H. C. Charles Diao
GRIFFONAbout H. C. Charles Diao
H. C. Charles Diao (age 67) is an independent director of Griffon Corporation, serving since February 2022. He is currently Senior Vice President, Finance and Corporate Treasurer at Bally’s Corporation (NYSE: BALY), with responsibility for corporate finance, global treasury, tax, risk management/insurance, and capital markets; he brings extensive finance and banking experience from prior senior roles at DXC Technology/Computer Sciences Corporation, Bear Stearns, and Prudential Securities, and board service at Turning Point Brands and Synechron Holdings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bally’s Corporation (NYSE: BALY) | SVP, Finance & Corporate Treasurer | Since Jun 2023 | Oversees corporate finance, global treasury, tax, risk/insurance, capital markets |
| DXC Technology Company (NYSE: DXC) | SVP Finance & Corporate Development; Corporate Treasurer | 2012–2021 | Corporate finance leadership at DXC (and predecessor CSC) |
| Computer Sciences Corporation (predecessor to DXC) | Vice President; Corporate Treasurer | Not specified | Predecessor entity to DXC role |
| Strategic & M&A Advisory Services | Advisor to corporate clients | 2008–2012; 2021–2023 | Corporate advisory (M&A/strategy) |
| Investment Management Firm | Chief Investment Officer | 2008–2012 | Managed alternative investments for institutional family offices |
| Bear Stearns & Co. | Senior Managing Director; Group Head, Special Situations Credit; TMT IB partner | Not specified | Member, Investment Banking Committee and IPO Committee |
| Prudential Securities Inc. | Group Head, Telecom & Media; earlier in M&A and Merchant Banking | Career began at Prudential | M&A/Merchant Banking background |
External Roles
| Organization | Listing | Role | Tenure | Committees |
|---|---|---|---|---|
| Turning Point Brands, Inc. (NYSE: TPB) | Public | Director | Since 2012 | Chair, Audit Committee; Member, Nominating & ESG Committee |
| Synechron Holdings Ltd. | Private | Director | Since 2022 | Chair, Nominating & Corporate Governance Committee |
| Media General Inc. (formerly NYSE: MEG) | Public (historical) | Director | Aug 2012–Jan 2017 | Board member during period |
Board Governance
- Committee assignment: Finance Committee member; Finance Committee chaired by Kevin F. Sullivan; members include Henry A. Alpert, Jerome L. Coben, H. C. Charles Diao; meetings in fiscal 2024: 1 .
- Independence: Board determined Diao is independent under NYSE Rule 303A; only the CEO/Chair is non-independent .
- Attendance and engagement: Board held 5 meetings in fiscal year ended Sep 30, 2024; each director attended at least 75% of Board and respective committee meetings; all 12 directors attended the prior annual meeting .
- Executive sessions: Independent directors meet in executive session regularly; generally quarterly, chaired by the Lead Independent Director (Jerome L. Coben) .
| Governance Item | Detail |
|---|---|
| Committee Membership | Finance Committee (member) |
| Finance Committee Meetings (FY2024) | 1 |
| Board Meetings (FY2024) | 5 |
| Attendance Threshold | ≥75% for each director (met by all) |
| Independence Status | Independent under NYSE Rule 303A |
| Executive Sessions Frequency | Generally quarterly (led by Lead Independent Director) |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 79,000 | Director fee program: $70,000 base retainer; $1,500 per Board meeting; $2,500 per Audit meeting; $1,500 per other committee meeting; Lead Independent Director +$30,000; committee chair fees: Audit $20,000; Compensation $17,500; Finance $15,000; NCG $15,000 |
Performance Compensation
| Component | Value | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Shares (annual grant for non-employee directors) | 110,000 | At annual meeting | Vest in full after one year | None disclosed; time-based vesting |
| Stock Awards recognized (FY2024) | 109,998 | Fiscal 2024 | Not applicable | Grant-date fair value under ASC 718; not equal to realized value |
As of Sep 30, 2024, each non-employee director, including Diao, had 1,525 restricted shares outstanding .
Other Directorships & Interlocks
| External Company | Relationship to GFF | Potential Interlock/Conflict |
|---|---|---|
| Bally’s Corporation (Diao is SVP Finance & Corporate Treasurer) | No disclosed transactions with GFF | None disclosed; standard independence affirmed |
| Turning Point Brands (Director; Audit Chair) | No disclosed transactions with GFF | None disclosed |
| Synechron Holdings (Director; Nom/Gov Chair) | No disclosed transactions with GFF | None disclosed |
Related party transactions policy requires Audit Committee review/approval for transactions >$120,000; no Diao-related transactions disclosed. A notable approved transaction involved a share repurchase agreement with an activist-affiliated fund; Audit Committee approved per policy .
Expertise & Qualifications
- Senior finance executive with deep capital markets and treasury experience (Bally’s SVP Finance & Corporate Treasurer) .
- Prior corporate finance leadership (DXC/CSC), investment banking leadership (Bear Stearns; Prudential Securities), and advisory/CIO roles—spanning M&A, special situations credit, and alternative assets .
- External board leadership including Audit Committee chairmanship (TPB) and Nom/Gov chair roles (Synechron) .
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | Percent of Class | Notes |
|---|---|---|---|
| H. C. Charles Diao | 9,079 | <1% | Includes restricted stock granted under director program |
| Restricted Shares Outstanding (Sep 30, 2024) | 1,525 | Not applicable | Time-based vesting; one-year cliff |
| Director Ownership Guideline | $280,000 target (4× $70,000 base retainer) | Compliance approach | Each director either holds shares with value ≥ target or is expected to within four years |
Governance Assessment
- Strengths: Independent status; relevant finance, treasury, and capital markets expertise; active board roles at other companies (including Audit Chair at TPB) that support oversight quality; attendance thresholds met; robust director ownership guidelines and annual equity grant structure aligning interests .
- Committee effectiveness: Finance Committee oversight of capital structure and financing matters; met in FY2024; Diao’s background is well-aligned with committee remit .
- Conflicts/related-party exposure: No Diao-specific related party transactions disclosed; company has stringent related party policies with Audit Committee oversight .
- RED FLAGS: None disclosed regarding pledging/hedging, legal proceedings, or attendance shortfalls; director compensation structure is straightforward (cash retainer + time-based restricted stock), with no option repricing or tax gross-ups noted for directors .
Additional context: Board maintains regular executive sessions led by the Lead Independent Director and has declassified structure; governance disclosures emphasize independence and shareholder responsiveness, supporting investor confidence .