Henry A. Alpert
GRIFFONAbout Henry A. Alpert
Henry A. Alpert, age 77, has served as an independent director of Griffon Corporation since 1995. He is President of Spartan Petroleum Corp. (since 1985) and a director of Boyar Value Fund (NASDAQ: BOYAX), bringing operations experience and an understanding of public mutual fund shareholder perspectives. He currently serves on the Nominating & Corporate Governance and Finance Committees and is affirmatively determined independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spartan Petroleum Corp. | President | Since 1985 | Real estate investment and petroleum product distribution; operations experience relevant to board oversight |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Boyar Value Fund (NASDAQ: BOYAX) | Director | Provides perspective of public mutual fund stockholders |
Board Governance
- Committee assignments: Nominating & Corporate Governance (NCG) Committee member; Finance Committee member. NCG chair is Lacy M. Johnson; Finance chair is Kevin F. Sullivan. Fiscal 2024 meetings: NCG (1), Finance (1).
- Independence: Board determined Alpert is independent under NYSE Rule 303A.
- Attendance and engagement: Board held 5 meetings in FY2024; each director attended at least 75% of board and committee meetings; all 12 directors attended last year’s annual meeting. Independent directors hold quarterly executive sessions led by the Lead Independent Director.
- Board composition signals: Post-2025 meeting, expected 91% independent directors; board declassified by 2024; proposal to reduce board size to 9–11 to improve effectiveness.
Fixed Compensation
Director compensation structure and Alpert’s 2024 actuals:
| Component | Program Terms | FY2024 Amount (Alpert) |
|---|---|---|
| Cash retainer | Base annual retainer $70,000; $1,500 per Board meeting; $1,500 per non-Audit committee meeting; $2,500 per Audit Committee meeting; committee chair premia: Audit $20,000, Compensation $17,500, Finance $15,000, NCG $15,000; Lead Independent Director $30,000 | $80,500 (fees earned/paid in cash) |
| Equity grant | Annual restricted stock grant at the annual meeting with grant-date value $110,000; vests in one year | $109,998 (grant-date fair value) |
| Total | Cash + Equity | $190,498 |
| Restricted shares outstanding (as of 9/30/24) | Standard non-employee director grant outstanding | 1,525 shares |
| Director ownership guideline | Expected to acquire and hold shares equal to 4x base annual retainer within 4 years | Policy applies; board discloses directors meet or are on track within 4 years |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked director pay | None disclosed; non-employee director equity grants are time-based restricted shares vesting after one year (no performance metrics) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Boyar Value Fund (NASDAQ: BOYAX) | Director | No Griffon-related transactions disclosed; no interlocks noted with Griffon competitors/suppliers/customers in proxy |
Expertise & Qualifications
- Operations and business-owner experience via Spartan Petroleum; perspective of public mutual fund stockholders through Boyar Value Fund board service.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 89,490 shares | Less than 1% of class; includes restricted shares under director program |
| Ownership % of outstanding shares | * | “Less than 1%” per proxy |
| Restricted shares outstanding | 1,525 shares | As of September 30, 2024 |
| Indirect holdings | 13,111 shares in trusts for grandchildren; 5,218 shares in a charitable foundation controlled by Alpert | Alpert disclaims beneficial ownership of these shares |
| Hedging/pledging status | Prohibited by policy; all directors/officers indicated compliance | Strengthens alignment and reduces risk |
Governance Assessment
- Committee work and attendance: Alpert serves on NCG and Finance; board-level attendance thresholds met; quarterly independent director executive sessions support oversight. NCG and Finance each met only once in FY2024, indicating limited formal meeting frequency; monitoring effectiveness and workload allocation is warranted.
- Independence and tenure: He is independent per board determination; very long tenure (since 1995) can pose perceived independence risks, though balanced by board refresh, declassification, and high independence ratio.
- Alignment: Owns 89,490 shares, with additional trust/foundation holdings disclosed; receives a mix of cash fees and time-based equity grants; director ownership guideline requires 4x retainer within 4 years, and hedging/pledging is prohibited—positive alignment signals.
- Conflicts/related parties: No related-party transactions involving Alpert are disclosed; company maintains pre-approval controls for related-party transactions via Audit Committee, reducing conflict risk.
- Shareholder signals: Say-on-pay approval of ~87.1% in March 2024, responsiveness to shareholder feedback (e.g., removal of ESG from 2025 short-term bonus metrics) reflect constructive engagement culture under board oversight.
RED FLAGS
- Very long tenure (≈30 years) may raise independence/perceived entrenchment concerns; continued robust board refresh and periodic committee rotation mitigate this risk.
- Low committee meeting frequency (NCG and Finance each held 1 meeting in FY2024) could signal constrained oversight cadence; investors may seek additional disclosure on committee activities/processes outside formal meetings.