GRIFFON CORP

For the period ended Feb 18, 2026. Filed Jan 9, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 18, 2026 · Filed Jan 9, 2026

GFF$101.03-1.3%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

AGENDA AND VOTING RECOMMENDATIONS

Proposal	Board Vote Recommendation	Page Reference
1. Election of eleven directors for a term of one year	FOR	15
2. Advisory vote on executive compensation	FOR	86
3. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2026	FOR	88

COMPOSITION OF BOARD OF DIRECTORS

The following table provides summary information about each nominee for election at the Annual Meeting. Each nominee is currently a director on our Board. For more detailed information about our directors, see “Proposal 1–Election of Directors” on page 15.

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

GOVERNANCE HIGHLIGHTS

We recognize that strong corporate governance contributes to long-term shareholder value. We strive to ensure that our corporate governance reflects best practices tailored, as necessary, to our culture, goals and strategy. Our corporate governance practices include the items below:

Recent Changes
•	In 2022, we committed that, by 2025, 40% of our independent directors would be women or persons of color. We met this goal in 2024.
•	In 2022 we began the transition to declassify our Board. Our Board was fully declassified by 2024.
•	In 2025 we revised our charter to reduce the size of our Board from a range of twelve to fourteen directors to a range of nine to eleven directors.

Independence	Best Practices	Accountability
• Every member of the Board except our CEO is independent • Strong independent Lead Director with clearly delineated duties • All standing Board Committees composed entirely of independent directors • Independent directors hold regular executive sessions at the Board and Committee levels	• Annual shareholder outreach program • Proactive Board that is responsive to shareholder feedback • Diverse Board in terms of gender, ethnicity, and specific skills and qualifications • Regular Board refreshment (5 of 11 directors being nominated for re-election have joined the Board since 2019) • Strategy and risk oversight by full Board and Committees • Periodic changes to membership of standing Board Committees • Long-standing commitment to sustainability and corporate social responsibility • Robust stock ownership guidelines for executive officers and nonemployee directors	• Annual Board and Committee self-evaluations, including individual Board member evaluation • A substantial portion of compensation paid to our NEOs is performance-based • Clawback policy that applies to our short and long-term incentive plans

2025 PERFORMANCE SNAPSHOT

Our 2025 operating results continue to reflect the impact of the strategic actions taken to strengthen Griffon and position ourselves for additional growth and increased profitability, while providing the flexibility to return substantial capital to shareholders.

Our business model is delivering results

We generated record adjusted EBITDA and adjusted earnings per share (EPS), and substantial free cash flow, in fiscal 2025. Our fiscal 2025 free cash flow of $323 million allowed us to return a robust $174 million to shareholders through a combination of dividends and share repurchases while also decreasing our net debt to EBITDA leverage ratio(1) from 2.6x at the end of fiscal 2024 to 2.4x at the end of fiscal 2025. Our strong balance sheet, coupled with our solid free cash flow and proven ability to access the capital markets, provides flexibility to return capital to shareholders, reduce debt and/or pursue strategic acquisitions.

(1)	See Appendix A for the calculation of our net debt to EBITDA leverage ratio as of September 30, 2025 and September 30, 2024, which is calculated based on the applicable covenant in Griffon’s credit agreement.

(2)

For a reconciliation of Income (loss) before taxes from continuing operations to adjusted EBITDA (defined as segment adjusted EBITDA less unallocated amounts, excluding depreciation) for each of 2025, 2024, 2023 and 2022, see Appendix A to this Proxy Statement. Income (loss) before taxes from continuing operations was $127.4 million for 2025, $296.7 million for 2024, $112.7 million for 2023 and ($270.9) million for 2022.

(3)

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

(4)

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

EXECUTIVE COMPENSATION HIGHLIGHTS

We strive to provide incentives to senior management to achieve both short-term and long-term objectives and to reward exceptional performance. We believe our compensation practices and our overall level of executive compensation reflect our commitment to performance-based pay.

We provide highlights of our compensation program below. Please review our Compensation Discussion and Analysis and compensation-related tables beginning on page 33 of this Proxy Statement for a complete understanding of our compensation program.

Compensation program highlights

Based on shareholder feedback, - our CFO and General Counsel now receive restricted stock grants with the same performance metrics and goals as the CEO and COO - beginning in fiscal 2022, we included free cash flow as a component of our long-term cash incentive program for our NEOs - beginning in fiscal 2022, we included return on invested capital as a performance measure for equity grants to our CEO and COO •For fiscal 2025, we removed ESG as a performance metric for our short-term cash program. We do, however, continue to track and report on our progress with respect to our ESG program; see our Fiscal Year 2024 Sustainability Report, which is available on our website at www.Griffon.com

PERFORMANCE-BASED COMPENSATION STRUCTURE

Note: equity awards are based upon grant date value

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