statements, and the discussion under the heading “ACCOUNTING POLICIES AND PRONOUNCEMENTS—Stock-Based Compensation” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, each included in our Annual Report on Form 10-K for the year ended September 30, 2018. 2022.   (3) (2) Represents the amounts paid to Messrs. Kramer and Mehmel under our 2016 Performance Bonus Plan. For Mr. Kramer, the amount is composed of $2,895,652 paid with respect to the long-term performance period October 1, 2015 through September 30, 2018, and $2,614,287 paid with respect to the short term performance period October 1, 2017 through September 30, 2018. For Mr. Mehmel, the amount is composed of $723,913 paid with respect to the long-term performance period October 1, 2015 through September 30, 2018, and $653,572 paid with respect to the short term performance period October 1, 2017 through September 30, 2018. For information regarding the determination of these amounts, see “Compensation Discussion and Analysis—Elements of Executive Compensation—2018 Annual Cash Incentive Bonuses” and “Compensation Discussion and Analysis—Elements of Executive Compensation—2018 Long-Term Cash Incentive Bonuses.” Plan as follows:     Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Amount paid with respect to the long-term performance period October 1, 2018 through September 30, 2021          $ 5,400,000                $ 1,350,000                $ 450,000                $ 450,000       Amount paid with respect to the short-term performance period October 1, 2020 through September 30, 2021   $ 3,666,667     $ 916,667     $ 366,667     $ 366,667   Total   $ 9,066,667     $ 2,266,667     $ 816,667     $ 816,667   For information regarding determination of the amounts described in this footnote, see “Compensation Discussion and Analysis—Elements of Executive Compensation—2022 Annual Cash Incentive Bonuses,” and “Compensation Discussion and Analysis—Elements of Executive Compensation—2022 Long-Term Cash Incentive Bonuses.” 69   (4)   (3) All Other Compensation in fiscal 20182021 includes (a) $93,303, $50,789, $26,612, and $38,696the following benefits paid by us for life insurance and long term care policies on Messrs. Kramer, Mehmel, Harris and Kaplan, respectively; (b) our contributions under a 401(k) Retirement Plan of $11,000, $11,000, $9,250, and $9,250 for each of Messrs. Kramer, Mehmel, Harris and Kaplan, respectively; (c) expenses paid by us related to automobile use in the amounts of $144,545, $37,090, $33,945 and $27,826 for each of Messrs. Kramer, Mehmel, Harris and Kaplan, respectively (which for Mr. Kramer includes an amount allocated to reflect the personal use by Mr. Kramer of a driveror provided by the Company); (d) $58,198, $20,703, $19,063 and $19,063 paid by us for supplemental medical benefits for each of Messrs. Kramer, Mehmel, Harris and Kaplan, respectively; (e) Company contributions in the amounts of $10,948, $9,969, $10,679 and $10,520 allocated under our ESOP on behalf of Messrs. Kramer, Mehmel, Harris and Kaplan, respectively; and (f) $15,810 paid by us to reimburse Mr. Mehmel for certain financial, investment, estate planning, tax and insurance consulting fees. Company: 43     Ronald J. Kramer   Robert F. Mehmel   Brian G. Harris   Seth L. Kaplan Life insurance/long-term care insurance policies   $ 169,732     $ 44,526     $ 26,818            $ 38,849   401(k) Retirement Plan—company contributions          $ 12,200                $ 12,200         $ 12,200         $ 12,200       Nonqualified Deferred Compensation Plan—company contributions   $ 67,710     $ 59,593     $ 22,560     $ 20,845   Personal automobile use   $ 59,854     $ 39,080     $ 32,201     $ 20,399   Supplemental medical benefits   $ 69,175     $ 26,192     $ 22,192     $ 22,192   Contributions allocated under our ESOP   $ 28,988     $ 26,748     $ 28,339     $ 27,992   Financial, investment, estate planning, tax and insurance consulting fees     —     $ 16,000       —       —   Total   $ 411,712     $ 224,339            $ 144,310     $ 142,477   70 Grants of Plan-Based Awards-Fiscal 20182022                                                   Name   Grant Date   Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards(1)   All Other Stock Awards: Number of Shares of Stock or Units (#)(1)   All Other Option Awards: Number of Securities Under- lying Options (#)   Exercise or Base Price of Option Awards ($/Sh)   Grant Date Fair Value of Stock and Option Awards ($)       Threshold ($)   Target ($)   Maxi- mum ($)   Thres- hold (#)   Target (#)   Maxi- mum (#) Ronald J. Kramer       —         1,050,000         2,100,000         3,466,667 (2)         —         —         —         —         —         —         —       Chairman and Chief           1,200,000         2,600,000         4,000,000 (3)         —         —         —         —         —         —         —       Executive Officer               1,500,000         (4)                                           12/20/17                     288,000         360,000         396,000 (5)                     5,256,000 (5)       Robert F. Mehmel       —         262,500         525,000         866,667 (2)         —         —         —         —         —         —         —       President and Chief           300,000         650,000         1,000,000 (3)                                   Operating Officer               750,000         (4)                                           12/20/17         —         —         —         96,000         120,000         132,000 (5)         —         —         —         1,752,000 (5)       Brian G. Harris       11/14/17         —         —         —         —         28,986 (6)         —         —         —         —         600,010 (6)       Senior Vice               250,000         (4)                                   President and Chief                                                 Financial Officer                                                 Seth L. Kaplan       11/14/17         —         —         —         —         26,570 (6)         —         —         —         —         549,999 (6)       Senior Vice               200,000         (4)                                   President, General                                                 Counsel and Secretary                                                           Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards(1)   Grant Date Fair Value of Name   Grant Date   Threshold ($)   Target ($)   Maxi- mum ($)   Thres- hold (#)   Target (#)   Maxi- mum (#)   Stock and Option Awards ($) Ronald J. Kramer         1,050,000       2,100,000       3,666,667 (2)                                 Chairman and Chief Executive Officer         1,800,000       3,600,000       5,400,000 (3)                                   3/10/22(4)                             37,846       75,691       151,382       1,424,855       3/10/22(5)                             37,846       75,691       151,382       2,212,492                                                                 Robert F. Mehmel         262,500       525,000       916,667 (2)                                 President and Chief Operating Officer         450,000       900,000       1,350,000 (3)                                   3/10/22(4)                             18,923       37,846       75,691       712,427       3/10/22(5)                             18,923       37,846       75,691       1,106,246                                                                 Brian G. Harris         105,000       210,000       366,667 (2)                                 Senior Vice President and Chief Financial Officer         180,000       360,000       540,000 (3)                                   11/15/21(6)                                     22,562               650,011                                                                 Seth L. Kaplan         105,000       210,000       366,667 (2)                                 Senior Vice President, General Counsel and Secretary         180,000       360,000       540,000 (3)                                                                                               11/15/21(6)                                     20,826               599,997   (1) (1) Dividends paid on shares underlying a restricted stock award that are declared during the period such award is outstanding and unvested are paid to the executive if and when, and to the extent, that such restricted stock award vests.   (2) Represents annualshort-term (annual) cash bonus award opportunities under the 2016 Performance Bonus Plan (based on certain EBITDA and working capital performance levels) for the fiscal year ended September 30, 2018. 2022.   (3) Represents long-term cash bonus award opportunities established by the Committee under the 2016 Performance Bonus Plan (based on the Company’s aggregate “Core EPS”)Core EPS, free cash flow and EBITDA of Hunter Fan Company) for the period commencing October 1, 20172021 and ending September 30, 2020. For purposes2024. See “Compensation Discussion and Analysis—Performance Criteria” on page 48 for a description of the award, “Core EPS” means the fully diluted earnings per sharehow Core EPS, free cash flow and EBITDA of theHunter fan 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. determined.   (4) Represents long-term cash bonus award opportunities established by the Committee under the 2016 Performance Bonus Plan for the period commencing October 1, 2017 and ending September 30, 2019. These cash bonuses will be paid if, and only if, the aggregate consolidated EBITDA of the ClosetMaid business for the period October 1, 2017 to September 30, 2019 is at least $50 million. (4) (5) On December 20, 2017 Messrs. Kramer and Mehmel were grantedRepresents awards with a target amount of 360,000 and 120,000 shares, respectively, of performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on December 20, 202131, 2024 if the Company achieves a closing stock price of $25.08 for a period of 30 consecutive trading days during the period commencing December 20, 2017 and ending December 20, 2021 (the “performance period”). In addition, the number of shares is subject to up to a ten percent increase, and up to a twenty percent decrease, based on the total shareholder return (“TSR”) of the Company comparedCompany’s common stock (the “Company TSR”) during the period March 10, 2022 to December 31, 2024 (the “Performance Period”) is at the TSR performance50th percentile of the TSRs of all company stockscompanies that are in the Russell 2000 duringIndex throughout the performance period.Performance Period. If the Company TSR is at the 25th percentile, the threshold number of shares will vest, and if Company TSR is at or above the 75% percentile, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if the Company TSR is between the 25th and 50th percentile or between the 50th and 75th percentile. If the Company TSR is below the 25th percentile, the entire grant will be forfeited. This award is subject to earlier vesting at target in the event of death, disability or a termination by the Company without cause (or by the executive for good reason) within 24 months after a change in control of the Company; and in the event of a termination without cause (or by the executive for good reason) other than within 24 months after a change of control, the award is subject to early vesting on a pro rata basis (but only tovesting at the extentend of the stock price performance condition has been met toperiod based upon the portion of the performance period that had elapsed as of the date of termination). such termination and the Company TSR achieved during the entire Performance Period. 44 71   (6)   On November 14, 2017, Messrs. Harris and Kaplan received(5) Represents awards of 28,986performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on December 31, 2024 if the Company achieves average return on invested capital of 9.4% for the three calendar years 2022, 2023 and 26,5702024 (“Average ROIC”). If Average ROIC is 7.5%, the threshold number of shares respectively,will vest, and if Average ROIC is at or above 11.3%, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if Average ROIC is between the threshold and target level or between the target and maximum level. If Average ROIC is below the threshold level, the entire grant will be forfeited. This award is subject to earlier vesting at target in the event of death, disability or a termination by the Company without cause (or by the executive for good reason) within 24 months after a change in control of the Company; and in the event of a termination without cause (or by the executive for good reason) other than within 24 months after a change of control, the award is subject to pro rata vesting at the end of the performance period based upon the portion of the performance period that had elapsed as of the date of such termination and the Average ROIC achieved during the entire Performance Period. (6) Represents awards of performance-based restricted stock that vest in full, subject to the executive’s continued employment, on November 30, 20202024 if, and only if, Company consolidated EBITDA is equal to or greater than $181.9$324.4 million in at least one of fiscal 2018, 20192022 or 2020.equal to or greater than $357.8 million in fiscal 2023 or 2024. If the EBITDA performance condition is not attained, the restricted shares will be forfeited. These restricted shares are subject to earlier vesting if, within two years after a change in control (i) the executive is terminated without cause or due to death or disability, or (ii) the executive leavesresigns for good reason. 72 Outstanding Equity Awards at Fiscal 20182022 Year-End The following table sets forth information with respect to the outstanding equity awards of the named executive officers as of September 30, 2018.                                       Name   Options Awards   Stock Awards   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(7)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) Ronald J. Kramer       350,000         —         —       $   20.00         10/1/18         298,667 (1)         4,823,472 (1)         288,000 (2)         4,651,200 (2)   Chairman and Chief                                   288,000 (3)         4,651,200 (3)   Executive Officer                                     Robert F. Mehmel       —         —         —         —         —         112,000 (1)         1,808,800 (1)         96,000 (2)         1,550,400 (2)   President and Chief                                   96,000 (3)         1,550,400 (3)   Operating Officer                                     Brian G. Harris       —         —         —         —         —         26,072 (4)         421,063 (4)         28,986 (5)         468,124 (5)   Senior Vice                           27,295 (6)         440,814 (6)           President and Chief Financial Officer                                     Seth L. Kaplan       —         —         —         —         —         31,866 (4)         514,636 (4)         26,570 (5)         429,106 (5)   Senior Vice                           27,295 (6)         440,814 (6)           President, General Counsel and Secretary                                     (1) On January 29, 2016 Messrs. Kramer and Mehmel were granted awards with a target amount of 400,000 and 150,000 shares, respectively, of performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 29, 2020 if the Company achieves a closing stock price of $25.00 for a period of 30 consecutive trading days during the period commencing January 29, 2016 and ending January 29, 2020 (the “performance period”), and as to 50% of the target amount of shares if the Company achieves a closing stock price of $22.00 for a period of 30 consecutive trading days during the performance period. Interpolation will be used to determine the number of shares to vest in the event the highest 30 consecutive trading day price is between $22.00 and $25.000. In addition, the number of shares is subject to up to a ten percent increase, and up to a twenty percent decrease, based on the performance of the Company’s stock price compared to that of the Russell 2000 during the performance period. On January 30, 2017 the Committee certified the achievement of the performance criteria with respect to 298,667 and 112,000 shares granted to Mr. Kramer and Mr. Mehmel, respectively. 45 2022.       Stock Awards Name     Number of Shares or Units of Stock That Have Not Vested (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)(9)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10) Ronald J. Kramer   288,000(1)   8,501,760(1)         Chairman and Chief Executive Officer   182,203(2)   5,378,633(2)             288,000(3)   8,501,760(3)             360,000(4)   10,627,200(4)                     37,846(5)   1,117,214(5)             37,846(6)   1,117,214(6)                   Robert F. Mehmel   96,000(1)   2,833,920(1)         President and Chief Operating Officer   45,551(2)   1,344,666(2)             96,000(3)   2,833,920(3)             120,000(4)   3,452,400(4)                     18,923(5)   558,607(5)             18,923(6)   558,607(6)                   Brian G. Harris   27,211(7)   803,269(7)         Senior Vice President and Chief Financial Officer   18,220(2)   537,854(2)             27,498(8)   811,741(8)             22,562(9)   666,030(9)                           Seth L. Kaplan   24,943(7)   736,317(7)         Senior Vice President, General Counsel and Secretary   18,220(2)   537,854(2)             25,206(8)   744,081(8)             20,826(9)   614,784(9)         (1) (2) On January 30, 2017December 20, 2018 Messrs. Kramer and Mehmel were granted awards with a target amount of 360,000 and 120,000 shares, respectively, of performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 30, 2021December 20, 2022 if the Company achieves a closing stock price of $30.00 for a period ofat least $12.72 on 30 consecutive trading days during the period commencing January 30, 2017December 20, 2018 and ending January 30, 2021. In addition,December 20, 2022. However, the number of shares that ultimately vest is also subject to up to a ten percent increase, and up to a twenty percent decrease, based on the total shareholder return (“TSR”) of the Company compared to the TSR performance of all company stockscompanies in the Russell 2000 during this four yearfour-year period. Therefore,On May 1, 2019 the minimum (threshold) numberCommittee certified the achievement of sharesthe stock price performance criteria, such that could vest under these grants would, at a minimum, vest with respect to Messrs. Kramer and Mehmel are 288,000 and 96,000 of the total shares respectively. granted to Mr. Kramer and Mr. Mehmel, respectively, subject to the executive’s continued employment. 73   (3)   (2) On December 20, 201717, 2020 Messrs. Kramer, Mehmel, Harris and Kaplan were granted awards of 182,203, 45,551, 18,220 and 18,220 restricted shares, respectively, that vest in full, subject to the executive’s continued employment, on December 17, 2023. (3) On January 27, 2021 Messrs. Kramer and Mehmel were granted awards with a target amount of 360,000 and 120,000 shares, respectively, of performance-based restricted stock that will vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on December 20, 2021January 27, 2025 if the Company achieves a closing stock price of $25.08 for a period ofat least $26.18 on 30 consecutive trading days during the period commencing December 20, 2017January 27, 2021 and ending December 20, 2021. In addition,January 27, 2025. However, the number of shares that ultimately vest is also subject to up to a ten percent increase, and up to a twenty percent decrease, based on the total shareholder return (“TSR”) of the Company compared to the TSR performance of all company stockscompanies in the Russell 2000 during this four yearfour-year period. Therefore,On May 1, 2019 the Committee certified the achievement of the stock price performance criteria, such that these grants would, at a minimum, vest with respect to 288,000 and 96,000 of the total shares granted to Mr. Kramer and Mr. Mehmel, respectively, subject to the executive’s continued employment. (4) On January 30, 2020 Messrs. Kramer and Mehmel were granted awards with a target amount of 450,000 and 150,000 shares, respectively, of performance-based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on January 30, 2024 if the Company achieves a closing stock price of at least $26.46 on 30 consecutive trading days during the period commencing January 30, 2020 and ending January 30, 2024. However, the number of shares that ultimately vest is also subject to up to a ten percent increase, and up to a twenty percent decrease, based on the total shareholder return (“TSR”) of the Company compared to the TSR performance of all companies in the Russell 2000 during the period January 30, 2024 through December 31, 2023. On September 27, 2022, the Committee certified the achievement of the stock price performance criteria, such that these grants would, at a minimum, vest with respect to 360,000 and 450,000 of the total shares granted to Mr. Kramer and Mr. Mehmel, respectively, subject to the executive’s continued employment. (5) On March 10, 2022, Messrs. Kramer and Mehmel were granted awards with a target amount of 75,691 and 37,846 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on December 31, 2024 if the Company’s TSR during the period March 10, 2022 to December 31, 2024 (the “Performance Period”) is at the 50th percentile of the TSRs of all companies that are in the Russell 2000 Index throughout the Performance Period. If the Company TSR is at the 25th percentile, the threshold number of shares will vest, and if Company TSR is at or above the 75% percentile, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if the Company TSR is between the 25th and 50th percentile or between the 50th and 75th percentile. If the Company TSR is below the 25th percentile, the entire grant will be forfeited. The minimum (threshold) number of shares that could vest under these grants to Messrs. Kramer and Mehmel, are 288,000subject to achievement of the threshold performance level, is 37,846 and 96,00018,923 shares, respectively.   (4) (6) On March 10, 2022, Messrs. Kramer and Mehmel were granted awards with a target amount of 75,691 and 37,846 shares, respectively, of performance based restricted stock that vest, subject to the executive’s continued employment, as to 100% of the target amount of shares on December 31, 2024 if the Company achieves average return on invested capital of 9.4% for the three calendar years 2022, 2023 and 2024 (“Average ROIC”). If Average ROIC is 7.5%, the threshold number of shares will vest, and if Average ROIC is at or above 11.3%, the maximum number of shares will vest; linear interpolation will be used to determine the number of shares that vest if Average ROIC is between the threshold and target level or between the target and maximum level. If Average ROIC is below the threshold level, the entire grant will be forfeited. The minimum (threshold) number of shares that could vest under these grants to Messrs. Kramer and Mehmel, subject to achievement of the threshold performance level, is 37,846 and 18,923 shares, respectively.   (7) On November 11, 2015,January 30, 2020 Messrs. Harris and Kaplan received awards of 26,072 shares27,211 and 31,86624,943 shares, respectively, of performance-based restricted stock. On November 13, 2018,December 8, 2020, the Committee certified the achievement of the performance criteria with respect to these restricted sharestock awards; thethese awards vested on November 30, 2018. (5) On November 14, 2017 Messrs. Harris and Kaplan received awards of 28,986 and 26,570 shares, respectively, of performance-based stock thatwill vest, subject to the executive’s continued employment, on November 30, 2020 if, and only if, Company consolidated EBITDA is equal to or greater than $181.9 million in at least one of fiscal 2018, 2019 or 2020. If the performance target is not achieved, the restricted shares will be forfeited. 2022.   (6) (8) On November 15, 2016January 27, 2021 Messrs. Harris and Kaplan each received an awardawards of 27,29527,498 and 25,206 shares, respectively, of performance-based restricted stock. On November 13, 2018,15, 2021, the Committee certified the achievement of the performance criteria with respect to these restricted sharestock awards; thethese awards will vest, subject to the executiveexecutive’s continued employment, on November 30, 2019. 2023.   (7) (9) On November 15, 2021 Messrs. Harris and Kaplan received awards of 22,562 and 20,826 shares, respectively, of performance-based restricted stock. On November 16, 2022, the Committee certified the achievement of the performance criteria with respect to these restricted stock awards; these awards will vest, subject to the executive’s continued employment, on November 30, 2024.   (10) The value reflected is based upon the closing price per share of the common stock of $16.15$29.52 on September 28, 2018. 30, 2022. 74 Option Exercises and Stock Vested in Fiscal 20182022 The following table sets forth information with respect to the number of options and shares of restricted stock granted to the named executive officers in previous years that were exercised or vested during the fiscal year ended September 30, 2018,2022, as well as the value of the stock on the exercise or vesting date.                   Name   Option Awards   Stock Awards   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)(1) Ronald J. Kramer       —         —         —         —   Chairman and Chief Executive Officer                 Robert F. Mehmel       —         —         100,000         2,335,000 (2)   President and Chief Operating Officer                 Brian G. Harris       —         —         18,000         373,500 (3)   Senior Vice President and Chief Financial Officer                 Seth L. Kaplan       —         —         44,000         913,000 (4)   Senior Vice President, General Counsel and Secretary                       Stock Awards Name     Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)(1) Ronald J. Kramer   373,781   9,295,933(2) Chairman and Chief Executive Officer         Robert F. Mehmel   124,594   3,098,653(2) President and Chief Operating Officer         Brian G. Harris   49,342   1,298,188(3) Senior Vice President and Chief Financial Officer         Seth L. Kaplan   45,230   1,190,001(3) Senior Vice President, General Counsel and Secretary         (1) (1) Value is based on the closing price of Griffon common stock on the date of vesting. 46   (2) Represents the value of 100,000373,781 shares and 124,594 shares of restricted stock granted on January 28, 2015, which shares vestedthe vesting date of December 20, 2021; the closing price of Griffon common stock on November 30, 2017. such date was $24.87.   (3) Represents the value of 18,00049,342 shares and 45,230 shares of restricted stock granted on the vesting date of November 11, 2014, which shares vested30, 2021; the closing price of Griffon common stock on November 13, 2017. such date was $26.31. Nonqualified Deferred Compensation Plan in 2022 Under the NDCP, eligible employees of Griffon Corporation, including our NEOs, may defer up to 8% of their cash compensation that is in excess of the statutory contribution limits applicable to our 401(k) Plan, up to a certain limit. We match 50% of a participant’s contributions to the NDCP. Participants’ elective deferrals are fully vested at all times; matching contributions are 50% vested after two years of service and 100% vested after three years of service. All of our NEOs have over three years of service and therefore are fully vested in all matching contributions at all times. Participants are permitted to choose from a variety of investment options for investing their elective deferrals and matching contributions. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Retirement, Health and Welfare Benefits and Other Perquisites” for additional information. 75   (4)   Represents the value of 44,000 shares of restricted stock granted on November 11, 2014, which shares vested on November 13, 2017. All of our NEOs participated in the NDCP in 2022.       Executive Contributions in Fiscal 2022     Company Contributions in Fiscal 2022     Aggregate earnings in Fiscal 2022     Aggregate balance at September 30, 2022 Ronald J. Kramer   $135,420   $67,710   $(49,562)   $348,249 Chairman and Chief Executive Officer                 Robert F. Mehmel   $119,187   $59,593   $(30,966)   $257,814 President and Chief Operating Officer                 Brian G. Harris   $45,121   $22,560   $(17,073)   $112,164 Senior Vice President and Chief Financial Officer                 Seth L. Kaplan   $41,689   $20,845   $(14,497)   $106,275 Senior Vice President, General Counsel and Secretary                 Potential Payments Upon Termination or Change in Control As described above under the section entitled “COMPENSATION DISCUSSION AND ANALYSIS—“Compensation Discussion and Analysis—Employment Agreements,” we have entered into employment agreements with Ronald J. Kramer, our Chief Executive Officer, and Robert F. Mehmel, our President and Chief Operating Officer, and severance agreements with Brian G. Harris, our Senior Vice President and Chief Financial Officer, and Seth L. Kaplan, our Senior Vice President, General Counsel and Secretary. These agreements provide for certain post-employment severance payments and other post-termination benefits in the event of employment termination under certain circumstances. The following tables provide estimates of the potential severance and other post-termination benefits that Mr. Kramer, Mr. Mehmel, Mr. Harris and Mr. Kaplan would be entitled to receive assuming their respective employment was terminated as of September 30, 20182022 for the reason set forth in each of the columns. As discussed above under the section entitled “Compensation Discussion and Analysis—Tax Implications,” we do not provide any tax gross-ups in connection with the compensation arrangements, including any severance or change in control payments, for our named executive officers. 76 Ronald J. Kramer                   Benefit   Termination Due to Death   Termination Due to Disability   Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control   Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)       —       $   1,051,115       $   2,102,230       $   3,153,345   Bonus (2)       —       $   5,214,591       $   10,429,182       $   17,143,773   Pro-Rata Bonus (3)       —       $   1,576,673         —         —   Accelerated Restricted Stock Vesting (4)     $   18,088,000       $   18,088,000       $   4,846,957 (5)       $   18,088,000   Value of health benefits provided after termination (6)       —       $   48,255       $   48,255       $   48,255   Modified 280G Cutback       —         —         —         — (7)                     Totals     $    18,088,000       $    25,978,634       $    17,426,624       $    38,433,373   Benefit     Termination Due to Death     Termination Due to Disability     Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control     Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)           —           $ 1,183,038               $ 2,366,076              $ 3,549,114   Bonus (2)       —       $ 8,526,667       $ 17,053,334       $ 25,580,001   Pro-Rata Bonus (3)       —       $ 1,774,557         —       $ 8,526,667   Accelerated Restricted Stock Vesting (4)     $ 44,385,829       $ 44,385,829       $ 22,864,899 (5)     $ 44,385,829   Dividend Vesting (6)     $ 4,198,091       $ 4,198,091       $ 2,235,374       $ 4,198,091   Value of health benefits provided after termination (7)       —       $ 88,618       $ 88,618       $ 115,613   Modified 280G Cutback (8)       —         —         —         —   Totals     $ 48,583,920       $ 60,156,800       $ 44,608,301       $ 86,355,315   (1) (1) Upon a termination due to disability, Mr. Kramer is entitled to an amount equal to one timeshis base salary, payable in 12 monthly installments. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months after a Change in Control, Mr. Kramer is entitled to an amount equal to two times base salary, payable in 12 monthly installments. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case within 24 months after a Change in Control, Mr. Kramer is entitled to a lump sum payment equal to three times his base salary.   (2) Upon a termination due to disability, Mr. Kramer is entitled to an amount equal to the highest bonus received by Mr. Kramer over the three-year period prior to the assumed termination date of September 30, 2018,2022, payable in 12 monthly installments. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months after a Change in Control, Mr. Kramer is entitled to an amount equal to two times such highest bonus, payable in 12 monthly installments. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case within 24 months after a Change in Control, Mr. Kramer is entitled to a lump sum payment equal to three times such 47 highest bonus. The highest bonus received by Mr. Kramer over the three years prior to the year ending September 30, 2022 was $8,526,667.   highest bonus. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case following a Change in Control, Mr. Kramer is also entitled to payment of the long-term cash bonus award with respect to the performance of the ClosetMaid business for the period October 1, 2017 through September 30, 2019 (as described in the Compensation Discussion and Analysis under the heading “ClosetMaid Bonus Program”, and in note 4 to the table of Grants of Plan-Based Award–Fiscal 2018). If the Plastics transaction bonus awarded to Mr. Kramer in May 2018 of $2,250,000 is added to the bonuses paid to Mr. Kramer of $2,895,652 with respect to the long-term performance period fiscal 2016 through fiscal 2018 and $2,614,287 with respect to the short term performance period fiscal 2018, this results in a total fiscal 2018 bonus amount of $7,759,939; this total bonus amount would then be used in the calculation of the payments in the “Bonus” row in the chart above if Mr. Kramer’s employment were terminated on a future date under circumstances as described in this footnote (2). (3) (3) Upon a termination due to disability, Mr. Kramer is entitled to receive a pro-rata bonus based on an assumed target bonus equal to 150% of his then current salary for the year in which such termination occurs. Because the assumed termination date occurs on the last day of the fiscal year, the bonus reflected above is 150% of his full salary for the fiscal year. Such amount would be paid in a lump sum. Mr. Kramer may also be entitled to a pro-rata bonus in the event of a resignation for Good Reason or termination by the Company without Cause prior to or afterother than within 24 months following a Change in Control; however, such pro-rata bonus would only be payable to the extent that the applicable performance targets were attained and the Compensation Committee did not exercise its negative discretion to reduce such bonus. Accordingly, such bonus is not set forth in the table above. In the event of a resignation for Good Reason or termination by the Company without Cause, in each case, within 24 months following a Change in Control, Mr. Kramer is entitled to receive a pro-rata portion of the greater of the actual bonus that Mr. Kramer received for the most recently completed fiscal year and Mr. Kramer’s target bonus. Because Mr. Kramer’s bonus for the 2021 fiscal year exceeds his target bonus for the 2022 fiscal year, and because the assumed termination date occurs on the last date of the 2021 fiscal year, the bonus reflected above is the full amount of Mr. Mehmel’s bonus for the 2021 fiscal year. Such amount would be paid in a lump sum. If Mr. Kramer’s $5,509,939 bonus for fiscal year 20182022 had been used, in the calculation, the amount included above would be $5,509,939. $9,066,667.   (4) Upon a termination due to death or disability at any time, Mr. Kramer’s restricted stock awards will vest at target level. The value provided above is calculated based on a value of $16.15 per share, the closing price of the Company’s common stock on the last trading day of the 2018 fiscal year. Theperformance-based restricted stock awards granted to Mr. Kramer on January 29, 2016,December 20, 2018, January 30, 20172020, January 27, 2021 and December 20, 2017March 10, 2022 will vest at target levels, and the time-based restricted stock award granted on December 17, 2020 will vest in full. Such performance-based restricted stock awards will also vest at target levels, and the time-based restricted stock award granted on December 17, 2020 will vest in full, if Mr. Kramer’s employment is terminated within 24 months followingafter a Change in Control by the Company without Cause or by Mr. Kramer for Good Reason, and, therefore,Reason. The values provided above are reflected incalculated based on a value of $29.52 per share, the table above atclosing price of the target level. Company’s common stock on September 30, 2022.   (5) No portion of Mr. Kramer’s January 29, 2016,December 20, 2018, January 30, 20172020 or December 20, 2017January 27, 2021 restricted stock awards will vest upon Mr. Kramer’s resignation for Good Reason or a termination by the Company without Cause, in each case prior toother than within 24 months following a Change in Control, unless certain minimum performance conditions have been satisfied (as described above under the section entitled “COMPENSATION DISCUSSION AND ANALYSIS—Elements of Executive Compensation—Equity-based Compensation”). With respect to each of Mr. Kramer’s December 20, 2018 and January 27, 2021 restricted stock awards, the performance conditions have been satisfied with respect to 288,000 shares, and with respect to Mr. Kramer’s January 29, 201630, 2020 restricted stock award, the performance conditions have been satisfied with respect to 298,667 shares, 80 percent360,000 shares. Each of whichthese grants would vest pro rata (for each grant, based upon the portion of the performance period that has elapsed with respect to such grant multiplied by the number of shares with respect to which the performance conditions have been satisfied for such grant) upon Mr. Kramer’s resignation for Good Reason or a termination by the Company without Cause, in each case prior toother than 77 within 24 months after a Change in Control. The valueIn addition, upon Mr. Kramer’s resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months after a Change in Control, (i) Mr. Kramer’s December 17, 2020 time-based restricted stock award would immediately vest pro rata based on the portion of the vesting period that has elapsed at the time of such termination, and (ii) both March 10, 2022 performance-based restricted stock awards would vest pro-rata (based upon the portion of the performance period elapsed at the time of such 80 percenttermination), with the vesting of each such March 10, 2022 award taking into account the 298,667 shares that would be earned onextent to which the assumedapplicable performance goal is achieved once the performance period has ended. Assuming a termination date of September 30, 2022, the pro-rata portion of shares granted under Mr. Kramer’s December 20, 2018, January 30, 2020 and January 27, 2021 restricted stock awards for which the performance conditions were satisfied are 272,033, 240,000 and 120,197 shares, respectively; the pro rata portion of shares granted under Mr. Kramer’s December 17, 2020 time-based restricted stock award is 46,258; and, assuming performance at target levels, the pro rata portion of shares granted under Mr. Kramer’s March 10, 2022 awards (in the aggregate) is 30,070. The value of these shares is reflected in the table above. With respect to Mr. Kramer’s January 30, 2017 and December 20, 2017 restrictedabove based on a value of $29.52 per share, the closing price of the Company’s common stock awards, because the minimum performance conditions were not satisfied as ofon September 30, 2017, no amount is included in the table above for such awards. 2022.   (6) Represents the value of dividends that have been accrued by the Company with respect to unvested shares of restricted stock held by Mr. Kramer, which dividends only become payable upon the lapse of restrictions relating to the applicable number of shares of common stock.   The value of such benefits are determined based on the present value of the total estimated cost of providing health benefits to (7) Mr. Kramer and his eligible dependents will be provided health benefits (i) for 18 months after Mr. Kramer’sfollowing his resignation for Good Reason or termination of employment due to disability, by the Company without Cause, in each case other than within 24 months after a Change in Control or by Mr. Kramera termination for disability that occurs at any time; and (ii) until December 31 of the second year following termination of employment in the case of a resignation for Good Reason. Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control. The amounts set forth above represent the present value of the estimated cost of providing such health benefits.   (7) (8) Mr. Kramer’s benefits and payments are subject to a modified cutback to eliminate any excise tax payable under section 4999 of the Code if the net after-tax amount (taking into account all applicable taxes payable by Mr. Kramer) that Mr. Kramer would receive with respect to such payments or benefits does not exceed the net after-tax amount Mr. Kramer would receive if the amounts of such payments and benefits were reduced to the maximum amount which could otherwise be payable to Mr. Kramer without the imposition of the excise tax. In respect of a termination occurring as of September 30, 2018,2022, Mr. Kramer’sKramer would receive a greater benefit by receiving such benefits and payments would not be subject to anand paying the excise tax under Section 4999 of the Code.than by having such benefits and payments reduced. Accordingly, no cut-back would be imposed. 48 Robert F. Mehmel                   Benefit   Termination Due to Death   Termination Due to Disability   Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control   Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)       —       $   699,764       $   1,399,529       $   2,332,548   Bonus (2)       —         —       $   1,866,230       $   3,860,383   Pro-Rata Bonus (3)     $   933,019       $   933,019         —       $   1,155,843   Accelerated Restricted Stock Vesting     $   6,298,500 (4)       $   6,298,500 (4)       $   1,722,950 (5)       $   6,298,500 (6)   Value of health benefits provided after termination (7)       —       $   27,308       $   48,255       $   64,324   Modified 280G Cutback       —         —         —         — (8)                     Totals     $    7,231,519       $    7,958,591       $    5,036,964       $    13,711,598   Benefit     Termination Due to Death     Termination Due to Disability     Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control     Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)           —           $ 787,591              $ 1,575,182              $ 2,625,303   Bonus (2)       —         —       $ 3,299,599       $ 5,499,331   Pro-Rata Bonus (3)     $ 1,050,121       $ 1,050,121         —       $ 2,131,667   Accelerated Restricted Stock Vesting (4)     $ 15,534,693       $ 15,534,693       $ 7,757,396 (5)     $ 15,534,693   Dividend Acceleration (6)     $ 1,458,466       $ 1,458,466       $ 757,154       $ 1,458,466   Value of health benefits provided after termination (7)       —       $ 51,377       $ 88,618       $ 115,613   Modified 280G Cutback (8)       —         —         —       $ (4,118,310 ) Totals     $ 18,043,280       $ 18,882,248       $ 13,447,949       $ 23,246,762   (1) (1) Upon a termination due to disability, Mr. Mehmel is entitled to nine month’s salary continuation, payable in nine monthly installments. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months after a Change in Control, Mr. Mehmel is entitled to 18 month’s salary continuation, payable in 18 monthly installments. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case within 24 months after a Change in Control, Mr. Mehmel is entitled to a lump sum payment equal to two and a half times his base salary.   (2) Upon a resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control, of the Company, Mr. Mehmel will receive a lump sum paymentan amount equal to one and a half times the average of the threetotal annual bonuses Mr. Mehmel received in the three years prior to his assumed termination date.date, such amount to be paid in 18 equal monthly installments. Upon a resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control, of the Company, Mr. Mehmel is entitled to a lump sum payment equal to two and a half times the average of such three bonuses. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case following a Change in Control, Mr. Mehmel is also entitled to payment of the long-term cash bonus award with respect to the performance of the ClosetMaid business for the period October 1, 2017 through September 30, 2019 (as described in the Compensation Discussion and Analysis under the heading “ClosetMaid Bonus Program”, and in note 4 to the table of Grants of Plan-Based Award–Fiscal 2018). If the Plastics transaction bonus awarded to Mr. Mehmel in May 2018 of $1,125,000 is added to the bonuses paid to Mr. Mehmel of $723,913 with respect to the long-term performance period fiscal 2016 through fiscal 2018 and $653,572 with respect to the short term performance period fiscal 2018, this results in a total fiscal 2018 bonus amount of $2,502,485; this total bonus amount would then be used in thesuch bonuses. The calculation of the payments in the “Bonus” row in the charttable above ifreflects the inclusion of a one-time performance bonus of $750,000 paid based on the performance of the ClosetMaid business during the period October 1, 2017 to September 30, 2019 (as part of Mr. Mehmel’s employment were terminated on a future date under circumstances as described in this footnote (2)2019 bonus). 78   (3)   (3) Upon a termination due to death or disability, Mr. Mehmel is entitled to receive a pro-rata bonus based on hisan assumed target bonus of 100% of his then current salary for the year in which such termination occurs. Because the assumed termination date occurs on the last date of the fiscal year, the bonus reflected above is his full target bonus for the fiscal year. Such amount would be paid in a lump sum. Upon a termination within 24 months after a Change in Control by Mr. Mehmel for Good Reason or by the Company without Cause, Mr. Mehmel is entitled to receive a pro-rata bonus based on the higher of Mr. Mehmel’s target bonus for the year in which such termination occurs or the total bonus earned for the preceding fiscal year. Because Mr. Mehmel’s bonus for the 20172021 fiscal year exceeds his target bonus for the 20182022 fiscal year, and because the assumed termination date occurs on the last date of the 20182021 fiscal year, the bonus reflected above is the full amount of Mr. Mehmel’s bonus for the 20172021 fiscal year. Such amount would be paid in a lump sum.   (4) Upon a termination due to death or disability at any time, the performance-based restricted stock awards granted to Mr. Mehmel on January 29, 2016,December 20, 2018, January 30, 20172020, January 27, 2021 and December 20, 2017March 10, 2022 will vest at target levels.levels, and the time-based restricted stock award granted on December 17, 2020 will vest in full. Such performance-based restricted stock awards will also vest at target levels, and the time-based restricted stock award granted on December 17, 2020 will vest in full, if Mr. Mehmel’s employment is terminated within 24 months after a Change in Control by the Company without Cause or by Mr. Mehmel for Good Reason. The valuevalues provided above isare calculated based on a value of $16.15$29.52 per share, the closing price of the Company’s common stock on the last trading day of the 2018 fiscal year. September 30, 2022.   (5) No portion of Mr. Mehmel’s January 29, 2016,December 20, 2018, January 30, 20172020 or December 20, 2017January 27, 2021 restricted stock awards will vest upon Mr. Mehmel’s resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months following a Change in Control, unless certain minimum performance conditions have been satisfied (as described above under the section entitled “COMPENSATION DISCUSSION AND ANALYSIS—Elements of Executive 49 Compensation—Equity-based Compensation”). With respect to each of Mr. Mehmel’s December 20, 2018 and January 29, 201627, 2021 restricted stock award,awards, the minimum performance conditions have been satisfied with respect to 112,00096,000 shares, 80 percentand with respect to Mr. Mehmel’s January 30, 2020 restricted stock award, the performance conditions have been satisfied with respect to 77,000 shares. Each of whichthese grants would vest pro rata (for each grant, based upon the portion of the performance period that has elapsed with respect to such grant multiplied by the number of shares with respect to which the performance conditions have been satisfied for such grant) upon Mr. Mehmel’s resignation for Good Reason or a termination by the Company without Cause, in each case prior toother than within 24 months after a Change in Control. The value of the pro-rata portion of such 80 percent of the 112,000 shares that would be earned on the assumed termination date of September 30, 2018 is reflected in the table above. With respect toIn addition, upon Mr. Mehmel’s January 30, 2017 and December 20, 2017 restricted stock awards, because the minimum performance conditions were not satisfied as of September 30, 2018, no amount is included in the table above for such awards. (6) Upon a resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months followingafter a Change in Control, (i) Mr. Mehmel’s December 17, 2020 time-based restricted stock award would immediately vest pro rata based on the portion of the vesting period that has elapsed at the time of such termination, and (ii) both March 10, 2022 performance-based restricted stock awards would vest pro-rata (based upon the portion of the performance period elapsed at the time of such termination), with the vesting of each such March 10, 2022 award taking into account the extent to which the applicable performance goal is achieved once the performance period has ended. Assuming a termination date of September 30, 2022, the pro-rata portion of shares granted tounder Mr. Mehmel on January 29, 2016,Mehmel’s December 20, 2018, January 30, 20172020, and January 27, 2021 restricted stock awards for which the performance conditions were satisfied are 90,678, 88,000 and 40,666 shares, respectively; the pro rata portion of shares granted under Mr. Mehmel’s December 20, 2017, will vest17, 2020 time-based restricted stock award is 27,123; and, assuming performance at target levels.levels, the pro rata portion of shares granted under Mr. Mehmel’s March 10, 2022 awards (in the aggregate) is 15,036. The value providedof these shares is calculatedreflected in the table above based on a value of $16.15$29.52 per share, the closing price of the Company’s common stock on the last trading day of the 2018 fiscal year. September 30, 2022.   (7) (6) Represents the value of dividends that have been accrued by the Company with respect to unvested shares of restricted stock held by Mr. Kramer, which dividends only become payable upon the lapse of restrictions relating to the applicable number of shares of common stock.   (7) Mr. Mehmel and his eligible dependents will be provided health benefits (i) for nine months following his termination of employment due to disability; (ii) for 18 months following his resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control; and (iii) until the earlier of December 31 of the second year following termination of employment and Mr. Mehmel’s commencing employment with another employer in the case of a resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control. The amounts set forth above represent the present value of the estimated cost of providing such health benefits.   (8) Mr. Mehmel’s benefits and payments are subject to a modified cutback to eliminate any excise tax payable under section 4999 of the Code if the net after-tax amount (taking into account all applicable taxes payable by Mr. Mehmel) that Mr. Mehmel would receive with respect to such payments or benefits does not exceed the net after-tax amount Mr. Mehmel would receive if the amounts of such payments and benefits were reduced to the maximum amount which could otherwise be payable to Mr. Mehmel without the imposition of the excise tax. In respect of a termination occurring as of September 30, 2018,2022, Mr. Mehmel’sMehmel would receive a greater benefit by having such benefits and payments would notreduced than by receiving such benefits and payments and paying the excise tax. The amount included above (which reduces the total for the column) is the amount by which such payments and benefits must be subjectreduced in order for Mr. Mehmel to anavoid paying the excise tax under Section 4999 of the Code. Accordingly, no cut-back would be imposed. tax. 79 Brian G. Harris                   Benefit   Termination Due to Death   Termination Due to Disability   Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control   Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)       —       $   202,125       $   606,375       $   1,010,625   Bonus       —         —         — (2)       $   1,066,667 (3)   Pro-Rata Bonus (4)     $   202,125       $   202,125         —       $   360,000   Accelerated Restricted Stock Vesting       —         —         —       $   1,330,001 (5)   Value of health benefits provided after termination (6)       —       $   18,997       $   48,255       $   64,324   Modified 280G Cutback       —         —         —       $   (925,192 )(7)                     Totals     $    202,125       $    423,247       $    654,630       $    2,906,425   Benefit     Termination Due to Death     Termination Due to Disability     Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control     Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)            —            $ 251,350               $ 754,049               $ 1,256,748   Bonus       —         —         — (2)     $ 2,083,899 (3) Pro-Rata Bonus (4)     $ 251,350       $ 251,350         —       $ 771,667   Accelerated Restricted Stock Vesting (5)     $ 537,854       $ 537,854       $ 320,257       $ 2,818,894   Dividend Vesting (6)     $ 47,372       $ 47,372       $ 28,207       $ 251,161   Value of health benefits provided after termination (7)       —       $ 36,052       $ 88,618       $ 115,613   Modified 280G Cutback (8)       —         —         —         —   Totals     $ 836,576       $ 1,123,977       $ 1,191,130       $ 7,297,982   (1) (1) Upon a termination due to disability, Mr. Harris is entitled to six month’s salary continuation, payable in six monthly installments. Mr. Harris is entitled to continuation of base salary for 18 months following his resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control. The base salary component of severance will be paid in 18 equal monthly installments. Mr. Harris is entitled to a lump sum payment equal to two and a half times base salary upon his resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control.   (2) Upon resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control of the Company, Mr. Harris will receive a lump sum payment equal to the bonus he would otherwise have been paid for the year of such termination. The amount of the bonus, if any, Mr. Harris would receive in the year of such termination is subject to the discretion of the Compensation Committee. Accordingly, no amount is 50 included above. If Mr. Harris’s $456,000Harris’ bonus of $816,667 for fiscal year 20182022 had been used in thethis calculation, the amount included above would be $456,000. $816,667.   (3) Upon resignation for Good Reason or termination by the Company without Cause, in each case within 24 months following a Change in Control, Mr. Harris is entitled to a lump sum payment equal to two and a half times the average annual bonuses paid to him in the three-year period immediately prior to such termination. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case following a Change in Control, Mr. Harris is also entitled to paymentThe calculation of the long-term cashpayments in the “Bonus” row in the table above reflects the inclusion of a one-time performance bonus award with respect toof $250,000 paid based on the performance of the ClosetMaid business forduring the period October 1, 2017 throughto September 30, 2019 (as described in the Compensation Discussion and Analysis under the heading “ClosetMaid Bonus Program”, and in note 4 to the tablepart of Grants of Plan-Based Award–Fiscal 2018). If the Plastics transaction bonus awarded to Mr. Harris in May 2018 of $350,000 is added to the bonus paid to Mr. Harris of $456,000 with respect to fiscal 2018, this results in a total fiscal 2018 bonus amount of $806,000; this total bonus amount would then be used in the calculation of the payment in the last column of the “Bonus” row in the chart above if Mr. Harris’ employment were terminated on a future date under circumstances as described in this footnote (3)2019 bonus).   (4) Upon termination due to death or disability, Mr. Harris is entitled to receive a pro-rata bonus based on hisan assumed target bonus of 50% of his then current salary for the year in which such termination occurs. Because the assumed termination date occurs on the last date of the fiscal year, the bonus reflected above is his full target bonus for the fiscal year. Such amount would be paid in a lump sum. Upon resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control, Mr. Harris is entitled to receive a pro-rata bonus based on the greater of Mr. Harris’sHarris’ target bonus for the year in which such termination occurs or the bonus earnedreceived for the precedingmost recently completed fiscal year. Because Mr. Harris’sHarris’ bonus for the 20172021 fiscal year exceeds his target bonus for the 20182022 fiscal year, and because the assumed termination date occurs on the last date of the 20182022 fiscal year, the bonus reflected above is the full amount of Mr. Harris’sHarris’ bonus for the 20172021 fiscal year. Such amount would be paid in a lump sum.   (5) Upon a termination due to death or disability at any time, Mr. Harris’ time-based restricted stock award granted on December 17, 2020 will vest in full and, unless such termination occurs within 12 months after a Change in Control, Mr. Harris’ performance-based stock awards would be forfeited. Upon a termination due to death or disability, a resignation for Good Reason or a termination by the Company without Cause, in each case, within 24 months after a Change in Control, all of Mr. Harris’sHarris’ unvested restricted stock awards will vest in full. InUpon a resignation for Good Reason or a termination by the Company without Cause, in each case other than within 24 months after a Change in Control, Mr. Harris’ December 17, 2020 time-based restricted stock award would vest pro-rata (based upon the amount wasportion of the vesting period that has elapsed at the time of such termination) and Mr. Harris’ performance-based stock awards would be forfeited. Assuming a termination date of September 30, 2022, the pro-rata portion of shares granted under Mr. Harris’ December 17, 2020 time-based restricted stock award is 10,849 shares. The values provided above are calculated based on a value of $16.15$29.52 per share, the closing price of the Company’s common stock on the last trading day of the 2018 fiscal year. September 30, 2022.   (6) Represents the value of dividends that have been accrued by the Company with respect to unvested shares of restricted stock held by Mr. Kramer, which dividends only become payable upon the lapse of restrictions relating to the applicable number of shares of common stock.   (7) Mr. Harris and his eligible dependents will be provided health benefits (i) for six months following his termination of employment due to disability; (ii) for 18 months following his resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in 80 Control; and (iii) until December 31 of the second calendar year following termination of employment in the case of a resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control. The amounts set forth above represent the present value of the estimated cost of providing such health benefits.   (7) (8) Mr. Harris’sHarris’ benefits and payments are subject to a modified cutback to eliminate any excise tax payable under section 4999 of the Code if the net-after tax amount (taking into account all applicable taxes payable by Mr. Harris) that Mr. Harris would receive with respect to such payments or benefits does not exceed the net after-tax amount Mr. Harris would receive if the amounts of such payments and benefits were reduced to the maximum amount which could otherwise be paid to Mr. Harris without the imposition of the excise tax. In respect of a termination occurring as of September 30, 2017,2022, Mr. HarrisHarris’ benefits and payments would receive a greater benefit by having such payments and benefits reduced rather than paying thenot be subject to an excise tax. The amount included above (which reduces the total for the column) is the amount by which such payments and benefits must be reduced in order for Mr. Harris to avoid paying the excise tax. If payments were calculated taking into consideration certificationtax under Section 4999 of the achievement of performance goals related to Mr. Harris’s November 11, 2015 and November 15, 2016 restricted stock grants (which certification occurred after the end of fiscal year 2018), thenCode. Accordingly, no cutback would apply and the amount set forth abovecut-back would be zero. imposed. 51 Seth L. Kaplan                   Benefit   Termination Due to Death   Termination Due to Disability   Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control   Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)       —       $   193,125       $   579,375       $   965,625   Bonus       —         —         — (2)       $   987,500 (3)   Pro-Rata Bonus (4)     $   193,125       $   193,125         —       $   335,000   Accelerated Restricted Stock Vesting       —         —         —       $   1,384,556 (5)   Value of health benefits provided after termination (6)       —       $   11,886       $   30,192       $   40,246   Modified 280G Cutback       —         —         —         — (7)                     Totals     $    193,125       $    398,136       $    609,567       $    3,712,927   Benefit     Termination Due to Death     Termination Due to Disability     Resignation for Good Reason or Termination by the Company Without Cause Prior to a Change in Control     Resignation for Good Reason or Termination by the Company Without Cause After a Change in Control Salary (1)             —            $ 229,055                $ 687,165               $ 1,145,275   Bonus       —         —         — (2)     $ 2,042,233 (3) Pro-Rata Bonus (4)     $ 229,055       $ 229,055         —       $ 771,667   Accelerated Restricted Stock Vesting (5)     $ 537,854       $ 537,854       $ 320,257       $ 2,633,036   Dividend Vesting (6)     $ 47,372       $ 47,372       $ 28,207       $ 234,516   Value of health benefits provided after termination (7)       —       $ 25,513       $ 62,712       $ 81,815   Modified 280G Cutback (8)       —         —         —         —   Totals     $ 814,281       $ 1,068,849       $ 1,098,341       $ 6,908,542   (1) (1) Upon a termination due to disability, Mr. Kaplan is entitled to six month’s salary continuation, payable in six monthly installments. Mr. Kaplan is entitled to continuation of base salary for 18 months following his resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control. The base salary component of severance will be paid in 18 equal monthly installments. Mr. Kaplan is entitled to a lump sum payment equal to two and a half times base salary upon his resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control.   (2) Upon a resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control of the Company, Mr. Kaplan will receive a lump sum payment equal to the bonus he would otherwise have been paid for the year of such termination. The amount of the bonus, if any, Mr. Kaplan would receive in the year of such termination is subject to the discretion of the Compensation Committee. Accordingly, no amount is included above. If Mr. Kaplan’s $426,000 bonus of $816,667 for fiscal year 20182022 had been used in thethis calculation, the amount included above would be $426,000. $816,667.   (3) Upon a resignation for Good Reason or termination by the Company without Cause, in each case within 24 months following a Change in Control, Mr. Kaplan is entitled to a lump sum payment equal to two and a half times the average annual bonuses paid to him in the three-year period immediately prior to such termination. Upon a resignation for Good Reason or a termination by the Company without Cause, in each case following a Change in Control, Mr. Kaplan is also entitled to paymentThe calculation of the long-term cashpayments in the “Bonus” row in the table above reflects the inclusion of a one-time performance bonus award with respect toof $200,000 paid based on the performance of the ClosetMaid business forduring the period October 1, 2017 throughto September 30, 2019 (as described in the Compensation Discussion and Analysis under the heading “ClosetMaid Bonus Program”, and in note 4 to the tablepart of Grants of Plan-Based Award–Fiscal 2018). If the Plastics transaction bonus awarded to Mr. Kaplan in May 2018 of $300,000 is added to the bonus paid to Mr. Kaplan of $426,000 with respect to fiscal 2018, this results in a total fiscal 2018 bonus amount of $726,000; this total bonus amount would then be used in the calculation of the payment in the last column of the “Bonus” row in the chart above if Mr. Kaplan’s employment were terminated on a future date under circumstances as described in this footnote (3)2019 bonus).   (4) Upon a termination due to death or disability, Mr. Kaplan is entitled to receive a pro-rata bonus based on hisan assumed target bonus of 50% of his then current salary for the year in which such termination occurs. Because the assumed termination date occurs on the last date of the fiscal year, the bonus reflected above is his full target bonus for the fiscal year. Such amount would be paid in a lump sum. Upon resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control, Mr. Kaplan is entitled to receive a pro-rata bonus based on the greater of Mr. Kaplan’s target bonus for the year in which such termination occurs or the bonus earnedreceived for the precedingmost recently completed fiscal year. Because Mr. Kaplan’s bonus for the preceding2021 fiscal year exceeds his target bonus for the 2022 fiscal year, in which such termination occurs and because the assumed termination date occurs on the last date of the 2022 fiscal year, the bonus reflected above is the full amount of Mr. Kaplan’s bonus for the preceding2021 fiscal year. Such amount would be paid in a lump sum.   (5) Upon a termination due to death or disability at any time, Mr. Kaplan’s time-based restricted stock award granted on December 17, 2020 will vest in full and, unless such termination occurs within 12 months after a Change in Control, Mr. Kaplan’s performance-based stock awards would be forfeited. Upon a termination due to death or disability, a resignation for Good Reason or a termination by the Company without Cause, in each case, within 24 months after a Change in Control, all of Mr. Kaplan’s unvested restricted stock awards will vest in full. InUpon a resignation for Good Reason or a termination by the Company without Cause, in each case 81 other than within 24 months after a Change in Control, Mr. Kaplan’s December 17, 2020 time-based restricted stock award would vest pro-rata (based upon the amount wasportion of the vesting period that has elapsed at the time of such termination) and Mr. Kaplan’s performance-based stock awards would be forfeited. Assuming a termination date of September 30, 2022, the pro-rata portion of shares granted under Mr. Kaplan’s December 17, 2020 time-based restricted stock award is 10,849 shares. The values provided above are calculated based on a value of $16.15$29.52 per share, the closing price of the Company’s common stock on the last trading day of the 2018 fiscal year. 52 September 30, 2022.   (6) Represents the value of dividends that have been accrued by the Company with respect to unvested shares of restricted stock held by Mr. Kramer, which dividends only become payable upon the lapse of restrictions relating to the applicable number of shares of common stock.   (7) Mr. Kaplan and his eligible dependents will be provided health benefits (i) for six months following his termination of employment due to disability; (ii) for 18 months following his resignation for Good Reason or termination by the Company without Cause, in each case other than within 24 months after a Change in Control; and (iii) until December 31 of the second calendar year following termination of employment in the case of a resignation for Good Reason or termination by the Company without Cause, in each case within 24 months after a Change in Control. The amounts set forth above represent the present value of the total estimated cost of providing such health benefits.   (7) (8) Mr. Kaplan’s benefits and payments are subject to a modified cutback to eliminate any excise tax payable under section 4999 of the Code if the net-after tax amount (taking into account all applicable taxes payable by Mr. Kaplan) that Mr. Kaplan would receive with respect to such payments or benefits does not exceed the net after-tax amount Mr. Kaplan would receive if the amounts of such payments and benefits were reduced to the maximum amount which could otherwise be paid to Mr. Kaplan without the imposition of the excise tax. In respect of a termination occurring as of September 30, 20182022, Mr. Kaplan’s benefits and payments would not be subject to an excise tax under Section 4999 of the Code. Accordingly, no cut-back would be imposed imposed. CEO Pay Ratio Applicable SEC rules require the disclosure of our median employee’s pay and the ratio of our CEO’s pay to the median employee’s pay. Mr. Kramer’s pay for fiscal 2018,2022, as indicated in our 20182022 Summary Compensation Table, was $14,379,946,$14,288,968, and the fiscal 20182022 pay of our median employee, determined in the manner set forth below, was $43,303.$53,347. The ratio of Mr. Kramer’s pay to our median employee’s pay as determined under applicable SEC rules is therefore 332:268:1. In determiningselecting the median employee, we used our global employment roster, other than our CEO, as of June 30, 2021. Pursuant to SEC rules, once we identify our median employee, we can generally use that median employee for three years, unless changes in our employee population or employee compensation arrangements would result in a significant change in our CEO pay ratio. In calculating our CEO pay ratio, we have continued to use the individual identified in 2021 as the median employee because we believe that any change to our actual median employee that would result from changes in our employee population or employee compensation arrangements would not result in a significant change in our CEO pay ratio. In identifying that median employee, we used annual taxable earnings for calendar year 20172020 as our compensation definition, which we gathered from payroll records. For any foreign country in which the latest period for which annual taxable earnings was calculated was not calendar year 2017,2020, we used the most recent annual period. We did not utilize cost-of-living adjustments. We annualized pay for permanent employees who commenced work during 2017. In addition, in selecting the median employee, we used our global employment roster (other than our CEO) as of June 30, 2018.2020. We did not exclude any employees in a foreign country. Our total number of employees as of the determination date was 7,222,7,449, with U.S. employees totaling 5,5815,563 and employees in a foreign country totaling 1,641.1,886. Approximately one-third of these employees are salaried and approximately two-thirds of these employees, including the person who was determined to be the median employee, are paid on an hourly basis. Our CEO pay ratio is a reasonable estimate calculated consistent with applicable SEC guidance governing the permitted use of estimates and adjustments. Directors’ Compensation In January 2018,March 2022, following consultation with our independent compensation consultant, we adopted a revised director compensation program to ensure that we compensatewith the goal of compensating our directors in line with market practice. Directors who are not our employees receive a base annual retainer fee of $50,000$70,000 and a fee of $1,500 for each Board of Directors meeting attended. Audit Committee members receive $2,500 for each committee meeting attended and members of each other committee receive $1,500 for each committee meeting attended. Our lead independent director receives an additional fee of $20,000$25,000 per annum. The chair of each of our audit, compensation, finance, and nominating and corporate governance committees receives an additional fee per annum of $20,000, $17,500, $15,000 $10,000 and $10,000,$15,000, respectively. The chair of the Committee on Strategic Considerations, a special committee formed to oversee the Company’s strategic alternatives process, receives an annual fee of $15,000. All of these fees are paid to our non-employee directors in cash. Directors who are employees are not eligible to receive director fees. 82 53 Upon initial election to the Board and atAt the time of the annual meeting of stockholders each year, each non-employee director receives a grant of restricted shares of our common stock with a value of $90,000, which$100,000. If a director is elected to the Board at any time other than at the annual meeting of stockholders, such director would receive a pro-rated grant. These restricted shares vest overin full after one year. In 2022, the annual grant to each of Mr. Grabowsky, Mr. Sullivan and Ms. Turnbull was increased by a periodvalue of three years$25,000 in equalrecognition of the substantial additional time and effort on the part of each of them preparing for and participating in numerous meetings in connection with the proxy contest related to the election of directors at the 2022 annual installments.meeting of shareholders. Our directors are subject to our stock ownership guidelines, which are described above, apply to our directors in the same manner as they apply to our executive officers.above. Each director is expected to acquire, within threefour years of joining the Board, shares of Griffon’s common stock equal in value to threefour times the base annual retainer fee. Under these guidelines, eachEach of our directors either holds shares with a value greater than the applicable target dollar value, or we believe will own such amount of shares within the specified threefour year period. The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended September 30, 2018.2022. Fiscal 20182022 Directors’ Compensation                   Name   Fees Earned or Paid in Cash ($)   Stock Awards ($)(5)   All Other Compensation ($)(6)   Total ($) Henry A. Alpert       92,000         90,004         —         182,004   Harvey R. Blau (1)       1,500         90,004         629,770         721,274   Thomas J. Brosig       78,000         90,004         —         168,004   Blaine V. Fogg       91,500         90,004         —         181,504   Louis J. Grabowsky       93,500         90,004         —         183,504   Bradley J. Gross (2)       60,500         90,004         —         150,504   Rear Admiral Robert G. Harrison       77,000         90,004         —         167,004   General Donald J. Kutyna       68,000         90,004         —         158,004   General Victor E. Renuart       63,500         90,004         —         153,504   Samanta Hegedus Stewart (3)       20,833         90,009         —         110,842   Kevin F. Sullivan       105,000         90,004         —         195,004   Cheryl L. Turnbull (4)       43,500         90,008         —         133,724   William H. Waldorf       73,500         90,004         —         163,504     Name     Fees Earned or Paid in Cash ($)     Stock Awards ($)(2)     Total ($)(3) Henry A. Alpert     125,500            99,993          225,493   Thomas J. Brosig     121,500       99,993       221,493   Jerome L. Coben     149,500       99,993       249,493   H. C. Charles Diao     85,000       99,993       184,993   Louis J. Grabowsky     144,000       125,003       269,003   Rear Admiral Robert G. Harrison     107,500       99,993       207,493   Lacy M. Johnson     113,500       99,993       213,493   General Victor E. Renuart     88,000       99,993       187,993   James W. Sight     129,500       99,993       229,493   Samanta Hegedus Stewart     103,000       99,993       202,993   Kevin F. Sullivan     149,500       125,003       274,503   Michelle L. Taylor     90,500       99,993       190,493   Cheryl L. Turnbull     138,500       125,003       263,503   William H. Waldorf (1)     21,500       —       21,500   (1) (1) After serving with distinction as Chairman of the Board for over thirty five years, twenty-five of which he also served as Chief Executive Officer, Mr. Blau passed away in January 2018. (2) Mr. Gross resignedWaldorf retired from the Board on June 19, 2018. He was nominated for election to the Board by an affiliate of Goldman Sachs pursuant to an Investment Agreement between Griffon and such Goldman Sachs affiliate. Mr. Gross resigned in accordance with the terms of the Investment Agreement upon the closing of a public equity offering pursuant to which such Goldman Sachs affiliate sold its shares of Griffon common stock. February 18, 2022.   (3) Ms. Stewart was elected to the Board effective as of September 4, 2018. (2) (4) Ms. Turnbull was elected to the Board effective as of May 2, 2018. (5) Represents the aggregate grant date fair value of shares of restricted stock granted to the director during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. The amounts in this column do not correspond to the actual value that will be realized by the director. For information regarding the assumptions made in calculating these amounts, see Note 12,15, “Stockholders’ Equity and Equity Compensation,” to the consolidated financial statements, and the discussion under the heading “ACCOUNTING POLICIES AND PRONOUNCEMENTS—Stock-Based Compensation” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, each included in our Annual Report on Form 10-K for the year ended September 30, 2018. 54 2022.       As of September 30, 2018, each non-employee director other than Ms. Stewart and Ms. Turnbull held 8,189 shares of restricted stock outstanding. Ms. Stewart and Ms. Turnbull held 4,932 and 4,523 shares of restricted stock outstanding, respectively, as of such date. (6) Mr. Blau was party to an agreement with the Company, dated July 1, 2001, pursuant to which Mr. Blau was obligated to consult with us and our senior executive officers regarding our businesses and operations. The consulting period was originally for a five year period expiring March 31, 2013. On February 3, 2011, we entered into an amendment extending the consulting period to April 1, 2016; and on January 28, 2015, we entered into an amendment extending the consulting period to April 1, 2021. In return for such consulting services, Mr. Blau earned an annual consulting fee equal to two-thirds of his salary at the time of his retirement from his position as Chief Executive Officer of the Company (which was adjusted periodically for cost of living increases) and continued to receive certain benefits he received as Chief Executive Officer. Accordingly, the table above reflects the following: (a) a consulting fee of $248,639; (b) expenses related to automobile use in the amount of $49,797, which includes an amount allocated to reflect the personal use by Mr. Blau of a car and driver provided by the Company for transport to and from business appointments; (c) club dues in the amount of $9,747; and (d) $321,587 paid by us for supplemental medical benefits. Under the July 1, 2001 agreement we also had an obligation to provide an insurance death benefit to Mr. Blau in the amount of $5 million, and we maintained certain insurance policies on Mr. Blau’s life, of which Griffon was the owner and beneficiary, as a means to satisfy this obligation; Griffon has collected the benefits under these policies. The net cost of maintaining these policies during fiscal 2018 was $222,000. In addition,2022, each of Messrs. Alpert, Brosig, Fogg,Harrison, Renuart and Sight, and Ms. Stewart, held 8,077 shares of restricted stock outstanding; each of Mr. Grabowsky, Harrison, Kutyna, Renuart, Stewart,Mr. Sullivan and Ms. Turnbull held 9,139 shares of restricted stock outstanding; each of Mr. Diao and Ms. Taylor held 4,246 shares of restricted stock outstanding; and Messrs. Johnson, Coben and Waldorf participate,held 9,461, 8,149 and Mr. Blau3,831 shares, respectively, of restricted stock outstanding. (3) During fiscal 2022, each of our non-employee directors participated in group life and accidental death and dismemberment policies maintained by us. Weus for our U.S. employees, for which we pay the group premiums;premiums. We also maintain a healthcare consulting service for our U.S. employees and offer our non-employee directors the opportunity to participate in this service at our cost. The total allocated cost for each such individual for the foregoing services is less than $1,000$5,000 per year.year (and is not reflected in this chart). 83 PROPOSAL 2 – ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION Summary We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their view regarding compensation to our named executive officers. 55 PROPOSAL 2—ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enables our stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with applicable SEC rules. Our compensation programs are designed to enable us to attract, motivate, reward and retain the management talent required to achieve corporate objectives, and thereby increase stockholder value. It is our policy to provide incentives to senior management to achieve both short-term and long-term objectives, to reward exceptional performance and contributions to the development of our businesses and to motivate our senior executives to balance risk and reward in the management of our businesses. Please see the section “Compensation Discussion and Analysis” and the related compensation tables above for additional details about our executive compensation programs, including information about the fiscal year 20182022 compensation of our named executive officers. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. We currently conduct an advisory vote on the compensation of our named executives annually and the next such stockholder advisory vote after our 20192023 Annual Meeting will take place at our 20202024 Annual Meeting. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2019 “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.” The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider the results of the vote in future compensation deliberations. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION APPROVING THE COMPENSATION OF OUR EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT 84 PROPOSAL 3 – FREQUENCY OF ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION Summary We are asking our stockholders to cast an advisory vote on how often we should include a “say-on-pay” proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting in which we must include executive compensation information. This proposal gives our stockholders the opportunity to express their view regarding whether we should hold a “say-on-pay” vote every year, every two years, or every three years. 56 The Dodd-Frank Act enables our stockholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on this Proposal 3, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years. After careful consideration of this Proposal, our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for Griffon. It believes that an advisory vote on “say on pay” every year represents the correct approach to receiving shareholder input regarding the compensation of our executive officers.   You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you cast your vote regarding this proposal. While this vote is advisory and non-binding in nature, it is the intention of the Board to take into consideration the preference of our shareholders when it adopts its policy regarding how frequently to seek an advisory vote on the compensation of our named executive officers. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR EXECUTIVE OFFICERS TO OCCUR EVERY YEAR 85 AUDIT COMMITTEE REPORT As required by its written charter, which sets forth its responsibilities and duties, the Audit Committee reviewed and discussed with management our audited financial statements as of and for the year ended September 30, 2018.2022. The Audit Committee reviewed and discussed with representatives of Grant Thornton LLP, our independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as amended.the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee has also received and reviewed the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP its independence. Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in our Annual Report on Form 10-K for the year ended September 30, 20182022 for filing with the Securities and Exchange Commission. The Audit Committee has also reviewed and discussed the fees paid to Grant Thornton LLP during the last fiscal year for audit and non-audit services, which are set forth below under “Audit and Related Fees”“Fees of Independent Registered Public Accounting Firm” and has considered whether the provision of the non-audit services is compatible with maintaining Grant Thornton LLP’s independence and concluded that it is.   The Audit CommitteeCommittee* Louis J. Grabowsky (Chairman) Thomas J. Brosig James W. Sight Kevin F. Sullivan Michelle L. Taylor * William H. Waldorf was a member of the Board and of the Audit Committee until his retirement from the Board as of the 2022 Annual Meeting of Shareholders. James W. Sight and Michelle L. Taylor became members of the Audit Committee on March 3, 2022. 86 PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Summary We are asking the stockholders to ratify the Audit Committee’s appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023. The Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm. Although the Company is not required to submit this matter to its stockholders for approval, the Board of Directors believes that its stockholders should have the opportunity to express their view regarding the appointment of the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome of this vote but will consider these voting results when selecting the Company’s independent auditor for fiscal year 2023. Grant Thornton LLP has audited our financial statements annually since 2006. A representative of Grant Thornton LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available to answer appropriate questions from stockholders. 57 PROPOSAL 3—RATIFICATIONFEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We are asking the stockholders to ratify the Audit Committee’s appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019. The Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm. Although the Company is not required to submit this matter to its stockholders for approval, the Board of Directors believes that its stockholders should have the opportunity to express their view regarding the appointment of the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome of this vote but will consider these voting results when selecting the Company’s independent auditor for fiscal year 2019. Grant Thornton LLP has audited our financial statements annually since 2006. A representative of Grant Thornton LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available to answer appropriate questions from stockholders. AUDIT AND RELATED FEES Audit Fees We were billed by Grant Thornton LLP the aggregate amount of approximately $3,391,000 in respect of fiscal 2018 and $3,437,000 in respect of fiscal 2017 for fees for professional services rendered for the audit of our annual financial statements and internal controls in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and review of our financial statements included in our Forms 10-Q and other filings with the SEC. Audit-Related Fees We were billed by Grant Thornton LLP the aggregate amount of approximately $132,000 in respect of fiscal 2018 and $115,000 in respect of fiscal 2017 for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and which are not included in the amounts listed above under “Audit Fees.” In fiscal 2018, such amount related to an S-8 registration statement, an S-3 “shelf” registration statement, and a secondary offering in which an affiliate of The Goldman Sachs Group, Inc. (“Goldman Sachs”) sold its remaining shares of Griffon common stock. In fiscal 2017, such amount related to an add-on offering of our 5.25% Senior Notes due 2022. Tax Fees Grant Thornton LLP did not bill us any fees for tax-related services in respect of fiscal 2018 or fiscal 2017. All Other Fees We were not billed by Grant Thornton LLP for any other services rendered in respect of fiscal 2018 or2021 and fiscal 2017 not described in the preceding paragraphs.2022 are set forth below:   Type of Fee   Fiscal 2022   Fiscal 2021   Audit Fees   $ 3,354,059     $ 3,075,490     Audit-Related Fees   $ 1,153,159     $ 33,500     Tax Fees     —       —     All Other Fees     —       —   The audit-related fees set forth above for fiscal 2022 related to stand-alone audits for our Home and Building Products segment and our Consumer and Professional Products segment. Our Audit Committee has determined that the services provided by Grant Thornton LLP are compatible with maintaining the independence of Grant Thornton LLP as our independent registered public accounting firm. 58 Pre-Approval Policy   Pre-Approval Policy Our Audit Committee has adopted a statement of principles with respect to the pre-approval of services provided by the independent registered public accounting firm. In accordance with thethis statement of principles, the Audit Committee determined that all non-prohibited services to be provided by the independent registered public accounting firm are to be approved by the Audit Committee in advance pursuant to a proposal from such independent registered public accounting firm and a request by management for approval. 87 Vote Required The ratification of the appointment of Grant Thornton LLP requires the 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 be counted and will have the same effect as a vote against the proposal. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 59 The ratification of the independent registered public accounting firm is considered a “routine” matter as to which, under applicable NYSE rules, a broker will have discretionary authority to vote if instructions are not received from the client at least 10 days prior to the Annual Meeting (so-called “broker non-votes”). Accordingly, at our meeting, these shares will be counted as voted by the brokerage firm with respect to this proposal.   OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 88 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS We have adopted a written policy that requires the review and pre-approval of all potential transactions valued at greater than $50,000 in which we or any of our directors, executive officers, stockholders owning greater than 5% of any class of our securities, or any of their immediate family members, participates or otherwise has a certain level of affiliation or interest. The policy also sets forth certain processes and procedures for the Company to monitor and identify related party transactions. The Audit Committee is responsible for evaluating and authorizing any transaction with a value greater than $120,000, although any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction in question. The Chief Executive Officer is responsible for evaluating and authorizing any transaction with a value between $50,000 and $120,000, unless the Chief Executive Officer is a related person with respect to the transaction under review, in which case the Audit Committee shall be responsible for such evaluation and possible authorization. The factors to be considered in determining whether or not to authorize a transaction brought to the attention of the Audit Committee or the Chief Executive Officer under this policy include the following:   • ● the terms of the transaction, and whether the terms are no less favorable to us than would be obtained in the transaction were entered into with a party other than a related person   • ● the price or other consideration involved   • ● the benefits to us   • ● the availability of other sources for the product or service that is the subject of the transaction   • ● the timing of the transaction   • ● the potential impact of the transaction on a director’s independence   • ● any other factors deemed relevant In September 2008 GS Direct, L.L.C. (“GS Direct”), an affiliate On December 20, 2021, Griffon announced that it entered into a definitive agreement to acquire Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean for $845 million, subject to closing adjustments. The acquisition of Goldman Sachs, acquired 10,000,000 sharesHunter closed on January 24, 2022. Kevin F. Sullivan, a member of our Board, was at the time a Managing Director of MidOcean Credit. Hunter was a portfolio company of MidOcean’s private equity business. Mr. Sullivan’s duties and responsibilities were solely with MidOcean Credit; he had no duties or responsibilities relating to MidOcean’s private equity business. Mr. Sullivan had no pecuniary or financial interest in the Hunter transaction and no involvement with the decision or approval by MidOcean relating to the sale of Hunter to Griffon. Notwithstanding the foregoing, to avoid even the appearance of impropriety, Mr. Sullivan was recused from all Griffon Board and Board committee discussions, meetings, approvals and votes relating to the purchase by us of Hunter from MidOcean. The Audit Committee (with Mr. Sullivan recusing himself) considered whether the Hunter transaction was a related party transaction and determined that (i) based on the foregoing facts, it was not a related party transaction, and (ii) if it were to be considered a related party transaction, it would not act as a bar to Griffon entering into the transaction because, among other things, pursuing the transaction was in Griffon’s best interest. Travis W. Cocke, a director of Griffon, is the Founder, Chief Investment Officer and Managing Member of Voss Capital, LLC. On January 8, 2023, Griffon entered into a Cooperation Agreement with Voss, a shareholder that beneficially owns approximately 6.0% of our common stock, pursuant to an Investmentwhich, among other things, Griffon agreed to appoint Mr. Cocke to the Board effective January 9, 2023 and nominate Mr. Cocke for election at the Annual Meeting. Additionally, pursuant to the Cooperation Agreement, Griffon has agreed to reimburse Voss for its reasonable and documented out-of-pocket fees, costs and expenses, not to exceed $500,000, incurred by Voss in connection with legal matters related to the 2023 Annual Meeting including, among other things, negotiation of the Cooperation Agreement. Voss has also agreed to neither contest nor to encourage others to contest our recommendations set forth herein at the 2023 Annual Meeting. Except pursuant to the Cooperation Agreement and in connection with Mr. Cocke’s appointment to the Board, there have 89 been no transactions or arrangements between Griffon and any of the Voss parties. Additional information pertaining to the Cooperation Agreement between Griffon and GS DirectVoss can be found on page 16 of this Proxy Statement. In addition, a summary of the Cooperation Agreement is included in connection with the closing of a common stock rights offering by Griffon. On December 10, 2013, pursuant to the terms of a previously announced transaction that was approved by our Board of Directors, Griffon repurchased 4,444,444 shares of common stock from GS Direct for an aggregate amount of $50 million, or a price of $11.25 per share. Based on a Schedule 13DForm 8-K filed with the SEC by GS DirectU.S. Securities and certain of its affiliatesExchange Commission on May 18, 2018, as of May 15, 2018, GS Direct beneficially owned 5,555,556 shares of Griffon common stock, which at the time equaled approximately 12.2% of Griffon’s outstanding common stock and, pursuant to the terms of the Investment Agreement, entitled GS Direct to designate one person to serve on Griffon’s Board. On June 19, 2018, pursuant to an underwritten public offering, GS Direct sold its remaining shares of Griffon common stock, and GS Direct’s designee resigned from the Griffon Board. Pursuant to the terms of a customary registration rights agreement between Griffon and GS Direct, Griffon was obligated to reimburse GS Direct for certain expenses (such as fees of counsel) relating to the offering, and accordingly reimbursed GS Direct for an amount of approximately $190,000. Affiliates of GS Direct performed various services for us in fiscal 2017 and fiscal 2018, including providing financial advice to us in connectionJanuary 9, 2023, with the acquisition of ClosetMaid, which closed on October 2, 2017; acting as a joint lead manager and an initial purchaser in connection with our add-on offering of $275 million of our 5.25% Senior Notes due 2022, which also closed on October 2, 2017; and providing financial advice to us in connection with the exploration of strategic alternatives for our Clopay 60 Plastics business, which divestiture closed on February 6, 2018. We paid aggregate fees of approximately $10.1 million to affiliates of GS Direct for these services. The Audit Committee approved the engagement of the GS Direct affiliate in each of the capacities described above. A copy of the Investmentfull Cooperation Agreement is includedfiled as an exhibit to the Current Report on Form 8-K filed with the SEC on August 13, 2008, which is available from the SEC at its website at www.sec.gov.8-K. FINANCIAL STATEMENTS A copy of our Annual Report to Stockholders, including financial statements, for the fiscal year ended September 30, 20182022 has been made available to all stockholders as of the Record Date. Stockholders are referred to the report for financial and other information about us, but such report is not incorporated in this Proxy Statement and is not a part of the proxy soliciting material. MISCELLANEOUS INFORMATION Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act, as amended, requires our executive officers, directors and persons who own more than ten percent of a registered class of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and the New York Stock Exchange. These Reporting Persons are required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5 they file with the SEC and The New York Stock Exchange. Based solely upon our review of copies of the forms furnished to us and representations that no other reports were required, we believe that all Reporting Persons complied on a timely basis with all filing requirements applicable to them with respect to transactions during fiscal year 2018. Matters to be Considered at the Meeting The Board of Directors does not intend to present to the meeting any matters not referred to in the form of proxy. If any proposal not set forth in this Proxy Statement should be presented for action at the meeting, and is a matter which should come before the meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting them. Cost of Solicitation The cost of soliciting proxies in the accompanying form, which we estimate to be $50,000,$25,000, will be paid by us. In addition to solicitations by mail, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to their principals, and we may reimburse them for their expenses in so doing. To the extent necessary in order to assure sufficient representation, our officers and regular employees may request the return of proxies personally, by telephone or other means. The extent to which this will be necessary depends entirely upon how promptly proxies are received, and stockholders are urged to submit their proxies without delay. Delivery of Documents to Stockholders Sharing an Address If you are the beneficial owner, but not the record holder, of shares of Griffon stock, your broker, bank or other nominee may deliver only one copy of the Notice of Internet Availability of Proxy Materials (and this Proxy Statement and our 20182022 Annual Report, if you have elected to receive paper copies) to 61 multiple stockholders who share an address, unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability of Proxy Materials (and of this Proxy Statement and our 20182022 Annual Report, if applicable) to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the Proxy Statement and Annual Report, now or in the future, should submit this request in writing to American Stock Transfer and Trust Company, Proxy Fulfillment Services, 6201 15th Avenue, Brooklyn, NY 11219, or by calling (888) 776-9962. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and who wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareowners at the shared address in the future. 90 Deadline for Submission of Stockholder Proposals for the 20202024 Annual Meeting Proposals of stockholders intended to be presented at the 20202024 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received at our principal office not later than August 20, 2019 toOctober 2, 2023 be included in the proxy statement for that meeting. In addition, our by-laws require that we be given advance notice of stockholder nominations for election to the Board of Directors and of other matters which stockholders wish to present for action at an annual meeting of stockholders. The required notice must be delivered to the Secretary of the Company at our principal offices not less than 9075 days and not more than 120105 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. These requirements are separate from and in addition to the SEC requirements that a stockholder must meet in order to have a stockholder proposal included in our proxy statement. Pursuant to our by-laws, if notice of any stockholder proposal is received prior to October 3, 2019December 1, 2023 or after November 2, 2019,December 31, 2023, the notice will be considered untimely and we will not be required to present such proposal at the 20202024 Annual Meeting. If the Board of Directors chooses to present a proposal submitted prior to October 3, 2019December 1, 2023 or after November 2, 2019December 31, 2023 at the 20202024 Annual Meeting, then the persons named in proxies solicited by the Board of Directors for the 20202024 Annual Meeting may exercise discretionary voting power with respect to such proposal. We will provide without charge to any stockholder as of the record date copies of our Annual Report on Form 10-K, Corporate Governance Guidelines, Code of Business Conduct and Ethics and charters of any committee of the Board of Directors upon written request delivered to Seth L. Kaplan, Secretary, at our offices at 712 Fifth Avenue, 18th Floor, New York, New York 10019. These materials may also be found on our website at www.griffon.com.   By Order of the Board of Directors     SETH L. KAPLAN Senior Vice President, General Counsel and Secretary 62   Dated: January 30, 2023  New York, New York 91 [THIS PAGE INTENTIONALLY LEFT BLANK.] 0       GRIFFON CORPORATION   PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS January 31, 2019March 15, 2023   As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.   The undersigned hereby appoints RONALD J. KRAMER and SETH L. KAPLAN, or either of them, attorneys and Proxies with full power of substitution in each of them, in the name and stead of the undersigned to vote as Proxy all the stock of the undersigned in GRIFFON CORPORATION, a Delaware corporation, at the Annual Meeting of Stockholders scheduled to be held on January 31, 2019March 15, 2023 and any postponements or adjournments thereof.   THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY PROXIES, OR ANY OF THEM, AS SPECIFIED AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS FOR PROPOSALS 1, 2, 3 AND 34 AND IN THE DISCRETION OF THE PROXYHOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.   (Continued and to be signed on the reverse side.) 1.1 14475 ANNUAL MEETING OF SHAREHOLDERS OF   GRIFFON CORPORATION   January 31, 2019March 15, 2023   GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.   NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:: The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K are available at http://www.astproxyportal.com/ast/03170   Please sign, date and mail your proxy card in the envelope provided as soon as possible.     Please detach along perforated line and mail in the envelope provided.     Please detach along perforated line and mail in the envelope provided.     20403003000000000000    5 013119 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx 20803004003000000000   6 031523 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x   The Board of Directors recommends a vote FOR the election of directors. 1. ELECTION OF THE FOLLOWING NOMINEES:         NOMINEES: o FOR ALL NOMINEES   ¡  Travis W. Cocke ¡ H. C. Charles Diao ¡Louis J. Grabowsky ¡   Robert F. MehmelLacy M. Johnson ¡James W. Sight ¡Samanta Hegedus Stewart ¡Michelle L. Taylor ¡  Cheryl L. Turnbull ¡William H. Waldorf       o WITHHOLD AUTHORITY FOR ALL NOMINEES         o FOR ALL EXCEPT (See instructions below)     INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l   To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o   The Board of Directors recommends a vote FOR the advisory resolution on the compensation of our executive officers as disclosed in the Proxy Statement.       FOR   AGAINST   ABSTAIN 2. Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement.   o   o   o   The Board of Directors recommends that you select ONE YEAR on the proposal concerning the frequency of future advisory votes on the compensation of our executive officers.       1 YEAR   2 YEAR 3 YEAR ABSTAIN 3. Frequency of future advisory votes on the compensation of our executive officers. o o o o   The Board of Directors recommends a vote FOR ratification of Grant Thornton LLP.       FOR   AGAINST   ABSTAIN 3.4. Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2019.2023.   o   o   o                   4.5. Upon such other business as may properly come before the meeting or any adjournment thereof.             PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE   Signature of Shareholder     Date:     Signature of Shareholder     Date:      Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.   ANNUAL MEETING OF SHAREHOLDERS OF GRIFFON CORPORATION   January 31, 2019March 15, 2023 PROXY VOTING INSTRUCTIONS   INTERNET- Access“www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.   TELEPHONE- Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.   Vote online/phone until 11:59 PM EST the day before the meeting.   MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible.   IN PERSON -You may vote your shares in person by attending the Annual Meeting.   GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.   COMPANY NUMBER   ACCOUNT NUMBER         NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K are available at http://www.astproxyportal.com/ast/03170     Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet.     2040300300000000000020803004003000000000   56 013119031523   PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx   The Board of Directors recommends a vote FOR the election of directors. 1. ELECTION OF THE FOLLOWING NOMINEES:         NOMINEES: o FOR ALL NOMINEES   ¡  Travis W. Cocke ¡ H. C. Charles Diao ¡Louis J. Grabowsky ¡   Robert F. MehmelLacy M. Johnson ¡James W. Sight ¡Samanta Hegedus Stewart ¡Michelle L. Taylor ¡  Cheryl L. Turnbull ¡William H. Waldorf       o WITHHOLD AUTHORITY FOR ALL NOMINEES         o FOR ALL EXCEPT (See instructions below)     INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l   To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o   The Board of Directors recommends a vote FOR the advisory resolution on the compensation of our executive officers as disclosed in the Proxy Statement.       FOR   AGAINST   ABSTAIN 2. Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement.   o   o   o   The Board of Directors recommends that you select ONE YEAR on the proposal concerning the frequency of future advisory votes on the compensation of our executive officers.       1 YEAR   2 YEAR 3 YEAR ABSTAIN 3. Frequency of future advisory votes on the compensation of our executive officers. o o o o   The Board of Directors recommends a vote FOR ratification of Grant Thornton LLP.       FOR   AGAINST   ABSTAIN 3.4. Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2019.2023.   o   o   o                   4.5. Upon such other business as may properly come before the meeting or any adjournment thereof.             PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE   Signature of Shareholder     Date:     Signature of Shareholder     Date:      Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.   Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of   GRIFFON CORPORATION   To Be Held On:   January 31, 2019March 15, 2023   COMPANY NUMBER   ACCOUNT NUMBER   CONTROL NUMBER     This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.   The proxy statement and annual report to security holders are available at: http://www.astproxyportal.com/ast/03170.   If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before January 17, 2019.March 1, 2023.   Please visit http://www.astproxyportal.com/ast/03170, where the following materials are available for view:     • Notice of Annual Meeting of Stockholders     • Proxy Statement     • Form of Electronic Proxy Card     • Annual Report on Form 10-K       TO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) and 718-921-8562 (for international callers) E-MAIL: info@astfinancial.com     WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials       TO VOTE: ONLINE:To access your online proxy card, please visitwww.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.       IN PERSON: You may vote your shares in person by attending the Annual Meeting. The Annual Meeting will be held at the offices of Dechert LLP, 1095 Avenue of Americas, New York, NY 10036, on Thursday, January 31, 2019Wednesday, March 15, 2023 at 10:00 a.m. You may obtain directions to the meeting by accessing the following website: http://www.dechert.com/new_york/.           TELEPHONE:To vote by telephone, please visitwww.voteproxy.com to view the materials and to obtain the toll free number to call.           MAIL: You may request a card by following the instructions above.   The Board of Directors recommends a vote FOR the election of directors. The Board of Directors recommends a vote FOR the advisory resolution on the compensation of our executive officers as disclosed in the Proxy Statement. 1.  ELECTION OF THE FOLLOWING NOMINEES: 2. Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement. NOMINEES: Travis W. Cocke H. C. Charles Diao Louis J. Grabowsky Robert F. Mehmel Lacy M. Johnson James W. Sight Samanta Hegedus Stewart Michelle L. Taylor Cheryl L. Turnbull William H. Waldorf The Board of Directors recommends that you select ONE YEAR on the proposal concerning the frequency of future advisory votes on the compensation of our executive officers. 3. Frequency of future advisory votes on the compensation of our executive officers. The Board of Directors recommends a vote FOR ratification of Grant Thornton LLP.   3.4. Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2019.2023.   4.5. Upon such other business as may properly come before the meeting or any adjournment thereof.                                                       Please note that you cannot use this notice to vote by mail.