Lacy M. Johnson
GRIFFONAbout Lacy M. Johnson
Age 72; independent director at Griffon Corporation since 2019. Partner-in-charge of the Public Affairs Strategies Group at Taft Stettinius & Hollister LLP (Washington, D.C.) after nearly three decades at Ice Miller LLP; prior public-sector roles include Indiana State Police Lt. Colonel and Indiana State Lottery Director of Security; Democratic National Committeeman and former U.S. Naval Intelligence Reserves Lt. Commander. Core credentials: legal, governmental affairs, and corporate governance expertise; also serves on the Kemper Corporation board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taft Stettinius & Hollister LLP | Partner-in-charge, Public Affairs Strategies Group (Washington, D.C.) | 2021–present | Legal, public affairs leadership |
| Ice Miller LLP | Partner; Co-chair, Public Affairs and Gaming Group | 1993–Feb 2021 | Public affairs, gaming; corporate law |
| Indiana State Police | Lt. Colonel; Deputy Superintendent for Support Services | Not disclosed | Law enforcement, support services |
| Indiana State Lottery | Director of Security; Legislative liaison | Not disclosed | Gov’t relations, security oversight |
| Sagamore-Bainbridge, Inc. | Attorney, Government Relations Services | Not disclosed | Government relations |
| U.S. Naval Intelligence Reserves | Lt. Commander | Not disclosed | Defense intelligence service |
External Roles
| Company | Exchange | Role | Board Committees | Meeting Cadence |
|---|---|---|---|---|
| Kemper Corporation | NYSE: KMPR | Director (since 2016) | Governance; Human Resources & Compensation (HR&CC) | Governance (6 in 2024); HR&CC (8 in 2024) |
Board Governance
- Independence: Board determined Johnson is independent under NYSE Rule 303A; all standing committees are composed entirely of independent directors .
- GFF Committees: Chair, Nominating & Corporate Governance (NCG); Member, Compensation Committee. FY2024 meetings—NCG: 1; Compensation: 6 .
- Attendance: In FY2024, Board met 5 times; each director attended at least 75% of Board and relevant committee meetings. All 12 directors attended the prior annual meeting .
- Executive sessions: Independent directors meet in regular executive sessions (generally quarterly) led by the Lead Independent Director .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Base annual retainer (non-employee directors) | $70,000 cash | |
| Board meeting fee | $1,500 per meeting | |
| Committee meeting fees | Audit: $2,500; Other committees: $1,500 per meeting | |
| Chair fees | Audit Chair: $20,000; Compensation Chair: $17,500; Finance Chair: $15,000; NCG Chair: $15,000 | |
| Lead Independent Director stipend | $30,000 per annum | |
| Annual equity grant | $110,000 grant-date value; restricted stock, one-year vest | |
| Johnson FY2024 cash fees | $103,000 | |
| Johnson FY2024 stock awards (grant-date fair value) | $109,998 | |
| Johnson FY2024 total | $212,998 | |
| Johnson restricted shares outstanding (as of 9/30/24) | 1,525 shares |
- Director stock ownership guideline: Each director is expected to hold Griffon stock valued at 4x the base annual retainer within four years; Company states each director either meets or is expected to meet within the period .
Performance Compensation
| Equity Vehicle | Grant Detail | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (Directors) | Annual grant valued at ~$110,000 | Vests in full after one year | None (time-based for directors) |
Note: Performance metrics cited elsewhere (EBITDA, ROIC, TSR, etc.) apply to executive officer incentive programs, not director equity grants .
Other Directorships & Interlocks
| Company | Overlapping Roles | Independence/Controls | Potential Interlock Risk |
|---|---|---|---|
| Kemper Corporation | Governance and HR&CC member while serving on GFF’s NCG (Chair) and Compensation (member) | Committees are independent under NYSE; HR&CC interlocks: no reciprocal executive overlaps disclosed; HR&CC members had no related-person relationships in 2024 | Low—no disclosed related transactions between GFF and Kemper; governance policies in place |
Expertise & Qualifications
- Legal and public affairs expertise (law firm leadership; government relations; regulatory insight) .
- Governance leadership (Chair of GFF NCG; committee roles at Kemper) .
- Public-sector and defense background supports oversight of compliance and ethics .
- Board diversity goals: GFF met 40% women/persons of color target in 2024; Board now declassified with 91% independence after 2025 AGM .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lacy M. Johnson | 23,509 | <1% | Includes restricted stock granted under director program |
| Policy on hedging/pledging | Prohibited for directors/officers; all directors/officers indicated compliance | — | Alignment safeguard |
Governance Assessment
- Strengths:
- Independent status across all GFF roles; NCG chairship positions Johnson at the center of board refreshment, evaluations, and governance principles .
- Demonstrated engagement: committee meetings attended at least 75%; holds key governance roles at both GFF and KMPR, enhancing cross-industry perspective .
- Shareholder-responsiveness: Compensation Committee (where Johnson serves) incorporated and later removed ESG from short-term metrics based on investor feedback; maintained strong say‑on‑pay support (87.1% in 2024) .
- Alignment: Director equity grants and ownership guidelines (4x retainer within four years) plus anti-hedging/pledging policy mitigate misalignment risk .
- Potential watchouts:
- Multi-board commitments (GFF and Kemper) with compensation/governance committee roles could elevate workload—monitor attendance and committee meeting loads; FY2024 cadence (NCG 1; Compensation 6 at GFF; Governance 6; HR&CC 8 at Kemper) suggests manageable but material time demands .
- Law firm affiliations: No GFF-related party transactions disclosed involving Taft or Ice Miller; continue monitoring under GFF’s related-person transaction policy (>$50k/$120k pre-approval thresholds; Audit Committee oversight) .
- Red flags: None disclosed—no related-party transactions, no pledging/hedging, and committees independent at both companies .