GRIFFIN INDUSTRIAL REALTY, INC.

GRIFFIN LAND & NURSERIES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 12, 2015
15, 2018

PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin Land & Nurseries,Industrial Realty, Inc. ("Griffin"(“Griffin”) will be held in the New YorkDoubleTree by Hilton Hotel, 1335569 Lexington Avenue, of the Americas, New York, NY 10019,10022, on the 12¹⁵th day of May 2015,2018, at 10:30 a.m.2:00 p.m., local time, to consider and act upon:

1.

The election of Winston J. Churchill, Jr.,David R. Bechtel, Edgar M. Cullman, Jr., DavidFrederick M. Danziger, Frederick M. Danziger,Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors of Griffin;



2.

The ratification of the selection of Griffin'sRSM US LLP as Griffin’s independent registered public accountants for fiscal 2015;



2018;

3.

The approval, on an advisory (non-binding) basis, of the compensation of Griffin'sGriffin’s named executive officers as presented in Griffin'sGriffin’s Proxy Statement for the Annual Meeting of Stockholders to be held May 12, 2015;Statement; and



4.

Such other business as may properly be brought before the Annual Meeting or any postponement, continuation or adjournment thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

Only stockholders of record at the close of business on March 25, 201528, 2018 are entitled to notice of, and to vote at, the Annual Meeting.

Dated:    April 9, 2015

GRIFFIN INDUSTRIAL REALTY, INC.

641 LEXINGTON AVENUE

26TH FLOOR

GRIFFIN LAND & NURSERIES, INC.
ONE ROCKEFELLER PLAZA
SUITE 2301
NEW YORK, NEW YORK 10020
10022

PROXY STATEMENT

This Proxy Statement is furnished to the stockholders of Griffin Land & Nurseries,Industrial Realty, Inc. ("Griffin"(“Griffin”) in connection with the solicitation by theits Board of Directors  (the “Board”) of proxies for the Annual Meeting of Stockholders to be held at 10:30 a.m.2:00 p.m. on May 12, 201515, 2018 in the New YorkDoubleTree by Hilton Hotel at 1335569 Lexington Avenue, of the Americas, New York, NY 10019,10022, for the purposes set forth in the accompanying notice of meeting. We anticipatemeeting (the “Annual Meeting”).  Griffin anticipates that the Proxy Statement and proxy card will be distributed to stockholders on or about April 9, 2015.2018.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 12, 2015

The Company's Proxy Statement and Annual Report are available at
http://materials.proxyvote.com/398231

        The following proxy materials are available for review at http://materials.proxyvote.com/398231:

•

Griffin's 2015 Proxy Statement;



•

Griffin's Annual Report for the fiscal year ended November 30, 2014; and



•

any supplements or amendments to the foregoing materials that are required to be furnished to stockholders.

        You may obtain directions to attend the Annual Meeting, where you may vote in person, by calling Griffin's corporate headquarters at (212) 218-7910.

At the Annual Meeting, stockholders will be asked to consider and act upon the following proposals:

1.

The election of Winston J. Churchill, Jr.,David R. Bechtel, Edgar M. Cullman, Jr., DavidFrederick M. Danziger, Frederick M. Danziger,Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors;



2.

The ratification of the selection of Griffin'sRSM US LLP (“RSM US”) as Griffin’s independent registered public accountants for fiscal 2015;



2018;

3.

The approval, on an advisory (non-binding)(non‑binding) basis, of the compensation of Griffin'sGriffin’s named executive officers as presented in this Proxy Statement for the Annual Meeting of Stockholders to be held May 12, 2015;Statement; and



4.

Such other business as may properly be brought before the Annual Meeting or any postponement, continuation or adjournment thereof.

The Board recommends a vote "FOR" Winston J. Churchill, Jr.,“FOR” David R. Bechtel, Edgar M. Cullman, Jr., DavidFrederick M. Danziger, Frederick M. Danziger,Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors; "FOR"directors, “FOR” the ratification of the selection of Griffin'sRSM US as Griffin’s independent registered public accountants for fiscal 2015;2018 and "FOR"“FOR” the approval, on an advisory (non-binding)(non‑binding) basis, of the compensation of Griffin'sGriffin’s named executive officers.

GENERAL

HOW DO I VOTE?

Griffin recommends that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person. If you are a stockholder of record, there are three ways to vote by proxy:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time,  on May 14, 2018.

If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank or broker to obtain a legal proxy and bring it to the Annual Meeting in order to vote.

GENERAL

This solicitation is being made on behalf of the Board of Directors of Griffin. Any proxy received in the accompanying form may be revoked by the person executing it at any time before the authority thereby granted is exercised. A proxy may be revoked by attending the meeting and voting in person, by giving written notice of revocation to Griffin’s Secretary prior to or at the meeting, by filing an instrument in writing revokinggranting a subsequent proxy through the proxyInternet or telephone, or by delivering a duly executed proxy bearing a later date to Griffin'sGriffin’s Secretary. Proxies received by the Board of DirectorsCompany in such form will be voted at the meeting or any postponement, continuation or adjournment thereof as specified therein by the person giving the proxy; if no specification is made, the shares represented by such proxy will be voted:

i.

For

i.For the election of Winston J. Churchill, Jr.,David R. Bechtel, Edgar M. Cullman, Jr., DavidFrederick M. Danziger, Frederick M. Danziger,Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors as described in this Proxy Statement;



ii.

For

ii.For ratification of the selection of McGladrey LLPRSM US as Griffin'sGriffin’s independent registered public accountants for fiscal 2015;2018; and



iii.

For

iii.For the approval, on an advisory (non-binding)(non‑binding) basis, of the compensation of Griffin'sGriffin’s named executive officers as presented in this Proxy Statement for the Annual Meeting of Stockholders to be held May 12, 2015.

Directors will be elected by aplurality of the votes cast. This means that the seven directors receiving the highest number of "FOR"“FOR” votes will be elected as directors. Votes withheld and broker "non-votes"“non‑votes” will have no effect on the election of directors. The ratification of the selection of McGladrey LLPRSM US as Griffin'sGriffin’s independent registered public accountants requires the affirmative vote of amajority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as votes against the proposal. Because brokers have discretionary authority to vote on the ratification of the selection of McGladrey LLP, we doRSM US, Griffin does not expect any broker non-votesnon‑votes in connection with the ratification. The advisory (non-binding)(non‑binding) vote for the approval of the compensation of Griffin'sGriffin’s named executive officers requires the affirmative vote of amajority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as votes against the compensation of Griffin'sGriffin’s named executive officers. Broker "non-votes"“non‑votes” will be treated as though they are not entitled to vote and will have no effect on the outcome of this vote.

Management knows of no matters that may be brought before the Annual Meeting or any postponement, continuation or adjournment thereof other than those described in the accompanying notice of meeting and routine matters incidental to the conduct of the meeting. However, if any other matter should come before the meeting or any

postponement, continuation or adjournment thereof, it is the intention of the persons named in the accompanying proxy card or their substitutes to vote the proxy in accordance with their judgment on such matters.

The cost of solicitation of proxies by the Board of Directors will be borne by Griffin. Such solicitation will be made by mail and, in addition, may be made by officers and employees of Griffin personally or by telephone, facsimile or electronic mail. Proxies and proxy material will also be distributed through brokers, custodians and other similar parties, and Griffin will reimburse such parties for their reasonable expenses. The solicitation and recording of proxies is being done by Griffin's registrar and transfer agent, American Stock Transfer & Trust Company,Broadridge Financial Solutions, Inc., and will cost less than $10,000.approximately $15,000.

Each holder of a share of Common Stock of Griffin, par value $0.01 per share (the "Common Stock"“Common Stock”), will be entitled to one vote for each share held of record by such person at the close of business on March 25, 201528, 2018 (the "Record Date"“Record Date”), which is the Record Date fixed by the Board of Directors for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. As of such date, Griffin had

outstanding 5,149,574 5,001,006 shares of Common Stock (none of which constituted shares of treasury stock).outstanding. A majority of these shares present in person or represented by proxy will constitute a quorum at the Annual Meeting. A total of 2,364,5732,278,018 shares of Common Stock, representing approximately 45.9%45.6% of the outstanding shares of Common Stock, are held by members of the Cullman and Ernst Group (as defined herein)(see Security Ownership of Certain Beneficial Owners and Management and Principal Holders for more information).

STOCKHOLDER PROPOSALS FOR THE 20162019 ANNUAL MEETING

Proposals by stockholders for Griffin's 2016Griffin’s 2019 Annual Meeting of Stockholders pursuant to Rule 14a-814a‑8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), must be received by Griffin no later than December 4, 201510, 2018 if such proposal is to be considered for inclusion in the 20162019 proxy materials of Griffin.

Stockholders intending to present a proposal at the 20162019 Annual Meeting of Stockholders, but not to include the proposal in ourGriffin’s proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in ourGriffin’s Amended and Restated By-laws. Griffin'sBy‑laws. Griffin’s Amended and Restated By-lawsBy‑laws require, among other things, that Griffin'sGriffin’s Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than 120 days and not later than 90 days prior to the first anniversary of the preceding year'syear’s annual meeting. Therefore, Griffin must receive notice of such a proposal or nomination for the 20162019 Annual Meeting of Stockholders no earlier than January 13, 201615, 2019 and no later than February 12, 2016.14, 2019. The notice must contain the information required by the Amended and Restated By-laws,By‑laws, a copy of which is available upon request to Griffin'sGriffin’s Secretary. In the event that the date of the 20162019 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 12, 2016,15, 2019, then Griffin'sGriffin’s Secretary must receive such written notice not earlier than the 120th day prior to the 20162019 Annual Meeting and not later than the 90th day prior to the 20162019 Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by Griffin. Griffin reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

PROPOSAL I. ELECTION OF DIRECTORS

At the 20152018 Annual Meeting of Stockholders, seven directors (which will comprise the entire Board) are to be elected. The Board of Directors proposed the nominees listed below, all of whom are current directors of Griffin, for election as directors to serve until the 20162019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The directors must be elected by a plurality of the votes cast in person or by proxy by stockholders entitled to vote at the meeting. If any nominee named below becomes unable to serve or for good cause will not serve, the proxy holders listed on Griffin'sGriffin’s proxy card will vote for such substitute nominee or nominees as may be designated by the Board of Directors, or the Board may elect to reduce the size of the Board. Edgar M. Cullman, Jr. was approved by the Board for inclusion on the proxy card to stand for election by the stockholders. The remaining six nominees who were approved by the Board for inclusion on the proxy card are standing for re-election.

Griffin’s Director John J. Kirby, Jr. is not standing for re-election at the 2015 Annual Meeting of Stockholders.Nominees

Griffin's Director Nominees

        Griffin'sGriffin’s nominees for election as director are the following:

The Board of Directors held six meetings during fiscal 2014. Griffin's2017. Griffin’s Board of Directors has an Audit Committee, a Compensation Committee and a Nominating Committee. Committee memberships of the Board of Directors are indicated in the above table. All directors attended 100%at least  97% of all Boardboard and Committeecommittee meetings during fiscal 2014 (of Committeescommittees of which they were members). during fiscal 2017.

        The CompanyGriffin encourages, but does not require, Board Membersmembers to attend the Annual Meeting of Stockholders. Last year, sixIn 2017,  all of the seven Board Membersmembers attended the Annual Meeting of Stockholders.

Board Independence

Under NASDAQNasdaq rules, an "independent director"“independent director” of a company means a person who is not an officer or employee of the company or its subsidiaries and, in the opinion of the company'scompany’s board of directors, does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Messrs. Churchill,Bechtel, Israel, May and Small, Jr. qualify as independent directors under NASDAQNasdaq rules.

All of the members of the Audit, Compensation and Nominating Committees are independent directors under the applicable Nasdaq and U.S. Securities and Exchange Commission (“SEC”) rules.

Executive Officers who are not Directors

Audit Committee

        Griffin'sGriffin’s Audit Committee consists of David R. Bechtel, Thomas C. Israel and Jonathan P. May, and Albert H. Small, Jr., with Mr. Israel serving as Chairman. All members of theThe Audit Committee meetmeets the NASDAQNasdaq composition requirements, including the requirements regarding financial literacy and independence.literacy. The Board has determined that each member of the Audit Committee is independent under the listing standards of NASDAQNasdaq and the rules of the SEC regarding audit committee membership. In addition, Mr. Israel qualifies as a financially sophisticated Audit Committee member under the NASDAQNasdaq rules based on his employment experience in finance. None of the members of the Audit Committee are considered a financial expert as defined by Item 407(d)(5) of Regulation S-KS‑K of the Securities and Exchange Act of 1934 (an "audit“audit committee financial expert"expert”). Griffin does not have an audit committee financial expert because it believes the members of its Audit Committee have sufficient financial expertise and experience to provide effective oversight of Griffin'sGriffin’s accounting and financial reporting processes and the audits of Griffin'sGriffin’s financial statements in accordance with generally accepted accounting principles and NASDAQNasdaq rules. In addition, since January 31, 2012, the Audit Committee has engaged directly a former audit partner in a public accounting firm who is a certified public accountant with extensive experience in auditing the financial statements of public and private companies, thatcompanies. The Audit Committee had previously servedengaged the public accounting firm of which he was a partner as an advisor to the Audit Committee. The Audit Committee believes that this engagement provides it with additional expertise comparable to what would be provided by an audit committee financial expert.

The Audit Committee approves all auditing and non-auditingnon‑auditing services, reviews audit reports and the scope of audit by Griffin'sGriffin’s independent registered public accountants and related matters pertaining to the preparation and examination of Griffin'sGriffin’s financial statements. From time to time, the Audit Committee makes recommendations to the Board of Directors with respect to the foregoing matters. The Audit Committee held 4four meetings in fiscal 2014 and recommended to the 2017.

Board of Directors the selection of McGladrey LLP as the Company's independent registered public accountants (see "Ratification of the Selection of Independent Registered Public Accountants" on

page 26). The Audit Committee operates under a written charter originally adopted by the Board of Directors in 1999 and subsequently revised, most recently on July 2, 2013, which was attached as Appendix C to Griffin's Revised Definitive Proxy Statement filed with the SEC on April 15, 2014.

Board of Directors'Directors’ Role in Oversight of Risk

Management is responsible for Griffin's day-to-dayGriffin’s day‑to‑day risk management activities, and the Board'sBoard’s role is to engage in informed risk oversight. In fulfilling this oversight role, Griffin'sGriffin’s Board of Directors focuses on understanding the nature of Griffin'sGriffin’s enterprise risks, including operations and strategic direction, as well as the adequacy of Griffin'sGriffin’s overall risk management system. There are a number of ways the Board performs this function, including the following:

•

at its regularly scheduled meetings, the Board receives management updates on Griffin's business operations, financial results and strategy and discusses risks related to its businesses;



•

the Board oversees the risk management of Griffin by discussing with management, particularly the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer, Griffin's major risk exposures and the steps management has taken to monitor and control such exposures; and



•

through management updates and committee reports, the Board monitors Griffin's risk management activities, including the risk management process, risks relating to Griffin's compensation programs, and financial and operational risks being managed by Griffin.

The Board does not believe that its role in the oversight of Griffin'sGriffin’s risk affects the Board'sBoard’s leadership structure.

Compensation Risk

The Compensation Committee reviews compensation policies and practices affecting employees in addition to those applicable to executive officers. The Compensation Committee has determined that it is not reasonably likely that Griffin'sGriffin’s compensation policies and practices for its employees would have a material adverse effect on Griffin.

Nominating Committee

        Griffin'sGriffin’s Nominating Committee consists of David R. Bechtel, Thomas C. Israel, Winston J. Churchill, Jr.Jonathan P. May and Albert H. Small, Jr., with Mr. IsraelMay serving as Chairman. The threeAll four members of the Nominating Committee are independent directors. The Nominating Committee reviews candidates for appointment to the Griffin Board of Directors. In searching for qualified director candidates, the Board may solicit current directors and ask them to pursue their own business contacts for the names of potentially qualified candidates. The Nominating Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates. The Nominating Committee will also consider suggestions from stockholders for nominees for election as directors. The Nominating Committee does not have a policy on the consideration of board nominees recommended by stockholders. The Board believes such a policy is unnecessary, as the Nominating Committee will consider a nominee based on his or her qualifications, regardless of whether the nominee is recommended by stockholders. Any stockholder who wishes to recommend a candidate to the Nominating Committee for consideration as a director nominee should submit the recommendation in writing to the Secretary of Griffin in accordance with the Company sufficientlyprocedures in advanceGriffin’s Amended and Restated By‑Laws for stockholder nominations of the Company's annual meetingdirectors to permit the Nominating Committee to complete its review in a timely fashion. The Nominating Committee'sCommittee operates under a written charter, was approved bywhich is publicly available in the Board“Corporate Governance” section of Directors on March 11, 2014 which was attached as Appendix A to Griffin's Revised Definitive Proxy Statement filed with the SEC on April 15, 2014.“Investors” section of Griffin’s website located at www.griffinindustrial.com. The Nominating Committee did not meetheld one meeting in fiscal 2014.

        On March 13, 2015, the Nominating Committee reviewed and recommended Edgar M. Cullman, Jr. to the Board as a nominee for election as a director at the 2015 Annual Meeting of Stockholders. Mr. Cullman was recommended to the Committee by Mr. Danziger, Chairman of the Board and CEO. Messrs. Cullman and Danziger are brothers-in-law. In accordance with the commencement of the Board's informal policy to require the retirement of nonemployee directors at age 75 or older, John J. Kirby, a Board member since 2012, is not a nominee for reelection at the 2015 Annual Meeting. The Board thanks Mr. Kirby for his service and will miss his perceptive analysis of Griffin's plans and operations. The Board does not expect more than one nonemployee director to be affected by the implementation of this informal policy in any one year.2017.

Board Diversity; Selection and Evaluation of Director Candidates

The Board does notseeks to ensure that a majority of its members are independent within the Nasdaq listing standards.  The Nominating Committee at its March 2018 meeting agreed to revise its statement on the Selection and Evaluation of Director Candidates to reflect the Board’s value of diversity, including profession, geography, gender, ethnicity, skills and experience.   The Nominating Committee agreed that when it evaluates the desired skills and characteristics of prospective Board members, it will include diversity, in its broadest sense, within the context of the composition of the Board as a whole. The Nominating Committee shall select prospective Board members with personal and professional integrity, who have a formal policy with respect to Board nominee diversity. There are no specific minimum qualifications thatdemonstrated appropriate ability and judgment and who the Nominating Committee believes will be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of Griffin and its stockholders. In addition, directors must be met for a personcommitted to serve ondevoting the Board. When identifying nominees for director, the Nominating Committee focuses on relevant subject matter expertise, depth of knowledge in key areas that are importanttime and effort necessary to Griffin,be responsible and the background, perspective and experienceproductive members of the nominee. The Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent and experience to achieve Griffin's business objectives in the current environment.Board.

Board Leadership Structure

        In May 2012,The Board believes that there is no single, generally accepted approach to providing Board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company at any given time. Accordingly, the optimal board leadership structure for Griffin may vary as circumstances change. Griffin’s Board appointed Mr. Frederick M. Danzigerwas led by a Non‑Executive Chairman through 2011, as separate individuals held the positions of Chairman of the Board and Chief Executive Officer.Officer, and the Chairman of the Board was not an employee. In May 2012, the Board appointed Frederick M. Danziger as Chairman of the Board. Mr. Danziger had been Chief Executive Officer since 1997. In making that appointment, the Board concluded that based on Griffin's present circumstances, Griffin and its stockholders arewere best served by having Mr. Danziger serve as Chairman of the Board and Chief Executive Officer. The Board believed that Mr. Danziger'sDanziger’s combined role as Chairman of the Board and Chief Executive Officer promotespromoted unified leadership and direction for Griffin, which allows for a single, clear focus and direction for management to execute Griffin'sGriffin’s strategy and business plans, particularly in lightplans. Effective January 1, 2016, the positions of Mr. Danziger's service as Griffin'sChairman of the Board and Chief Executive Officer since 1997. Accordingly, we believe our currenthave been held by separate individuals, Mr. Danziger and Mr. Gamzon, respectively. The Board determined that Mr. Danziger should continue to serve as Executive Chairman to continue to provide Board leadership structure is the optimal structure for us at this time.continuity.

Communication with the Board or Nominating Committee

Stockholders who wish to communicate with the Board of Directors or the Nominating Committee should address their communications to Thomas C. Israel,Jonathan P. May, Chairman of the Nominating Committee, via first class mail, at Griffin Land & Nurseries,Industrial Realty, Inc., One Rockefeller Plaza, Suite 2301,641 Lexington Avenue, 26th Floor, New York, New York, 10020.10022. Such communication will be distributed to the specific Director(s)director(s) requested by the stockholders, or if generally to the Board of Directors, to other members of the Board of Directors as may be appropriate depending on the material outlined in the stockholder communication.

Compensation Committee

        Griffin'sGriffin’s Compensation Committee consists of Winston J. Churchill, Jr., Chairman, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr., with Mr. Small, Jr. serving as Chairman. All of the members of the Compensation Committee are independent directors and meet the heightened independence requirements for members of the compensation committee under NASDAQNasdaq rules. The Compensation Committee oversees Griffin'sGriffin’s executive compensation programs, Griffin'sGriffin’s 2009 Stock Option Plan, Griffin'sGriffin’s 401(k) Savings Plan (the "Griffin“Griffin 401(k) Savings Plan"Plan”) and Griffin's non-qualifiedGriffin’s non‑qualified deferred compensation plan (the "Deferred“Deferred Compensation Plan"Plan”). No member of the Compensation Committee has been an officer or employee of Griffin. None of Griffin's executive officers have served as a director or member of the compensation committee of any entity whose executive officers served as a director of Griffin or member of Griffin's Compensation Committee.

The Compensation Committee operates under a written charter, adoptedwhich is publicly available in the “Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com. Under its charter, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of Griffin to meet with the Compensation Committee or any advisers engaged by the Board of Directors on March 11, 2014 which was attached as Appendix BCompensation Committee. In addition to Griffin's Revised Definitive Proxy Statement filedthe foregoing and other authority expressly delegated to the Compensation Committee in the charter, the Compensation Committee may also exercise any other powers and carry out any other responsibilities consistent with the SEC on April 15, 2014. charter, the purposes of the Compensation Committee, Griffin’s Amended and Restated By‑laws and applicable rules of Nasdaq. The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

The Compensation Committee held three meetingsone meeting in fiscal 2014.2017.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND PRINCIPAL HOLDERS

The following table lists the number of shares and options to purchase shares of Common Stockcommon stock of Griffin beneficially owned or held by: (i) each person known by Griffin to beneficially own more than 5% of the outstanding shares of Common Stock;common stock; (ii) each director and director nominee;director; (iii) eachthe Named Executive Officer;Officers (as defined in “Compensation Discussion and Analysis”); and (iv) all directors and executive officers of Griffin, collectively. Unless otherwise indicated, information is provided as of March 25, 2015.28, 2018.

INTERESTS IN CERTAIN TRANSACTIONS

Griffin reviews any relationships and transactions in which Griffin and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Griffin'sGriffin’s corporate staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether Griffin or a related person has a direct or indirect material interest in the transaction. In accordance with its charter, the Audit Committee is then responsible for reviewing and approving all related person transactions. As required under SEC rules, transactions that are determined to be directly or indirectly material to Griffin or a related person are disclosed in Griffin'sGriffin’s Annual Report on Form 10-K10‑K and proxy statement.

On November 24, 2015, the Audit Committee approved a proposed transaction whereby Griffin entered into a ten year sublease of approximately 1,920 square feet of office space for its New York City corporate headquarters from Bloomingdale Properties, Inc. (“Bloomingdale Properties”), an entity controlled by certain members of the Cullman and Ernst Group (see “Security Ownership of Certain Beneficial Owners and Management and Principal Holders”), for rent starting at $121,000 per year, with annual increases of 1.5%, except for an increase of $9,600 at the start of the sixth year of the sublease. The sublease with Bloomingdale Properties was at market rates for such space at the time the lease was signed and enables either Griffin or Bloomingdale Properties to terminate the sublease agreement upon a change in control (as defined) of either Griffin or Bloomingdale Properties. The sublease of office space from Bloomingdale Properties reduced the occupancy costs for Griffin’s corporate headquarters.

The information given in this Proxy Statement with respect to the five-yearfive‑year business experience of each director and officer, beneficial ownership of stock, interlocks and the respective interests of persons in transactions to which Griffin or any of its subsidiaries was a party (other than as appears from the records of Griffin), is based upon statements furnished to Griffin by its directors and officers.

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by, or paid to each of Griffin'sGriffin’s named executive officers (the "Named“Named Executive Officers"Officers”) during the last completed fiscal year. The Named Executive Officers for the fiscal year ended November 30, 2014 are2017 were as follows:

Compensation Philosophy and Overview

        Griffin'sGriffin’s compensation programs are designed to attract, motivate and retain the management talent that Griffin believes is necessary to achieve its financial and strategic goals. Griffin'sGriffin’s Compensation Committee strives to pay for performance by rewarding each of its Named Executive Officers for team results and their individual contributions to Griffin'sGriffin’s success. In this way, Griffin believes that the interests of its executives align with the interests of its stockholders.

Design and Implementation

With these objectives in mind, Griffin'sGriffin’s Compensation Committee has built an executive compensation program that consists of three principal elements:

1.

Base Salary

2.

Annual Incentive Compensation Programs

3.

Long-Term Incentive Program

Griffin also contributes to a 401(k) savings plan and a non‑qualified deferred compensation plan on behalf of its Named Executive Officers. These contributions, however, comprise a relatively minor portion of Griffin'sGriffin’s Named Executive Officers'Officers’ compensation packages. Griffin’s Compensation Committee reviews the Named Executive Officers’ compensation packages each year and makes decisions on each component thereof in order to better align them with its compensation philosophy.

Elements of Compensation

Base Salary

Griffin pays base salaries to its Named Executive Officers in order to provide a consistent, minimum level of pay that sustained individual performance warrants. Griffin also believes that a competitive annual base salary is important to attract and retain an appropriate caliber of talent for each position over time.

The annual base salaries of Griffin'sGriffin’s Named Executive Officers are determined by itsthe Executive Chairman and the CEO (except with regard to his salary)their salaries) and approved annually by the Compensation Committee. The annual base salarysalaries of Griffin'sthe Executive Chairman and the CEO isare determined by the Compensation Committee. All salary decisions are based on each Named Executive Officer'sOfficer’s level of responsibility, experience and recent and past performance, as determined by the Executive Chairman, andthe CEO and the Compensation Committee, as applicable. Griffin does not benchmark its base salaries in any way, nor does Griffin employ the services of a compensation consultant.

Annual Incentive Compensation Programs

        Griffin'sGriffin’s annual incentive programs are designed to recognize short-termshort‑term performance against established annual performance goals, for the real estate business, as explained below. These performance goals areand target amounts for fiscal 2017 were developed by the Executive Chairman and the CEO and the President and COO and approved

or modified, as necessary, by the Compensation Committee. Additionally, the Compensation Committee retains the discretion to adjust any awards made to Griffin'sGriffin’s executives, including making awards in the absence of the attainment of any of the performance goals under Griffin'sGriffin’s annual incentive compensation plans. Any such adjustment may only be to the benefit of the participants. The Compensation Committee did not make discretionary increases to the incentive compensation pools under the Griffin Land Incentive Compensation Plan or the Corporate Incentive Compensation Plan for fiscal 2014. Griffin makes annual incentive payments, if any, in the year following the year in which they are earned.

Griffin LandIncentive Plan

Under the Griffin LandIndustrial Realty, Inc. Incentive Compensation Plan for Fiscal Year 2014fiscal year 2017 (the "Griffin Land“Griffin Incentive Plan"Plan”), incentive compensation was awarded based on certain defined components including:as described below:

(i)

profit from property sales in Connecticut and Massachusetts (10%

Each Named Executive Officer is entitled to a specific percentage of the pretax profit on property sales, as defined in the Griffin Land Incentive Plan, with a maximum of an aggregate $150,000 of incentive compensation that could have been accrued under this component);

        Any amounts of incentive compensation earned under components (iv) and (v) were subject to adjustment based on the dollar amount of funds from operations, as defined in the Griffin Land Incentive Plan, achieved by Griffin Land. Any amounts of incentive compensation earned under components (vi), (vii) and (viii), as defined in the Griffin Land Incentive Plan, resulted in 50% of such amount being added to theeach incentive compensation pool applicable tounder the Griffin Land employees with the remaining 50% of incentive compensation earned to be distributed at the discretion ofIncentive Plan based upon their responsibilities as determined by senior management and approved by the Compensation Committee.

 These

Griffin Incentive Plan Results

The foregoing objectives are designed to reward management for increasing theGriffin’s operating cash flow and increase in value of theGriffin’s real estate business. Amounts earned under each objective are accrued into an incentive compensation pool up to a maximum incentive compensation amount, which in fiscal 2014 was $1,040,000 [($820,000 related to components (i), (ii), (iii), (iv) and (v) and $220,000 (50% of the maximum of $440,000) related to components (vi), (vii) and (viii))] for Griffin Land employees and $220,000 [(50% of the maximum of $440,000 related to components (vi), (vii) and (viii))] to be distributed at the discretion of the Compensation Committee if all targets were achieved at their maximum amounts. The incentive compensation pool is divided among executives and employees of Griffin Land. The amounts earned by Griffin Land employees under the Griffin Land Incentive Plan may be increased at the discretion of the Compensation Committee. The Compensation Committee did not exercise its discretion to alter the amounts earned under each incentive plan component based on the formulas set forth in the Griffin Land Incentive Plan.

assets. Over the past three years, achievement of the components of the Griffin Land Incentive Plan has been as follows:

 The achievement of profit from property sales and leasing of currently vacant space resulted in $144,000 being

Amounts earned under each objective are accrued into the Griffin Incentive Plan up to a maximum incentive compensation poolamount, which in fiscal 2017 was $1,687,500 (excluding any amount related to Group 3 Property Sales for the Griffin Land Incentive Planwhich there was no maximum). The maximum compensation amounts and amounts accrued under each objective for fiscal 2014.2017, based on the level of achievement of each incentive plan component for Griffin is shown in the following table. The amounts in the table below reflect performance against each incentive plan component, calculated pursuant to the formulas described above, and Griffin’s Compensation Committee did not make a discretionary increaseexercise any discretion to the incentive compensation pool in fiscal 2014. Per the Griffin Land Incentive Plan for fiscal 2014, achievement of the leasing of industrial space in Pennsylvania component resulted in $20,000 being included in the total incentive compensation pool of $144,000 for Griffin Land employees and an additional $20,000 to be awarded at the discretion of the Compensation Committee. The Compensation Committee, at its discretion, authorized distribution of this amount as follows: $2,500 to Griffin Land's Senior Vice President; $5,000 to Griffin Land's Vice President of Construction; and $12,500 to Griffin's President and COO. In addition to the above, Griffin's CEO and the Compensation Committee also awarded $5,000 to Griffin Land's Vice President of Constructionmodify bonuses from the unallocated portion of the Griffin Landformulaic results under each incentive compensation poolplan component (except with respect to Group 3 Property Sales for his performance related to additional construction activities in both Connecticut and Pennsylvania in fiscal 2014. No other Named Executive Officers received a discretionary allocation from the Compensation Committee.which there was no specific formula).

Corporate

        The 2014 CorporateGriffin Incentive Compensation Plan (the "Corporate Incentive Plan") was designed to reward corporate employees, including Griffin's Chairman and CEO, President and COO and the Vice President, Chief Financial Officer and Secretary, based on the results of Griffin's real estate business, consistent with Griffin's goal to award for performance for achievement of Griffin's objectives. Under the Corporate Incentive Plan, corporate employees may earn incentive compensation based on the following two criteria: (a) property sales taken into account under the Griffin Land Incentive Plan and (b) Griffin's funds from operations ("FFO") as calculated under the Corporate Incentive Plan. The incentive compensation pool under the Corporate Incentive Plan consists of (i) an amount equal to 50% of the incentive compensation for property sales accrued into the Griffin Land Incentive Plan; and (ii) if Griffin's FFO is greater than certain thresholds of FFO, an amount equal to a percentage of FFO achieved. For fiscal 2014, a total of $89,561, consisting of $25,281, the amount equal to 50% of

the amount of the Griffin Land incentive compensation pool for property sales, and $64,280, the amount equal to a percentage of FFO in excess of specified thresholds (as reflected in the Corporate Incentive Plan), was accrued into the Corporate incentive compensation pool, of which the Chairman and CEO, President and COO and the Vice President, Chief Financial Officer and Secretary were beneficiaries. The Chairman and CEO and the President and COO were each allocated $26,868 (30%) of the Corporate incentive compensation pool. As stated above, the President and COO also received $12,500 of the $20,000 attributable to the achievement of the leasing of industrial space in Pennsylvania component of the Griffin Land Incentive Plan, awarded by the Compensation Committee. The Vice President, Chief Financial Officer and Secretary was allocated $13,434 (15%) of the Corporate incentive compensation pool.

 In addition, on March 11, 2014, the Compensation Committee, at its discretion, awarded the Vice President, Chief Financial Officer and Secretary a bonus of $15,000 related to the completion of the disposition of the landscape nursery growing operations of Imperial Nurseries, Inc.

Long-Term

Long‑Term Incentive Program—Equity Awards

Griffin believes that equity ownership in Griffin is important to provide its Named Executive Officers with long-termlong‑term incentives to build value for Griffin'sGriffin’s stockholders. In addition, the equity program is designed to attract and retain the executive management team. The Griffin equity program consists entirely of stock option awards. Stock options have value only if the stock price increases over time and, therefore, provide executives with an incentive to build Griffin'sGriffin’s value. This characteristic ensures that the Named Executive Officers may have a meaningful portion of their compensation tied to future stock price increases. If Griffin'sGriffin’s stock price increases, stock options have the potential to provide high returns to its executives, thus helping Griffin to attract and retain management. However, the realizable value of the stock options can fall to zero if the stock price is lower than the exercise price established on the date of grant.

Stock option awards to Named Executive Officers are entirely discretionary. The Executive Chairman and the CEO recommendsrecommend whether and how many stock options should be awarded to the other Named Executive Officers or others, and the Compensation Committee approves or, if necessary, modifies histheir recommendations. The Compensation Committee solely determines whether and how many stock options should be awarded to the Executive Chairman and the CEO. In making stock option award determinations, the Executive Chairman and the CEO and the Compensation Committee consider the prior contribution of participants and their expected future contributions to the growth of Griffin. In fiscal 2014,2017, no stock options were awarded to any of the Named Executive Officers and no stock options were awarded to other employees.Officers.

The Griffin Land & Nurseries,Industrial Realty, Inc. 2009 Stock Option Plan (the "2009“2009 Stock Option Plan"Plan”) makes available options to purchase 386,926 shares of Griffin common stock, which includesplus any additional shares subject to the forfeited options to purchase the 161,926 shares that were available for issuance under Griffin'sGriffin’s prior stock option plan. The Compensation Committee of Griffin'sGriffin’s Board of Directors or, with respect to awards to non‑employee directors, the Board of Directors, administers the 2009 Stock Option Plan. Options granted under the 2009 Stock Option Plan may be either incentive stock options or non-qualifiednon‑qualified stock options issued at the fair market value of a share of common stock on the date the award is approved by Griffin'sGriffin’s Compensation Committee. Vesting of all of Griffin'sGriffin’s previously issued stock options is solely based upon service requirements and does not contain market or performance conditions.

Stock options granted expire no later than ten years from the grant date. In accordance with the 2009 Stock Option Plan, stock options granted to non-employeenon‑employee directors upon their initial election to the board of directors are fully exercisable immediately upon the date of the option grant. Stock options granted to non-employeenon‑employee directors upon their reelection to the board of

directors vest on the second anniversary from the date of grant. Stock options granted to employees vest in equal installments on the third, fourth and fifth anniversaries from the date of grant. Stock options granted to employees and non-employee directors have a maximum term of ten years from the date of grant.

Of the 386,926 shares of common stock reserved for issuance under the 2009 Stock Option Plan, as of November 30, 2014, 112,7132017, 254,661 shares were subject to outstanding options granted under the 2009 Stock Option Plan. In addition, as of November 30, 2014, 274,213and 159,318 shares were available for future awards under the 2009 Stock Option Plan (which includes certain shares that again became available following the forfeiture of outstanding options). In addition to options outstanding under the 2009 Stock Option Plan, as of November 30, 2017, 79,101 shares remain subject to outstanding options granted under Griffin’s prior stock option plan. For more information on stock options, see the

Summary Compensation Table, the Grants of Plan-BasedPlan‑Based Awards Table, and the Outstanding Equity Awards Table and their footnotes.

Perquisites and Other Benefits

        Griffin'sGriffin’s Named Executive Officers are eligible for the same health and welfare programs and benefits as the rest of its employees in their respective locations.employees. In addition, Griffin'sGriffin’s Vice President, Chief Financial Officer and Secretary receives an automobile allowance of $8,000 per year and Griffin Industrial, LLC’s Senior Vice President receives a medical insurance allowance of $3,300 per year.

        Griffin'sGriffin’s Named Executive Officers are entitled to participate in and receive employer contributions to Griffin'sGriffin’s 401(k) Savings Plan. In addition, Griffin has established a non-qualified Deferrednon‑qualified deferred compensation plan (the “Deferred Compensation Plan (the "Deferred Compensation Plan"Plan”) that allows eligible participants, including the Named Executive Officers, to defer portions of their annual base salary, as well as receive employer matching contributions with respect to deferrals, that would exceed IRS limits under the Griffin 401(k) Savings Plan. For more information on employer contributions to the Griffin 401(k) Savings Plan and the Deferred Compensation Plan, see the Summary Compensation Table and its footnotes.

Analysis

Base Salary

The following table presents the base salaries for Griffin'sGriffin’s Named Executive Officers in fiscal 20142017 and the percentage increase over their 20132016 base salaries.

Griffin Land

        Mr. Lescalleet was awarded $45,700 in annual incentive compensation for fiscal 2014 based on the formula under the Griffin Land Incentive Plan, which included $2,500 of the $20,000 attributable to the achievement of the leasing of industrial space in Pennsylvania component of the Griffin Land Incentive Plan awarded by the Compensation Committee. Mr. Bosco was awarded $20,800 in annual incentive compensation for fiscal 2014 based on the formula under the Griffin Land Incentive Plan which included $5,000 of the $20,000 attributable to the achievement of the leasing of industrial space in Pennsylvania component of the Griffin Land Incentive Plan that was awarded by the Compensation Committee, and $5,000 from the unallocated portion of the Griffin Land incentive compensation pool, awarded by Griffin's Chairman and CEO and the Compensation Committee. In addition, Griffin's President and COO was awarded $12,500 of the $20,000 attributable to the achievement of the leasing of industrial space in Pennsylvania component of the Griffin Land Incentive Plan awarded by the Compensation Committee.

Corporate

        The Chairman and CEO was awarded $26,868 in annual incentive compensation for fiscal 2014 based on the formula under the Corporate Incentive Plan. In addition to his bonus under the Griffin Land Incentive Plan, the President and COO was awarded $26,868 in annual incentive compensation for fiscal 2014 based on the formula under the Corporate Incentive Plan. The Vice President, Chief Financial Officer and Secretary was awarded $13,434 attributable to non-discretionary incentive compensation for fiscal 2014 based on the formula under the Corporate Incentive Plan. The Compensation Committee did not exercise its discretion to alter the amounts earned based onby each Named Executive Officer from their respective allocation of incentive compensation accruals under the formulas set forth in the CorporateGriffin Incentive Plan. The Chairman and CEO and Vice President, Chief Financial Officer and SecretaryNamed Executive Officers received no additional discretionary allocation from the Compensation Committee.

Stockholder Say-on-PayLong-Term Incentive Program – Equity Awards Compensation Plan

During fiscal 2017, no stock options were granted to any of the Named Executive Officers.

Shareholder Say‑on‑Pay Votes

At Griffin's 2014Griffin’s 2017 annual meeting of stockholders, Griffin'sGriffin’s stockholders were given the opportunity to cast an advisory vote on Griffin'sGriffin’s executive compensation. Approximately 99.9%99.7% of the votes cast on this "2014 say-on-pay vote"“2017 say‑on‑pay vote” were voted in favor of the proposal. Griffin has considered the 2014 say-on-pay2017 say‑on‑pay vote and believes that the support for the 2014 say-on-pay2017 say‑on‑pay vote proposal indicates that Griffin'sGriffin’s stockholders casting votes are supportive of the approach to executive compensation. Thus, Griffin did not make changes to its executive compensation arrangements in response to the 2014 say-on-pay2017 say‑on‑pay vote. In the future, Griffin will continue to consider the outcome of the say-on-paysay‑on‑pay votes when making compensation decisions regarding its Named Executive Officers.

Accounting and Tax Considerations

Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to certain executive officers.  The Tax Cuts and Jobs Act (“TCJA”), which was signed into law on December 22, 2017, has limited the “performance-based compensation” exception to the $1,000,000 deduction cap of Section 162(m) of the Code and may adversely affect the tax deductibility of certain compensation paid to Griffin’s executive officers. However, Griffin does not believe it need now adopt any policy with respect to the $1,000,000 deduction cap of Section 162(m) of the Internal Revenue Code. While the Compensation Committee will give due consideration to the deductibility of compensation payments on compensation arrangements with Griffin'sGriffin’s executive officers (including with respect to the TCJA), the Compensation Committee will make its compensation decisions based on an overall determination of what it believes to be in the best interests of Griffin and its stockholders, and deductibility will be only one among a number of factors used by the Compensation Committee in making its compensation decisions.

Section 4999 and Section 280G of the Internal Revenue Code provide that certain executives could be subject to significant excise taxes if they receive payments or benefits that exceed certain limits in connection with a change in ownership or change in effective control of Griffin and that Griffin or its successors could lose an income tax deduction with respect to the payments subject to the excise tax. Griffin has not entered into any agreements with any executives that provide for a tax "gross up"“gross up” or other reimbursement for taxes the executive might be required to pay pursuant to Section 4999 of the Internal Revenue Code.

Section 409A of the Internal Revenue Code imposes significant additional taxes and interest on underpayments of taxes in the event an employee or other service provider defers compensation under a plan or agreement that does not meet the requirements of Section 409A of the Internal Revenue Code. Griffin has generally structured its programs and individual arrangements in a manner intended to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management Griffin'sGriffin’s Compensation Discussion and Analysis, and based upon this review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Griffin'sGriffin’s Form 10‑K and this Proxy Statement for its 20152018 Annual Meeting of Stockholders and the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2014,to be filed with the Securities and Exchange Commission on February 13, 2015.Commission.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information regarding compensation of each of Griffin'sGriffin’s Named Executive Officers for services rendered during fiscal years 2014, 20132017, 2016 and 2012.2015: