Kevin F. Sullivan
GRIFFONAbout Kevin F. Sullivan
Independent director of Griffon Corporation since 2013; age 71. Sullivan is a retired finance executive with over three decades in banking and capital markets, currently serving as Chair of GFF’s Finance Committee and a member of its Audit Committee. He previously was a Managing Director at MidOcean Credit Partners (2013–2021) and spent 1980–2012 at Deutsche Bank/Bankers Trust in senior roles including Global Head for Loan Sales, Trading and Capital Markets, Head of Leveraged Finance—Asia, and Group Head for Asset Based Lending; he served on the Capital Commitments Committee (2002–2012) and Equity Investments Committee (2008–2012) . The Board has determined he is independent under NYSE Rule 303A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidOcean Credit Partners | Managing Director | 2013–Dec 2021 | Private credit investment leadership; retired Dec 2021 |
| Deutsche Bank / Bankers Trust | Managing Director; Global Head Loan Sales/Trading/Capital Markets; Head of Leveraged Finance—Asia; Group Head Asset Based Lending | 1980–Nov 2012 | Capital Commitments Committee (2002–2012); Equity Investments Committee (2008–2012) |
External Roles
| Organization | Role | Public Listing | Notes |
|---|---|---|---|
| Studio City International Holdings Limited | Director | NYSE: MSC | Board service disclosed in GFF proxy |
Board Governance
- Independence: Determined independent by GFF’s Board under NYSE Rule 303A .
- Committee assignments and chair roles:
- Finance Committee: Chair; meetings in FY2024 = 1
- Audit Committee: Member; meetings in FY2024 = 6
- Attendance and engagement:
- Board met 5 times in FY2024; each director attended ≥75% of Board and applicable committee meetings; all 12 directors attended the last annual meeting .
- Executive sessions: Independent directors meet in executive session (generally quarterly); Audit and Compensation Committees also meet in executive session .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Board tenure | Director since 2013 |
| Committees | Audit (member); Finance (Chair) |
| FY2024 meeting counts | Board: 5; Audit: 6; Finance: 1 |
| Attendance threshold | ≥75% of Board and committee meetings (each director) |
| Executive sessions | Quarterly for independent directors; regular committee sessions |
Fixed Compensation (FY2024 – Non‑Employee Director)
| Component | Rate/Count | Amount ($) |
|---|---|---|
| Base annual retainer | $70,000 | $70,000 |
| Board meeting fees | 5 × $1,500 | $7,500 |
| Audit Committee meeting fees | 6 × $2,500 | $15,000 |
| Finance Committee meeting fees | 1 × $1,500 | $1,500 |
| Finance Committee Chair fee | $15,000 | $15,000 |
| Total cash (reported) | — | $109,000 |
Notes: GFF pays $70,000 annual retainer, $1,500 per Board meeting, $2,500 per Audit meeting, $1,500 per other committee meeting; Finance Chair receives $15,000 per year . FY2024 meetings: Board (5), Audit (6), Finance (1) . Reported cash total for Sullivan: $109,000 .
Performance Compensation (Director Equity & Structure)
| Equity/Policy Element | Metric/Terms | FY2024 Detail |
|---|---|---|
| Annual equity grant | Restricted stock (time‑based) | $110,000 grant value at annual meeting; vests after 1 year |
| Reported stock award value | ASC 718 grant‑date fair value | $109,998 (Sullivan) |
| Unvested restricted shares outstanding (9/30/24) | Count | 1,525 shares (each non‑employee director including Sullivan) |
| Director ownership guideline | 4× base annual retainer | Must reach within 4 years of joining Board |
| Anti‑pledging/hedging | Prohibited | All directors/officers indicated compliance |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Studio City International Holdings Limited (NYSE: MSC) | Director | No interlocks disclosed between GFF’s executives/Comp Committee and other issuers; GFF reports no compensation committee interlocks and no executive officer reciprocal board relationships . |
Expertise & Qualifications
- Decades in finance, banking, and capital markets; senior leadership across loan sales, trading, leveraged finance, and asset‑based lending; committee experience in capital commitments and equity investments (Deutsche Bank/Bankers Trust) .
- Finance Committee chair role aligns with capital structure oversight (offerings, credit agreements, financing arrangements) .
- Audit Committee membership supports financial reporting, internal control, compliance, and related‑party transaction oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kevin F. Sullivan | 41,168 | <1% | Includes restricted shares granted under director program |
| Shares outstanding (record date) | 48,059,823 | — | Record date Jan 21, 2025 |
| Unvested restricted shares (9/30/24) | 1,525 | — | Outstanding per director |
| Ownership guideline | 4× retainer value | Each director expected to meet within 4 years; company states directors either meet or are on track | |
| Pledging/Hedging | Prohibited | Directors indicated compliance |
Governance Assessment
- Strengths
- Independent, long‑tenured finance/banking expert; chairs Finance Committee and serves on Audit Committee, providing robust oversight of capital structure and financial reporting .
- Strong engagement: Board met 5 times; each director attended ≥75% of meetings; all directors attended annual meeting; independent director executive sessions quarterly .
- Alignment and safeguards: Annual equity grants with one‑year vest; stock ownership guidelines at 4× retainer; anti‑pledging/hedging; clawback policy (company‑wide) and related‑party transaction policy overseen by Audit Committee .
- Shareholder signals: Say‑on‑pay approval 87.1% in 2024, indicating broad support for compensation governance .
- Watch items / potential conflicts
- No related‑party transactions involving Sullivan disclosed; the only reported related‑party transaction was a negotiated buyback from Voss Capital, approved by the Audit Committee under policy—Sullivan’s Audit Committee membership implies oversight discipline, not a conflict .
- Finance Committee held 1 meeting in FY2024, consistent with episodic capital structure actions; ensure adequate cadence if financing activity increases .
- RED FLAGS
- None disclosed regarding Sullivan: no pledging/hedging, no attendance shortfall, no related‑party exposure, and independence affirmed .
Overall, Sullivan’s deep capital markets background and current Finance Chair/Audit member roles enhance board effectiveness on financing and risk oversight, with clean independence and ownership alignment profiles—supportive of investor confidence .