Griffon Corp DEF 14A, filed Jan 27, 2025

Griffon Corp (GFF)

DEF 14A 2025-01-27 For: 2025-03-11

View Original

Added on June 12, 2026

About this DEF 14A

Griffon Corp filed this DEF 14A on January 27, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Items of Business:	1.	Election of eleven directors for a term of one year
	2.	Approval of an amendment to our Amended and Restated Certificate of Incorporation (as amended prior to the date hereof, the “Certificate of Incorporation”), to reduce the size of the Board to a range of nine to eleven directors
	3.	Approval of an amendment to our Certificate of Incorporation to provide for the exculpation of certain of our officers from breaches of fiduciary duty to the extent permitted by Delaware law
	4.	Advisory vote on executive compensation
	5.	Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025
	6.	Any other matters that properly come before the meeting


MEETING INFORMATION

Date:	March 11, 2025

Time:	10:00 a.m. Eastern Daylight Time

Place:	Dechert LLP
	1095 Avenue of the Americas
	New York, NY 10036


WHO MAY VOTE

You can vote if you were a stockholder at the close of business on January 21, 2025, the record date.


MATERIALS TO REVIEW

This booklet contains our Notice of Annual Meeting and Proxy Statement. You may access this booklet, as well as our 2024 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, at the following website: http://www.astproxyportal.com/ast/03170

Proxy Statement Summary	4
About the Meeting	10
Proposal 1
– Election of Directors	16
Corporate Governance	25
Stock Ownership	32
Proposal 2
– Approval of an Amendment to Our Certificate of Incorporation to Reduce the Size of the Board	34
Proposal 3
– Approval of an Amendment to Our Certificate of Incorporation to Provide for the Exculpation of Certain Officers from Breaches of Fiduciary Duty as Permitted by Delaware Law	36
Executive Compensation	38
Proposal 4
– Advisory Vote Regarding Executive Compensation	91
Audit Committee Report	92
Proposal 5
– Ratification of Independent Registered Public Accounting Firm	93
Certain Relationships and Related Person Transactions	95
Financial Statements	96
Delinquent Section 16(a) Reports	96
Miscellaneous Information	96
Appendix A	A-1
Appendix B	B-1
Appendix C	C-1

Proposal	Board Vote Recommendation	Page Reference
1. Election of eleven directors for a term of one year	FOR	16
2. Approval of an Amendment to our Certificate of Incorporation to reduce the size of the Board to a range of nine to eleven directors	FOR	34
3. Approval of an Amendment to our Certificate of Incorporation to provide for the exculpation of certain officers from breaches of fiduciary duty to the extent permitted by Delaware law	FOR	36
4. Advisory vote on executive compensation	FOR	91
5. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025	FOR	93

Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships
Henry A. Alpert	77	1995	President, Spartan Petroleum Corp.		Nominating and Corporate Governance (NCG), Finance
Jerome L. Coben	80	2020	Retired Partner, Skadden, Arps, Slate, Meagher and Flom LLP		Compensation, Finance
H. C. Charles Diao	67	2022	Senior Vice President, Finance and Corporate Treasurer, Bally’s Corporation		Finance
Louis J. Grabowsky	73	2015	Founder and principal of Juniper Capital Management		Audit
Lacy M. Johnson	72	2019	Partner, Public Affairs Strategies Group, Taft Stettinius & Hollister LLP		Compensation, NCG
Ronald J. Kramer	66	1993	Chief Executive Officer and Chairman of the Board, Griffon Corporation
James W. Sight	69	2019	Private Investor		Audit
Samanta Hegedus Stewart	49	2018	Former Investor Relations Executive		Compensation, NCG
Kevin F. Sullivan	71	2013	Retired Executive		Audit, Finance
Michelle L. Taylor	56	2022	Vice President, Supply Chain, NiSource Inc.		Audit
Cheryl L. Turnbull	64	2018	Senior Director of the Keenan Center for Entrepreneurship at The Ohio State University		Compensation


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

(1)	See Appendix A for the calculation of our net debt to EBITDA leverage ratio as of September 30, 2024 and September 30, 2023, which is calculated based on the applicable covenant in Griffon’s credit agreement.

(2)	On a continuing operations basis; excludes the results of the Telephonics business which was classified as discontinued operations in our Annual Report on Form 10-K filed on November 17, 2021.

(3)	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 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Income (loss) before taxes from continuing operations was $296.7 million for 2024, $112.7 million for 2023, ($270.9) million for 2022, and $110.0 million for 2021.

(4)	For a reconciliation of Earnings (loss) per share from continuing operations to adjusted Earnings per share from continuing operations for each of 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Earnings (loss) per share from continuing operations was $4.23 for 2024, $1.42 for 2023, $(5.57) for 2022, and $1.32 for 2021.

(5)	For a reconciliation of net cash provided by operating activities from continuing operations to free cash flow for each of 2024, 2023, 2022 and 2021, see Appendix A to this Proxy Statement. Net cash from operating activities was $380.0 million for 2024, $431.8 million for 2023, $59.2 million for 2022, and $69.8 million for 2021.

	1.	The election of eleven directors for a term of one year

	2.	The approval of an amendment to our Certificate of Incorporation to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors

	3.	The approval of an amendment to our Certificate of Incorporation to provide for the exculpation of certain officers from breaches of fiduciary duty to the extent permitted by Delaware law

	4.	An advisory vote on executive compensation

	5.	The ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025

	•	“FOR” THE ELECTION OF EACH OF THE ELEVEN DIRECTORS LISTED IN THIS PROXY STATEMENT UNDER PROPOSAL 1

	•	“FOR” THE PROPOSAL TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REDUCE THE SIZE OF OUR BOARD OF DIRCTORS FROM A RANGE OF TWELVE TO FOURTEEN DIRECTORS TO A RANGE OF NINE TO ELEVEN DIRECTORS UNDER PROPOSAL 2

	•	“FOR” THE PROPOSAL TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OF OUR OFFICERS FROM BREACHES OF FIDUCIARY DUTY AS PERMITTED BY DELAWARE LAW UNDER PROPOSAL 3

	•	“FOR” THE NON-BINDING, ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION UNDER PROPOSAL 4

	•	“FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE CURRENT FISCAL YEAR UNDER PROPOSAL 5

•	The average age of our directors is 68 years and the median tenure is 6 years

•	10 of our 11 directors, or 91%, are independent

•	45% of our directors are women or persons of color


Key Corporate Governance Characteristics

Independent Lead Director Stock Ownership Guidelines Executive Sessions of Independent Directors Independent Compensation Consultant Annual Board and Board Committee Self Evaluations Code of Business Conduct and Ethics Annual Stock Grant to Non-Employee Directors Prohibition on Directors and Officers from Pledging or Hedging Griffon Stock	Ethics Hotline, with Anonymous Reporting Related Party Transaction Policy Disclosure Committee for Financial Reporting Annual Stockholder Approval of Executive Compensation Annual Shareholder Outreach to Solicit Input on Executive Compensation and Corporate Governance Matters Flexibility for Shareholders to Call Special Meetings of Shareholders


Key Responsibilities of the Lead Independent Director

Presides at meetings of the Board at which the Chairman is not present Presides at executive sessions of the independent directors Serves as a liaison between the Chairman and the independent directors Together with the Chairman, establishes the agenda for meetings of the Board Oversees the board and committee annual self-evaluation process	Oversees the flow of information to the Board, and coordinates with the independent directors to ensure that they have access to information they request from time to time Collaborates with the Nominating and Corporate Governance Committee in monitoring the composition and structure of the Board

COMPENSATION COMMITTEE

Chair:	Cheryl L. Turnbull	Members: Jerome L. Coben Lacy M. Johnson Samanta Hegedus Stewart Meetings in Fiscal 2024: 6

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Chair:	Lacy M. Johnson	Henry A. Alpert Samanta Hegedus Stewart Meetings in Fiscal 2024: 1

AUDIT COMMITTEE

Chair:	Louis J. Grabowsky	Members: James W. Sight Kevin F. Sullivan Michelle L. Taylor Meetings in Fiscal 2024: 6

FINANCE COMMITTEE

Chair:	Kevin F. Sullivan	Members: Henry A. Alpert Jerome L. Coben H. C. Charles Diao Meetings in Fiscal 2024: 1

	-	not less than 75 days nor more than 105 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, although if the annual meeting is called for a date that is not within 25 days before or after the anniversary date of the prior year’s annual meeting, the notice must be received not later than the close of business on the 10th day following the first to occur of the day on which notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made; however

	-	notwithstanding the foregoing, if we publicly disclose the date for our next annual meeting of stockholders (i) at least 120 days prior to the date of such meeting and (ii) at least 10 days prior to the time the period for submission of a notice would have otherwise begun (based on the date of the anniversary of the immediately preceding annual meeting) then, to be timely, the notice must be delivered not less than 75 days nor more than 105 days prior to the date publicly disclosed for such meeting.

	—	the nominee’s name, age, business address and residence address

	—	the nominee’s principal occupation and employment

	—	the class and series and number of shares of each class and series of capital stock of Griffon which are owned beneficially or of record by the nominee, and any other direct or indirect pecuniary or economic interest in any capital stock of Griffon held by the nominee, including without limitation, any derivative instrument, swap (including total return swaps), option, warrant, short interest, hedge or profit sharing arrangement, and the length of time that such interests have been held by the nominee

	—	any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder

	—	the stockholder’s name and record address

	—	the class and series and number of shares of each class and series of capital stock of the Company which are owned beneficially or of record by the stockholder, and any other direct or indirect pecuniary or economic interest in any capital stock of Griffon held by the stockholder, including without limitation, any derivative instrument, swap (including total return swaps), option, warrant, short interest, hedge or profit sharing arrangement, and the length of time that such interests have been held by the stockholder

	—	a description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the stockholder

	—	a representation by the stockholder that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in the stockholder’s notice, and

	—	any other information relating to the stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

Name of Beneficial Owner	Common Stock Beneficially Owned		Percent of Class (1)
BlackRock, Inc. and affiliates (2)		6,424,178		13.3	%
The Vanguard Group (3)		6,198,072		12.9	%
Henry A. Alpert (4)(5)		89,490		*
Jerome L. Coben (4)		16,525		*
H. C. Charles Diao (4)		9,079		*
Louis J. Grabowsky (4)		51,076		*
Brian G. Harris (6)		267,972		*
Lacy M. Johnson (4)		23,509		*
Seth L. Kaplan (6)		234,619		*
Ronald J. Kramer (6)(7)		2,877,776		6.0	%
Robert F. Mehmel (6)		1,171,877		2.4	%
General Victor Eugene Renuart (USAF Ret.) (4)		19,312		*
James W. Sight (4)		16,708		*
Samanta Hegedus Stewart (4)		24,357		*
Kevin F. Sullivan (4)		41,168		*
Michelle L. Taylor (4)		9,079		*
Cheryl L. Turnbull (4)		33,730		*
Directors and executive officers as a group (15 persons)		4,886,277		10.2	%

*	Less than 1%.

⁽¹⁾	Unless otherwise indicated and except as otherwise set forth in the Schedules 13G referred to in the footnotes below, ownership represents sole voting and investment power.

⁽²⁾	The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. The number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC by BlackRock, Inc. and certain of its affiliates on January 23, 2024.

⁽³⁾	The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC by The Vanguard Group and certain of its affiliates on November 12, 2024.

⁽⁴⁾	Includes shares of restricted common stock granted pursuant to our director compensation program.

⁽⁵⁾	Includes 13,111 shares held in trusts for the benefit of Mr. Alpert’s grandchildren, and 5,218 shares held in a charitable foundation controlled by Mr. Alpert. Mr. Alpert disclaims beneficial ownership of such shares of common stock.

⁽⁶⁾	Includes for Messrs. Kramer, Mehmel, Harris and Kaplan (i) 5,229 shares, 4,210 shares, 4,933 shares and 4,776 shares of common stock, respectively, allocated to each such person’s account under the ESOP as to which such person can direct the vote, and (ii) 1,263,503 shares, 565,753 shares, 116,119 shares and 103,427 shares of restricted stock, respectively.

⁽⁷⁾	Includes 40,298 shares of common stock of which Mr. Kramer’s spouse has beneficial ownership. Mr. Kramer disclaims beneficial ownership of such shares of common stock.

	•	for any breach of the officer’s duty of loyalty to Griffon or our stockholders,

	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

	•	for any transaction from which the director or officer derived an improper personal benefit, or

	•	in any action by or in the right of Griffon.

Compensation in Context	Philosophy: Pay for Performance	Company Performance
– Independent Process – Role of management in Griffon’s business structure – Overall limit on corporate expense, a substantial portion of which relates to compensation	– Alignment of compensation with shareholder interests – Incentivize long-term and short-term performance – Discourage excessive risk taking	– Strong operational results – Strong balance sheet achieved through deleveraging – Substantial Return of Capital to Shareholders
Shareholder Outreach	Performance Criteria	Structure and Risk Mitigation
– Comprehensive outreach program – Engagement regarding Griffon’s sustainability program – Responsiveness to shareholder input – Adjustment of performance criteria	– Alignment with shareholders – Multiple operational targets – Stock TSR performance target – Balance sheet objective – Adjustment of objectives in response to shareholder input – NEOs aligned with identical performance criteria	– Cliff vesting of equity awards – Use of multiple performance goals – Vesting of equity awards requires both achievement of performance goals and continued service of the executive – Restriction on selling restricted shares after vesting – two years – Clawback provisions – Stock ownership guidelines
Compensation Structure	Committee Process	Elements of Compensation
– Components of compensation balanced – Heavy emphasis on incentive compensation – Compensation reflects diverse management responsibilities	– Use of independent compensation consultant – Review of industrial peers	– Heavily weighted towards performance-based compensation – Significant proportion of equity-based compensation – Balance between long- and short-term incentives

In response to shareholder feedback, the Committee made a number of changes to Griffon’s compensation program in recent years:

	•	It added free cash flow and return on invested capital as performance metrics for the long-term cash bonus program, and annual equity grants to NEOs, respectively

	•	The Chief Financial Officer and General Counsel now receive equity grants on the same basis as the CEO and COO, further aligning the interests of our NEOs

	•	It added ESG as a performance metric for the short-term cash plan for the first time in fiscal 2023, and reduced the weight assigned to the working capital performance metric

Pay for Performance	• In 2024, over 89% of our CEO’s compensation, and over 78% of our other NEOs’ compensation, was tied to the performance of the Company; see the pie chart on page 54. • We set performance targets and objectives to align with the Company’s operational and strategic plans. • We set performance targets and objectives to align with performance that is most likely to result in attractive returns to our shareholders. • The performance targets and objectives that we set create incentives to maintain and improve the financial strength of the Company, while encouraging strong operational performance. • We set performance target levels that are challenging but attainable and consistent with the business plans reviewed by the Board, so that those targets appropriately motivate and incentivize management. • Performance targets and objectives include both short-term goals to focus management on day-to-day operations, as well as long-term goals that incentivize the long-term creation of shareholder value.

Alignment	• The performance targets and objectives that we set align with performance that is most likely to result in attractive returns to our shareholders. • Our compensation programs deter excessive risk taking due to the mix of compensation elements, the variety of performance goals, cliff vesting equity awards, post-vesting stock ownership requirements and the potential for compensation clawbacks.

Industry / Talent Retention	• Our compensation program promotes the retention of our most valued senior executives based on a combination of cliff vesting equity awards and post-vesting holding periods. • The aggregate cost to the Company of senior executive compensation should be comparable to the costs incurred by peer companies in obtaining comparable services.

	•	We changed the balance of bonus opportunity available under our annual cash performance bonus plan on the basis of operating results and working capital targets from 50%-50% to 75%-25%; and in fiscal 2022, we further reduced the portion based on working capital targets from 25% to 15% (for fiscal 2025, that percentage was increased to 20%, due to the elimination of ESG as a performance measure)

	•	Beginning with fiscal 2022, we added free cash flow as a performance criterion for the bonus opportunity under the long-term cash performance bonus plan

	•	Beginning with fiscal 2022 we used return on invested capital and relative TSR as the performance metrics for the restricted stock grants to our CEO and COO (as noted above, these performance measures are now used for all the NEOs)

	•	We implemented plan design features such as post-vesting holding period requirements

Competitive Base Salary		Short-Term and Long-Term Cash Incentive Bonuses which, for our named executive officers, are based almost entirely upon objective company performance

Long-Term Equity Based Incentive Compensation designed to align the interests of our executives with the interests of our shareholders utilizing metrics that lead to increases in shareholder returns		Retirement, health and welfare benefits, and certain perquisites

	•	the maintenance of our strong consolidated balance sheet;

	•	the allocation of our capital and resources among our business segments;

	•	the assessment and determination of our capital requirements and needs;

	•	our cash and cash equivalent liquidity;

	•	our financing transactions;

	•	the identification and execution of acquisition or disposition opportunities, as well as the integration of businesses we acquire;

	•	the return of capital to shareholders, including through corporate dividends as well as opportunistic repurchases of our stock;

	•	the setting of operational and financial goals at the Company’s businesses, and overseeing the efforts of the business executive teams to meet or exceed those goals; and

	•	the continuing evaluation of all our assets and operations.


		Performance Metrics in Fiscal 2024:
Short-term cash plan (FY24)			Long-term cash plan (FY22-FY24)		Equity Awards*
-	EBIDTA (75%)		-	Core EPS (65%)	-	ROIC (60%)

-	Working Capital (15%)		-	Free Cash Flow (25%)	-	Relative TSR (40%)

-	ESG (10%)		-	Hunter EBITDA (10%)

*	Beginning with fiscal 2024, the CFO and General Counsel received equity awards on the same basis as the grants to the CEO and COO

	•	Under both our annual and long-term performance bonus programs, we use multiple objective performance measures to determine cash bonus opportunities for our NEOs, which discourages focusing on a single performance measure and incentivizes the executives to focus on the overall financial strength of the Company as well as on operating results.

	•	With respect to each of our NEOs, we provide a mix of compensation components: fixed cash compensation in the form of base salaries, variable performance-based annual cash compensation (under our annual performance bonus plan), and long-term equity and cash compensation in the form of restricted stock awards and long-term cash bonuses, which are exclusively performance-based. We believe this combination of fixed and variable cash compensation, a long-term equity interest that is performance-based and vests over time, and a long-term cash bonus based on three-year performance cycles, appropriately incentivizes and rewards management while at the same time encouraging appropriate—but not excessive—levels of risk assumption.

	•	The design of our cash compensation programs, which incorporate a variety of performance criteria established under our plans, encourages executives to focus on both our short-term and long-term operational and consolidated financial position and objectives; as a result, any incentive to take short-term risks is mitigated by the necessity for us to achieve success and maintain shareholder value over the long term. In this regard, a portion of compensation is delivered to executives in the form of an annual bonus, and a substantial portion of the compensation of each of our NEOs is delivered in the form of a long-term cash bonus. In the case of each of our NEOs, both the annual bonus and the long-term bonus are 100% performance-based and, with the exception of ESG goals (which accounted for 10% of the annual bonus in fiscal 2023 and fiscal 2024 but was removed as an executive compensation performance metric in fiscal 2025), are tied exclusively to objective performance criteria.

	•	A significant portion of compensation to our senior executives is delivered through the use of performance-based equity awards, which generally cliff vest after a minimum three-year performance period, provided the applicable performance criteria are achieved. In addition, we have required a post-vesting holding period for equity grants to our two most senior executives—every restricted stock grant to our CEO and COO since January 2014 contains a requirement that the executive hold the shares for a period of two years after vesting. The Compensation Committee believes that the cliff vesting feature of our restricted share awards, together with

		the applicable performance criteria and a required post-vesting holding period for grants to our most senior executives, focuses our executive team on the long-term success of the Company, aligns their interests with those of our shareholders and, because of the multi-year vesting feature and required post-vesting holding period, subjects senior management to the long-term consequences of risks undertaken to achieve short-term objectives. In fiscal 2024, the grants to our CFO and General Counsel also contain the requirement that the shares be retained for two years after vesting.

	•	A significant portion of cash compensation to each of our NEOs is delivered through our long-term cash bonus program, which provides for the opportunity to earn cash bonuses over a three-year period. Bonuses paid under the long-term cash bonus program are exclusively performance-based and provide additional focus for our most senior executives on the long-term success of the Company, further aligning the interests of these executives with that of our shareholders.

	•	We have adopted stock ownership guidelines that serve to align the interests of our directors and executives with those of our shareholders and encourage focus on long-term performance.

	•	We have adopted an anti-hedging, anti-pledging policy which prohibits directors and executive officers from purchasing company securities on margin, pledging company securities or entering into a hedging transaction with respect to company securities.

	•	We have adopted a clawback policy that provides for the recovery from executive officers of improperly received incentive compensation going back three years in the event of an accounting restatement.

	•	The Compensation Committee has, since 2012, engaged Gallagher, an independent compensation consultant, to guide it in making compensation decisions.

	•	selected performance criteria, target levels and payment amounts to be used under the Performance Bonus Plan for fiscal 2024 (short-term component);

	•	determined the performance criteria, target levels and payment amounts for our NEOs to be used for the fiscal 2024 through fiscal 2026 period under the long-term cash bonus program; and