Louis J. Grabowsky
GRIFFONAbout Louis J. Grabowsky
Independent director of Griffon Corporation (GFF) since 2015; age 73. Founder and principal of Juniper Capital Management; formerly Partner and COO (2009–2013) and Senior Advisor, Operations (2013–2014) at Grant Thornton LLP. Designated Audit Committee Financial Expert by the Board based on education, experience and background. Serves as Chair of GFF’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Capital Management | Founder & Principal | Not disclosed | Provides capital to high-growth U.S. entrepreneurial companies; serves on boards of certain portfolio companies |
| Grant Thornton LLP | Partner; Chief Operating Officer | 2002–2014; COO 2009–2013 | Senior Advisor, Operations (2013–2014); deep audit/accounting operations experience |
| Cambrex Corporation (NYSE: CBM) | Director | 2015–2019 | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Juniper Capital portfolio companies | Director | Current | Boards of Juniper Capital investees (not publicly named) |
Board Governance
- Committee assignments: Audit Committee Chair; members include James W. Sight, Kevin F. Sullivan, Michelle L. Taylor; Audit Committee met 6 times in FY2024.
- Independence: Board determined Grabowsky is independent under NYSE Rule 303A; considered prior Grant Thornton affiliation and found no material relationship (no audit work on Griffon, no financial relationship or influence over Grant Thornton).
- Financial expert: Board designated him an “Audit Committee Financial Expert.”
- Board attendance: Board met 5 times in FY2024; each director attended ≥75% of board and committee meetings during their period of service.
- Executive sessions: Independent directors meet in executive session (generally quarterly) led by the Lead Independent Director; Audit and Compensation Committees also meet regularly in executive session.
Fixed Compensation
| Component (Non-Employee Director) | Amount/Terms | Source |
|---|---|---|
| Base annual retainer (cash) | $70,000 | |
| Board meeting fee (per meeting) | $1,500 | |
| Audit Committee meeting fee | $2,500 per meeting | |
| Other committee meeting fee | $1,500 per meeting | |
| Audit Committee Chair fee (annual) | $20,000 | |
| Lead Independent Director fee (annual) | $30,000 (not applicable to Grabowsky) | |
| FY2024 cash paid to Grabowsky | $112,500 |
Notes:
- Director fees are paid in cash; employee directors receive no director fees.
Performance Compensation
| Equity Element | Grant Value | Shares Outstanding (as of 9/30/24) | Vesting | Source |
|---|---|---|---|---|
| Annual restricted stock grant at annual meeting (each non-employee director) | $110,000 | 1,525 | Vests in full after one year |
- Directors are subject to stock ownership guidelines: expected to acquire within 4 years shares equal in value to 4× base annual retainer (4 × $70,000). Each director either already holds such value or is expected to do so within the period.
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Conflict Considerations |
|---|---|---|---|
| Cambrex Corporation (NYSE: CBM) | Director | 2015–2019 | No direct GFF competitive overlap disclosed. |
| Grant Thornton LLP (GFF’s auditor) | Former Partner/COO; Sr. Advisor | Ended July 2014 | Optics risk: former senior role at current auditor while serving as Audit Chair; mitigants: independence affirmed, no Griffon audit work by Grabowsky, no financial ties or influence; Audit Committee oversees auditor independence and pre-approves services. |
Expertise & Qualifications
- Financial reporting, auditing, and accounting expertise (Audit Committee Financial Expert).
- Senior operational leadership (Grant Thornton COO); private sponsor experience via Juniper Capital; prior public board experience.
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Louis J. Grabowsky | 51,076 | <1% | Includes restricted stock under director program. |
Additional alignment and risk controls:
- Director stock ownership guideline: 4× base annual retainer within 4 years; program monitored.
- Anti-pledging/hedging policy: Directors and officers prohibited from pledging, hedging, margin purchases; reported as in compliance.
Insider Trades & Section 16 Compliance
| Item | Status | Source |
|---|---|---|
| Delinquent Section 16(a) filings for Grabowsky | None reported; company noted one director (Renuart) had late Form 4s; otherwise timely compliance in FY2024 |
Governance Assessment
- Strengths
- Audit Chair with deep audit/accounting background and designated financial expert; full committee independence; robust auditor pre-approval policy; quarterly independent executive sessions.
- Clear director ownership guidelines and annual equity grants supporting alignment; anti-pledging/hedging policy enhances investor protection.
- Board independence (10 of 11 expected post-2025 AM are independent), diversity commitments met; regular board refreshment.
- Potential red flags (monitoring points)
- Auditor interlock optics: Former Grant Thornton senior executive now Audit Chair while Grant Thornton is the auditor; Board addressed independence (no financial ties/influence, no Griffon audit work by Grabowsky), but investors may still scrutinize auditor oversight stringency; Audit Committee disclosed audit fees ($3.70M in FY2024; $0.69M audit-related) and affirmed independence.
- Attendance detail by director not itemized; aggregate disclosure is “≥75%” which meets NYSE threshold but lacks individual granularity.
Net view: Governance structure and policies mitigate key risks (independence determination, pre-approval, anti-pledging). The primary optics issue is the Grant Thornton connection; continued transparent Audit Committee reporting and periodic auditor assessment should sustain investor confidence.