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.

	Summary						Average Summary			Average			Value of $100 Investment Based on						Net Income			Company
Year	Compensation Table Total for CEO (1)			Compensation Actually Paid for CEO (2)			Compensation Table Total for other NEOs (3)			Compensation Actually Paid for other NEOs (4)			TSR (5)			Peer Group TSR (6)			(loss) in millions (7)			Selected Measure: Adjusted EPS (8)
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

Pay vs Performance Disclosure

Name

Adjusted Earnings Per Share

Measure:: 2

Pay vs Performance Disclosure

Name

EBITDA

Measure:: 3

Pay vs Performance Disclosure

Name

Working Capital

Measure:: 4

Pay vs Performance Disclosure

Name

Return on Invested Capital

Measure:: 5

Pay vs Performance Disclosure

Name

Relative Total Shareholder Return

Measure:: 6

Pay vs Performance Disclosure

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

[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] (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.