Form 4: Griffon CEO Kramer Boosts Stake with Restricted Stock Grant

Griffon Corp's Chairman and CEO, Ronald J. Kramer, acquired 136,864 shares of common stock through a restricted stock grant, increasing his direct beneficial ownership to over 2 million shares.

Summary

• Ronald J. Kramer, Chairman of the Board and CEO of Griffon Corp (GFF), acquired 136,864 shares of common stock.
• The acquisition was a grant of restricted shares under the Company's 2016 Equity Incentive Plan, with an acquisition price of $0 per share.
• Vesting of these restricted shares is partially dependent on the attainment of specified financial and market performance criteria, which were certified on November 18, 2025.
• Subject to Mr. Kramer's continued employment, the restricted shares are scheduled to vest on November 30, 2025.
• Following this transaction, Mr. Kramer's direct beneficial ownership of common stock stands at 2,026,161 shares.
• Additionally, Mr. Kramer indirectly beneficially owns 5,240 shares through an ESOP and 40,298 shares through his spouse.

Sentiment

Score: 7

Explanation: The grant of restricted shares to the CEO is a positive signal for corporate governance and alignment of interests, as vesting is tied to performance and continued employment. It is a routine compensation event rather than a direct market-moving investment.

Positives

• The grant of restricted shares aligns the CEO's interests with long-term shareholder value, as vesting is tied to specific financial and market performance criteria.
• Increased insider ownership, even through a grant, can signal confidence in the company's future prospects.

Negatives

• The acquisition was a grant of shares at $0, not a direct cash purchase by the insider, which would typically demonstrate stronger conviction.
• The full vesting of shares is contingent on continued employment and future performance, introducing a degree of uncertainty.

Risks

• The vesting of the restricted shares is subject to the reporting person's continued employment, meaning the shares could be forfeited if employment ceases before November 30, 2025.
• The extent to which specified financial and market performance criteria were achieved was certified, but the specific details of these criteria and their attainment levels are not fully disclosed in this filing.

Future Outlook

The restricted shares granted to Ronald J. Kramer are scheduled to vest on November 30, 2025, contingent upon his continued employment with Griffon Corp.

Management Comments

• The grant of restricted shares to Chairman and CEO Ronald J. Kramer under the Company's 2016 Equity Incentive Plan reflects a commitment to performance-based compensation and aligns management's incentives with shareholder interests.

Industry Context

The grant of performance-based restricted stock to a CEO is a common executive compensation practice across various industries, designed to align leadership incentives with long-term shareholder value creation and retention.

Comparison to Industry Standards

• The use of restricted stock grants tied to performance criteria and continued employment is a standard component of executive compensation packages in publicly traded companies, consistent with best practices for aligning management and shareholder interests.

Corporate Governance

Related Party Transactions

• The grant of restricted shares to Chairman and CEO Ronald J. Kramer constitutes a related party transaction, which is a standard component of executive compensation packages designed to incentivize performance.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of management's interests with long-term company performance through performance-based equity compensation.
• Employees (specifically the CEO): Receive a significant component of their compensation in the form of equity, incentivizing long-term commitment and performance.

Next Steps

• The restricted shares are expected to vest on November 30, 2025, subject to Ronald J. Kramer's continued employment.

Key Dates

Recommendation

This Form 4 filing reports a routine restricted stock grant to the CEO, which is a standard component of executive compensation. While it positively reinforces alignment between management and shareholder interests through performance-based vesting, it does not introduce new fundamental information or market-moving events that would warrant a change in investment recommendation based solely on this filing.

Keywords

Griffon Corp, GFF, Ronald J. Kramer, Form 4, insider transaction, restricted stock grant, equity incentive plan, CEO compensation, corporate governance, beneficial ownership