GRIFFON CORP (GFF)
Sector: Industrials
2026 Annual Meeting Analysis
GRIFFON CORP · Meeting: February 18, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of eleven directors for a term of one year
Director since 1995 with relevant operational and investment experience; GFF's 3-year total return of +110.3% outpaces the peer group median of +22.8% by +87.5 percentage points, well above the 50pp threshold required to trigger a no-vote given GFF's strong positive absolute return; no overboarding, attendance, or independence concerns noted.
Lead Independent Director since 2023 with deep corporate governance and M&A legal experience; TSR trigger does not apply given GFF's exceptional 3-year outperformance of +87.5pp above peer median; serves on Compensation and Finance committees as an independent director with no conflict concerns.
Director since February 2022, just over 24 months prior to the meeting date, bringing significant finance, treasury, and capital markets expertise; TSR trigger does not apply given strong outperformance; serves only on the Finance Committee with no independence or attendance concerns.
Director since 2015 and designated Audit Committee Financial Expert; former Grant Thornton partner — board has assessed this prior relationship as immaterial given he never worked on Griffon audits and has no current financial relationship with Grant Thornton; TSR outperformance trigger does not apply; no other concerns.
Director since 2019 with legal and public affairs background; TSR trigger does not apply given strong peer outperformance; serves on Compensation and NCG committees as an independent director with no attendance or independence concerns flagged.
CEO and Chairman since 2008 and director since 1993; executive directors are subject to the same TSR trigger as all other directors, but GFF's 3-year return of +110.3% exceeds the peer median by +87.5pp, well above the 50pp threshold for a strong-positive-TSR company, so the trigger does not apply; no overboarding concerns as he holds no outside public company board seats.
Director since 2019 with restructuring and long-term investment experience; serves on Audit Committee; TSR outperformance trigger does not apply; all directors attended at least 75% of meetings in fiscal 2025.
Director since 2018 with investor relations and capital markets experience; serves on Compensation and NCG committees as an independent director; TSR trigger does not apply given strong peer outperformance; no attendance or independence concerns.
Director since 2013 with extensive banking and leveraged finance expertise; serves on Audit and Finance committees; TSR trigger does not apply; proxy confirms all directors met the 75% attendance threshold in fiscal 2025.
Director since February 2022, bringing industrial operations and supply chain expertise relevant to GFF's manufacturing businesses; TSR trigger does not apply given strong outperformance; serves on Audit Committee as an independent director with no concerns.
Director since 2018 and Chair of the Compensation Committee with private equity and entrepreneurship experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns noted.
All eleven director nominees receive a FOR recommendation. GFF's 3-year total shareholder return of +110.3% outperforms the company-disclosed peer group median of +22.8% by +87.5 percentage points — far exceeding the 50-point threshold required to trigger a no-vote for a company with strong positive absolute returns. The board is 91% independent, fully declassified as of 2024, discloses a skills matrix, has a designated Audit Committee Financial Expert, and all directors met the 75% attendance requirement in fiscal 2025. No overboarding, familial relationship, or non-independence-on-committee issues were identified.
Say on Pay
✓ FORCEO
Ronald J. Kramer
Total Comp
$17,515,575
Prior Support
89.7%%
CEO total compensation of approximately $17.5 million is elevated for a $3.3B market-cap industrial company, but the program's structure strongly supports a FOR vote: the company reports that over 81% of the CEO's pay in fiscal 2025 was tied to measurable performance goals, including EBITDA, working capital, Core EPS, free cash flow, return on invested capital (ROIC), and relative total shareholder return — all meaningful, multi-year metrics rather than easily gamed short-term targets. Pay-for-performance alignment is clearly present: GFF's 3-year stock return of +110.3% outpaces the peer group median by +87.5 percentage points, and the company achieved record adjusted earnings per share of $5.65 and record adjusted EBITDA of $522 million in fiscal 2025. Prior shareholder support was a strong 89.7% at the 2025 annual meeting, the company has a meaningful clawback policy, robust stock ownership guidelines, and post-vesting holding period requirements — all of which are positive governance features.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or a fee breakdown table, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed — under the policy, the tenure trigger requires confirmed data to fire, so a FOR vote applies by default. Grant Thornton is a large national accounting firm (top-six nationally) and is generally adequate for a company of GFF's size and complexity, though it falls outside the Big 4; the board's Audit Committee, which includes a designated financial expert, has sole authority over auditor selection and pre-approval of all fees. The absence of tenure disclosure is noted as a minor negative, but is not sufficient to override the default FOR.
Overall Assessment
The 2026 Griffon Corp annual meeting ballot contains three standard proposals: director elections, Say on Pay, and auditor ratification. All three receive FOR recommendations — GFF's exceptional 3-year total shareholder return of +110.3% (outperforming its peer group by +87.5 percentage points) clears the TSR trigger for all directors, the executive pay program is heavily performance-based with meaningful multi-year metrics and strong alignment to shareholder outcomes, and while auditor tenure is undisclosed (preventing the tenure trigger from firing), Grant Thornton is an appropriate large national firm for GFF's size.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing