Pay vs Performance Disclosure | 12 Months Ended |
Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) |
Pay vs Performance Disclosure | | | | | |
Pay vs Performance Disclosure, Table | | Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” or “CAP” and certain financial performance of the Company. You should refer to the “Compensation Discussion and Analysis” section in this proxy statement for a description of our pay-for-performance philosophy and how we design our compensation programs to align executive compensation with the Company’s performance. Pay for Performance Table The following table shows, for the fiscal years 2024, 2023, 2022 and 2021: • the total compensation for our CEO as set forth in the Summary Compensation Table (“SCT”); • the CAP for our CEO (as determined under SEC rules); • the total compensation for our other NEOs, on an average basis, as set forth in the SCT; • the CAP for our other NEOs, on an average basis (as determined under SEC rules); • our total shareholder return, or “TSR”; • the TSR of the Peer Group we selected, which is the Dow Jones Diversified Industrials Index; • our net income (loss); and • Adjusted Earnings Per Share, or “Adjusted EPS” – which is the financial performance measure we selected as being the most important measure for linking compensation for our NEOs to company performance. Value of $100 Year Summary Compensation Average Average TSR Peer Net Income Company 2024 16,545,460 53,367,662 4,085,163 9,774,935 431.70 204.57 209.90 5.12 2023 13,109,546 33,349,818 3,068,733 6,436,219 242.24 137.06 77.62 4.54 2022 14,288,968 29,725,481 3,159,809 5,393,548 166.95 99.97 (191.56) 4.07 2021 19,698,397 28,421,393 3,603,355 4,912,235 127.63 136.69 79.21 1.86 (1) Our CEO was Ronald J. Kramer for each of 2024, 2023, 2022 and 2021. (2) The “compensation actually paid” (or “CAP”) to our CEO reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2024, 2023, 2022 and 2021: Year 2024 2023 2022 2021 CEO SCT Total Compensation 16,545,460 13,109,546 14,288,968 19,698,397 Less: Stock Award Values Reported in SCT for the Covered Year ($) (6,411,093 ) (2,432,249 ) (3,637,347 ) (9,601,339 ) Plus: Fair Value for Stock Awards Granted in the Year that are Unvested ($) 5,646,444 4,905,206 5,630,653 10,759,835 Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested ($) 23,358,229 15,785,875 12,936,636 7,830,900 Plus: Fair Value of Stock Awards Granted and Vested in the Year — — — — Change in Fair Value of Stock Awards Granted that Vested in the Year ($) 14,228,622 1,981,440 506,570 — Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) — — — (266,400 ) Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation ($) — — — — Compensation Actually Paid ($) 53,367,662 33,349,818 29,725,481 28,421,393 (3) Our other NEOs for each of the fiscal years 2024, 2023, 2022 and 2021 were Robert F. Mehmel, our President and Chief Operating Officer; Brian G. Harris, our Executive Vice President and Chief Financial Officer; and Seth L. Kaplan, our Senior Vice President, General Counsel and Secretary. (4) The average CAP to our other NEOs reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2024, 2023, 2022 and 2021: Year 2024 2023 2022 2021 Other NEOs Average SCT Total Compensation 4,085,163 3,068,733 3,159,809 3,603,355 Less: Average Stock Award Values Reported in SCT for the Covered Year ($) (1,923,389 ) (822,038 ) (1,022,894 ) (1,595,332 ) Plus: Average Fair Value for Stock Awards Granted in the Year that are Unvested ($) 1,693,983 1,339,696 1,399,524 1,774,842 Average Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested ($) 4,110,627 2,527,272 1,744,080 1,133,229 Plus: Average Fair Value of Stock Awards Granted and Vested in the Year — — — — Average Change in Fair Value of Stock Awards Granted that Vested in the Year ($) 1,808,551 322,556 113,029 25,741 Less: Average Fair Value of Stock Awards Forfeited during the Covered Year ($) — — — (29,600 ) Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation ($) — — — — Average Compensation Actually Paid ($) 9,774,935 6,436,219 5,393,548 4,912,235 (5) For each fiscal year, represents our cumulative TSR for the period beginning October 1, 2020 and ending on September 30 of such year, assuming $100 invested in Griffon common stock on October 1, 2020 and reinvestment of all dividends. (6) For purposes of this analysis, our peer group TSR is calculated using the Dow Jones Diversified Industrials Index. (7) Reflects “Net Income (Loss)” as reported in our Consolidated Income Statements included in our Annual Report on Form 10-K for each of the fiscal years ended September 30, 2024, 2023, 2022 and 2021. (8) Company selected measure is Adjusted EPS. For a reconciliation of income (loss) from continuing operations to Adjusted EPS for each of fiscal years 2024, 2023, 2022 and 2021, see Appendix A. | | | |
Company Selected Measure Name | | Adjusted EPS | | | |
Named Executive Officers, Footnote | | Our other NEOs for each of the fiscal years 2024, 2023, 2022 and 2021 were Robert F. Mehmel, our President and Chief Operating Officer; Brian G. Harris, our Executive Vice President and Chief Financial Officer; and Seth L. Kaplan, our Senior Vice President, General Counsel and Secretary. | | | |
Peer Group Issuers, Footnote | | For purposes of this analysis, our peer group TSR is calculated using the Dow Jones Diversified Industrials Index. | | | |
PEO Total Compensation Amount | [1] | $ 16,545,460 | $ 13,109,546 | $ 14,288,968 | $ 19,698,397 |
PEO Actually Paid Compensation Amount | [2] | $ 53,367,662 | 33,349,818 | 29,725,481 | 28,421,393 |
Adjustment To PEO Compensation, Footnote | | The “compensation actually paid” (or “CAP”) to our CEO reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2024, 2023, 2022 and 2021: Year 2024 2023 2022 2021 CEO SCT Total Compensation 16,545,460 13,109,546 14,288,968 19,698,397 Less: Stock Award Values Reported in SCT for the Covered Year ($) (6,411,093 ) (2,432,249 ) (3,637,347 ) (9,601,339 ) Plus: Fair Value for Stock Awards Granted in the Year that are Unvested ($) 5,646,444 4,905,206 5,630,653 10,759,835 Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested ($) 23,358,229 15,785,875 12,936,636 7,830,900 Plus: Fair Value of Stock Awards Granted and Vested in the Year — — — — Change in Fair Value of Stock Awards Granted that Vested in the Year ($) 14,228,622 1,981,440 506,570 — Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) — — — (266,400 ) Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation ($) — — — — Compensation Actually Paid ($) 53,367,662 33,349,818 29,725,481 28,421,393 | | | |
Non-PEO NEO Average Total Compensation Amount | [3] | $ 4,085,163 | 3,068,733 | 3,159,809 | 3,603,355 |
Non-PEO NEO Average Compensation Actually Paid Amount | [4] | $ 9,774,935 | 6,436,219 | 5,393,548 | 4,912,235 |
Adjustment to Non-PEO NEO Compensation Footnote | | The average CAP to our other NEOs reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2024, 2023, 2022 and 2021: Year 2024 2023 2022 2021 Other NEOs Average SCT Total Compensation 4,085,163 3,068,733 3,159,809 3,603,355 Less: Average Stock Award Values Reported in SCT for the Covered Year ($) (1,923,389 ) (822,038 ) (1,022,894 ) (1,595,332 ) Plus: Average Fair Value for Stock Awards Granted in the Year that are Unvested ($) 1,693,983 1,339,696 1,399,524 1,774,842 Average Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested ($) 4,110,627 2,527,272 1,744,080 1,133,229 Plus: Average Fair Value of Stock Awards Granted and Vested in the Year — — — — Average Change in Fair Value of Stock Awards Granted that Vested in the Year ($) 1,808,551 322,556 113,029 25,741 Less: Average Fair Value of Stock Awards Forfeited during the Covered Year ($) — — — (29,600 ) Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation ($) — — — — Average Compensation Actually Paid ($) 9,774,935 6,436,219 5,393,548 4,912,235 | | | |
Compensation Actually Paid vs. Total Shareholder Return | | | | | |
Compensation Actually Paid vs. Net Income | | | | | |
Compensation Actually Paid vs. Company Selected Measure | | | | | |
Tabular List, Table | | Most Important Financial Performance Metrics. Listed below are the financial performance measures which, in our view, represent the most important financial performance measures we used to link compensation actually paid to our named executive officers for 2024 to company performance: • Adjusted Earnings Per Share • EBITDA • Working Capital • Return on Invested Capital • Relative Total Shareholder Return | | | |
Total Shareholder Return Amount | [5] | $ 431.7 | 242.24 | 166.95 | 127.63 |
Peer Group Total Shareholder Return Amount | [6] | 204.57 | 137.06 | 99.97 | 136.69 |
Net Income (Loss) | [7] | $ 209.9 | $ 77.62 | $ (191.56) | $ 79.21 |
Company Selected Measure Amount | [8] | 5.12 | 4.54 | 4.07 | 1.86 |
PEO Name | | Ronald J. Kramer | | | |
Measure:: 1 | | | | | |
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Name | | Adjusted Earnings Per Share | | | |
Measure:: 2 | | | | | |
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Name | | EBITDA | | | |
Measure:: 3 | | | | | |
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Name | | Working Capital | | | |
Measure:: 4 | | | | | |
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Name | | Return on Invested Capital | | | |
Measure:: 5 | | | | | |
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Name | | Relative Total Shareholder Return | | | |
Measure:: 6 | | | | | |
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Compensation Actually Paid vs. Other Measure | | | | | |
PEO | Stock Award Values Reported in SCT for the Covered Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | $ (6,411,093) | $ (2,432,249) | $ (3,637,347) | $ (9,601,339) |
PEO | Fair Value for Stock Awards Granted in the Year that are Unvested [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 5,646,444 | 4,905,206 | 5,630,653 | 10,759,835 |
PEO | Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 23,358,229 | 15,785,875 | 12,936,636 | 7,830,900 |
PEO | Fair Value of Stock Awards Granted and Vested in the Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | |
PEO | Change in Fair Value of Stock Awards Granted that Vested in the Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 14,228,622 | 1,981,440 | 506,570 | |
PEO | Fair Value of Stock Awards Forfeited during the Covered Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | (266,400) |
PEO | Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | |
Non-PEO NEO | Stock Award Values Reported in SCT for the Covered Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | (1,923,389) | (822,038) | (1,022,894) | (1,595,332) |
Non-PEO NEO | Fair Value for Stock Awards Granted in the Year that are Unvested [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 1,693,983 | 1,339,696 | 1,399,524 | 1,774,842 |
Non-PEO NEO | Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 4,110,627 | 2,527,272 | 1,744,080 | 1,133,229 |
Non-PEO NEO | Fair Value of Stock Awards Granted and Vested in the Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | |
Non-PEO NEO | Change in Fair Value of Stock Awards Granted that Vested in the Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 1,808,551 | 322,556 | 113,029 | 25,741 |
Non-PEO NEO | Fair Value of Stock Awards Forfeited during the Covered Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | (29,600) |
Non-PEO NEO | Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | |
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[1]Our CEO was Ronald J. Kramer for each of 2024, 2023, 2022 and 2021.[2]The “compensation actually paid” (or “CAP”) to our CEO reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2024, 2023, 2022 and 2021: Year 2024 2023 2022 2021 CEO SCT Total Compensation 16,545,460 13,109,546 14,288,968 19,698,397 Less: Stock Award Values Reported in SCT for the Covered Year ($) (6,411,093 ) (2,432,249 ) (3,637,347 ) (9,601,339 ) Plus: Fair Value for Stock Awards Granted in the Year that are Unvested ($) 5,646,444 4,905,206 5,630,653 10,759,835 Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested ($) 23,358,229 15,785,875 12,936,636 7,830,900 Plus: Fair Value of Stock Awards Granted and Vested in the Year — — — — Change in Fair Value of Stock Awards Granted that Vested in the Year ($) 14,228,622 1,981,440 506,570 — Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) — — — (266,400 ) Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation ($) — — — — Compensation Actually Paid ($) 53,367,662 33,349,818 29,725,481 28,421,393 Year 2024 2023 2022 2021 Other NEOs Average SCT Total Compensation 4,085,163 3,068,733 3,159,809 3,603,355 Less: Average Stock Award Values Reported in SCT for the Covered Year ($) (1,923,389 ) (822,038 ) (1,022,894 ) (1,595,332 ) Plus: Average Fair Value for Stock Awards Granted in the Year that are Unvested ($) 1,693,983 1,339,696 1,399,524 1,774,842 Average Change in Fair Value of Outstanding Stock Awards from Prior Years that are Unvested ($) 4,110,627 2,527,272 1,744,080 1,133,229 Plus: Average Fair Value of Stock Awards Granted and Vested in the Year — — — — Average Change in Fair Value of Stock Awards Granted that Vested in the Year ($) 1,808,551 322,556 113,029 25,741 Less: Average Fair Value of Stock Awards Forfeited during the Covered Year ($) — — — (29,600 ) Value of Dividends Paid on Equity Awards not Reflected in Fair Value or Total Compensation ($) — — — — Average Compensation Actually Paid ($) 9,774,935 6,436,219 5,393,548 4,912,235 | |