James W. Sight
GRIFFONAbout James W. Sight
James W. Sight (age 69) is an independent director of Griffon Corporation since 2019, serving on the Audit Committee. A private investor with over two decades in corporate restructurings and financings, he has served on creditors’ committees and advised public companies; prior roles include service in the office of the President at Feldman Mall Properties (REIT) and consulting for LSB Industries. He currently sits on the board of Fiduciary Benchmarks Insights, LLC (private). The Board has affirmatively determined he is independent under NYSE Rule 303A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImageWare Systems, Inc. (OTCQB: IWSY) | Director | May 2021 – Sep 2021 | Public company board experience; short-term governance oversight |
| Photomedex, Inc. (formerly NASDAQ: PHMD) | Director | 2010 – 2015 | Public company board experience during restructuring/financing activities |
| Feldman Mall Properties, Inc. (formerly NYSE: FLMP) | Significant shareholder; served in office of REIT’s President | 2007 – 2012 | Hands-on operational and capital structure work at REIT |
| LSB Industries (NYSE: LXU) | Consultant | 1998 – 2006 | Corporate restructurings/financings advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fiduciary Benchmarks Insights, LLC | Director/Board Member | Current | Independent private company providing consulting to retirement plan industry |
Board Governance
- Committee memberships and role:
- Audit Committee member; Audit Committee met 6 times in fiscal 2024; chair is Louis J. Grabowsky .
- Independence:
- Board determined Sight is independent under NYSE Rule 303A; all standing committees are fully independent .
- Attendance:
- In fiscal 2024, Griffon held 5 board meetings; each director attended at least 75% of Board and committee meetings during their service period .
- Engagement and oversight:
- Independent directors hold regular executive sessions, generally quarterly, chaired by the Lead Independent Director (Jerome L. Coben) .
- Term/tenure:
- Director since 2019; annual election (board declassified in 2024) .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Fees earned or paid in cash (Fiscal 2024) | $92,500 | Includes base retainer and meeting fees |
| Base annual retainer (policy) | $70,000 | For non-employee directors |
| Board meeting fee (policy) | $1,500 per meeting | For each Board meeting attended |
| Audit Committee meeting fee (policy) | $2,500 per meeting | For each Audit Committee meeting attended |
| Other committee meeting fee (policy) | $1,500 per meeting | For Compensation, NCG, Finance |
| Lead Independent Director stipend (policy) | $30,000 per annum | Additional fee |
| Committee Chair stipends (policy) | Audit $20,000; Compensation $17,500; Finance $15,000; NCG $15,000 | Additional fee for chairs |
Performance Compensation
| Component | Grant Value | Structure | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock awards (Fiscal 2024) | $109,998 | Annual restricted stock grant at meeting | Vests in full after one year | None disclosed for directors; time-based equity only |
As of September 30, 2024, Sight had 1,525 restricted shares outstanding (unvested), consistent with other non-employee directors .
Other Directorships & Interlocks
| Company | Type | Status | Interlock/Conflict Notes |
|---|---|---|---|
| Fiduciary Benchmarks Insights, LLC | Private | Current | No Griffon-related transactions disclosed |
| ImageWare Systems, Inc. | Public (OTCQB) | Former | No Griffon interlocks disclosed |
| Photomedex, Inc. | Public (NASDAQ, former) | Former | No Griffon interlocks disclosed |
- Compensation interlocks: Griffon discloses no cross-compensation committee interlocks (no executives serving on boards where reciprocal executive serves at Griffon) .
Expertise & Qualifications
- Over two decades of experience in corporate restructurings and financings; advisory roles to public companies and creditors’ committees .
- Private investor perspective; substantial financing and transactional experience relevant to Audit Committee oversight .
- Board skills matrix emphasizes financial/transactional expertise across directors; Sight’s biography highlights “substantial experience regarding financing matters” .
Equity Ownership
| Beneficial Owner | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| James W. Sight | 16,708 | <1% | Includes restricted shares granted under director program |
| Alignment Policy | Requirement | Compliance/Status |
|---|---|---|
| Director stock ownership guideline | Hold shares equal in value to 4x base annual retainer within 4 years of joining Board | Company states each director either meets or is expected to meet within the four-year period |
| Pledging/Hedging policy | Prohibits pledging, hedging, margin holding by directors/officers | All directors and officers indicated compliance |
Insider Trades
| Date | Type | Shares | Price | Value | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Nov 14, 2024 | Sale (multiple transactions) | — | $76.20–$76.54 | ~$279,697 | 16,708 | https://www.streetinsider.com/SEC+Filings/Form++4++++++++++GRIFFON+CORP++++++++++++++For%3A+Nov+14++Filed+by%3A+SIGHT+JAMES+W/23994055.html; https://www.investing.com/news/insider-trading-news/griffon-corp-director-james-w-sight-sells-279697-in-stock-93CH-3726647 |
| Feb 6, 2025 | Sale | 1,360 | ~$81.00 | ~$110,160 | — | https://www.tradingview.com/news/tradingview:62222c7080b68:0-griffon-corp-executives-sell-shares/ |
| Feb 7, 2025 (filed) | Form 4 filing | — | — | — | — | https://www.sec.gov/Archives/edgar/data/1031041/000005072525000025/xslF345X03/wk-form4_1738965613.xml |
Note: SEC Form 4 XML filings provide authoritative transaction details; the above press summaries report price ranges and totals. Post-transaction holdings as cited (16,708) align with Griffon’s December 31, 2024 beneficial ownership disclosure .
Related Party Transactions and Policies
- Policy requires pre-approval of related party transactions >$50,000; Audit Committee authorizes >$120,000. Factors include arm’s-length terms and potential impact on independence; members who are related persons recuse .
- Significant related party matter in FY2024: Voss Capital share repurchase approved by Audit Committee; no transactions involving Sight disclosed .
- Audit Committee regularly reviews related party transactions and compliance under its charter responsibilities .
Director Compensation Structure Analysis
- Cash vs equity mix (Sight FY2024): Cash $92,500; equity grant value $109,998 — balanced with modest equity tilt typical of director pay; equity is time-based RS, not performance-conditioned .
- Ownership alignment: 4x retainer guideline with compliance monitoring; prohibition on pledging/hedging enhances alignment .
- No meeting fees anomalies; schedule standard across directors; no tax gross-ups for directors disclosed .
Board Governance Signals
- Positive signals:
- Independence and Audit Committee membership; quarterly executive sessions; strong independence posture across committees .
- Attendance at least 75% of meetings; full board attendance at annual meeting .
- Ownership guidelines and anti-pledging/hedging policy with reported compliance .
- Watch items:
- Not a committee chair; oversight impact primarily via Audit Committee membership .
- Insider sales in late 2024 and early 2025 are not unusual for directors but warrant monitoring for pattern or magnitude relative to holdings .
Governance Assessment
- Committee assignments, chair roles, and expertise:
- Member of Audit Committee; brings substantial financing and restructuring experience; not a chair .
- Independence status, attendance, and engagement:
- Independent; at least 75% attendance; participates in quarterly executive sessions framework .
- Director compensation mix and ownership alignment:
- Standard director cash fees plus annual RS grant ($109,998) with 1-year vest; 4x retainer ownership guideline and anti-hedging/pledging policy; holds 16,708 shares (<1%) with 1,525 restricted shares outstanding as of 9/30/24 .
- Potential conflicts or related-party exposure:
- No related party transactions involving Sight disclosed; Audit Committee oversees related party review; policy mandates pre-approval and recusal where applicable .
- Overall: Sight appears to be a financially seasoned independent director contributing through Audit oversight with adequate meeting attendance and alignment policies. No red flags identified regarding conflicts, pledging, or compensation anomalies; insider sale activity should be monitored but is proportionate relative to disclosed holdings .