Jerome L. Coben
GRIFFONAbout Jerome L. Coben
Jerome L. Coben, age 80, has served on Griffon’s Board since 2020 and is the Lead Independent Director (since March 2023). A retired corporate lawyer, he co-founded Skadden Arps’ Los Angeles office in 1983 and was a partner there until 2008, later serving as a partner at the Zeughauser Group (2009–2011). He brings deep expertise in mergers and acquisitions, securities, finance, and corporate governance; he is independent under NYSE rules and currently serves on the Compensation and Finance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Co-founded Los Angeles office | 1983–2008 | Served on national firm management committees; advised countless public and private companies on corporate and governance matters |
| Zeughauser Group | Partner (management consulting to law firms) | 2009–2011 | Management consulting expertise relevant to governance and board processes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various public/private corporations; non-profit and community organizations | Director/leadership roles | Not specified | Ongoing service in leadership roles (companies not named in proxy) |
Board Governance
- Lead Independent Director responsibilities include presiding at meetings when the Chair is not present, leading executive sessions of independent directors, serving as liaison between Chair and independent directors, co-setting Board agendas, and overseeing Board/committee self-evaluations. Executive sessions occur generally quarterly.
- Committee memberships: Compensation Committee (member); Finance Committee (member). Compensation Committee met 6 times in FY2024; Finance Committee met 1 time in FY2024.
- Independence: The Board determined Mr. Coben is independent under NYSE Rule 303A.
- Attendance/engagement: In FY2024, the Board held 5 meetings; each director attended at least 75% of Board and committee meetings. All 12 directors attended the last annual meeting (in-person or via teleconference).
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Base annual cash retainer | $70,000 | Non-employee directors |
| Board meeting fee (per meeting) | $1,500 | Non-employee directors |
| Committee meeting fee (Audit) | $2,500 | Per meeting |
| Committee meeting fee (Comp/Finance/NCG) | $1,500 | Per meeting |
| Lead Independent Director annual fee | $30,000 | Additional cash fee |
| Committee chair annual fees | Audit $20,000; Compensation $17,500; Finance $15,000; NCG $15,000 | Additional cash fees |
| Annual restricted stock grant (time-based) | $110,000 | Grant value at annual meeting; 1-year vest |
| Jerome L. Coben – Fiscal 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $118,000 |
| Stock awards (grant date fair value) | $109,998 |
| Total | $227,998 |
| Restricted shares outstanding as of 9/30/2024 | 1,525 |
Performance Compensation
| Equity Grant Type | Grant Value | Vesting | Performance Metrics | Shares Outstanding (9/30/2024) |
|---|---|---|---|---|
| Annual restricted stock (director program) | $110,000 | Time-based; vests in full after one year | None (director grants are time-based) | 1,525 |
Directors are subject to stock ownership guidelines: expected to acquire, within four years of joining the Board, shares equal in value to four times the base annual retainer; the proxy states each director either already holds the required value or is expected to do so within four years.
Other Directorships & Interlocks
- The proxy biography states Mr. Coben has served as a director of public and private corporations and in leadership roles with non-profit/community organizations; specific public company boards are not named in the proxy.
Expertise & Qualifications
- Four decades of experience in corporate law (M&A, securities, finance), co-founder of major law firm office, national management committee experience, and subsequent management consulting expertise—collectively a strong governance, transactional, and oversight skill set relevant to Compensation and Finance Committee work and Lead Independent Director duties.
Equity Ownership
| Holder | Common Stock Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Jerome L. Coben | 16,525 | * | Includes shares of restricted common stock granted under director program |
| Directors’ restricted shares (per director) | 1,525 | N/A | Restricted shares outstanding as of 9/30/2024 (for each named director) |
- Anti-pledging/anti-hedging policy: Directors and officers are prohibited from pledging or hedging company securities; policy indicates all directors/officers are in compliance.
- Director stock ownership guidelines: four times base cash retainer within four years; compliance expected as noted above.
Governance Assessment
- Strengths: Independent Lead Director with robust responsibilities; objective independence determination; active membership on Compensation and Finance Committees; regular executive sessions; strong attendance; director ownership guidelines promoting alignment; explicit anti-pledging/hedging policy.
- Compensation alignment for directors: Balanced cash fees tied to roles/meetings plus time-based equity with one-year vesting; no performance-linked director awards (reduces risk of short-termism while maintaining alignment via equity).
- Shareholder context: Say-on-pay approval of approximately 87.1% in 2024 indicates supportive governance environment for compensation practices (for NEOs; relevant to Compensation Committee oversight).
- Related-party oversight: Audit Committee reviews related-party transactions under formal policy (over $120,000); policy addresses independence impact and requires recusals where applicable; notable transaction involved a director who resigned (Voss) and was Audit Committee approved—no Coben-specific related-party transaction disclosed.
Overall, Mr. Coben’s legal and governance background, independence, and Lead Independent Director role are positive signals for board effectiveness and investor confidence. Time-based equity and ownership guidelines support alignment; no disclosed conflicts or pledging/hedging.