Michelle L. Taylor
GRIFFONAbout Michelle L. Taylor
Michelle L. Taylor (age 56) is an independent director of Griffon Corporation, serving since February 2022. She is a member of the Audit Committee and brings deep manufacturing, supply chain, and quality experience from leadership roles at NiSource (Vice President, Supply Chain), Trane Technologies, Cummins, Allison Transmission (GM), Ford Motor Company, and Delco Remy. Board independence was affirmed by the Board under NYSE Rule 303A, and all standing committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trane Technologies (NYSE: TT) | Director, New Product Quality (North America Commercial HVAC) | Mar 2021–Aug 2024 | Led New Product Quality team; industrial quality leadership |
| Cummins Inc. (NYSE: CMI) | Executive Director, Global Supplier Quality; Director, North America Defense & Gov’t Sales; Global Diversity Procurement Director | ~10 years (prior to 2021) | Supplier quality, defense sales, diversity procurement leadership |
| Allison Transmission Division of General Motors | Various positions | Prior roles (dates not disclosed) | Industrial/operations experience |
| Ford Motor Company | Various positions | Prior roles (dates not disclosed) | Industrial/operations experience |
| Delco Remy International | Various positions | Prior roles (dates not disclosed) | Industrial/operations experience |
| IC Leadership Training Group | Professional and business development | Prior roles (dates not disclosed) | Small business leadership development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NiSource Inc. (NYSE: NI) | Vice President, Supply Chain | Since Aug 2024 | Large fully regulated U.S. utility; no disclosed interlock conflicts with GFF |
Board Governance
- Independence: Director is independent; Board states 10 of 11 directors are independent post-2025 Annual Meeting .
- Committees: Audit Committee member (six meetings in FY2024) .
- Attendance: Board held five meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings; all 12 attended last annual meeting .
- Executive sessions: Independent directors meet regularly in executive sessions, generally quarterly, chaired by the Lead Independent Director .
- Tenure: Director since February 2022 .
- Lead Independent Director structure and oversight described; Board declassified by 2024 .
Fixed Compensation
| Component | Amount/Structure | FY2024 Taylor Actual |
|---|---|---|
| Base annual retainer (cash) | $70,000 (non-employee directors) | Included in cash fees |
| Board meeting fee (cash) | $1,500 per Board meeting | Included in cash fees |
| Audit Committee meeting fee (cash) | $2,500 per meeting | Included in cash fees |
| Other committee meeting fee (cash) | $1,500 per meeting | N/A (Audit only) |
| Committee chair fees (cash) | Audit $20,000; Compensation $17,500; Finance $15,000; NCG $15,000 | N/A (not a chair) |
| Lead Independent Director premium (cash) | $30,000 per annum | N/A |
| Fees Earned or Paid in Cash (FY2024) | As reported | $92,500 |
Performance Compensation
| Equity Component | Grant Value | Shares/Status | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock grant to non-employee directors | $110,000 per year grant value | 1,525 restricted shares outstanding as of 9/30/2024 | Time-based; vest in full after one year | FY2024 stock awards reported at $109,998 |
Performance metrics are not used for director equity (time-based vesting). Executive incentive metrics (EBITDA, Working Capital, ROIC, TSR, Core EPS, Free Cash Flow) apply to NEOs, not directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed in biography; no related-party transactions involving Taylor disclosed |
Expertise & Qualifications
- Industrial and operations expertise: manufacturing, supply chain management, quality .
- Sector experience: HVAC, powertrain, automotive, utilities, defense/government sales .
- Governance: Audit Committee membership; independent director .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michelle L. Taylor | 9,079 | <1% | Includes shares of restricted common stock granted under director compensation program . As of 9/30/2024, 1,525 restricted shares outstanding . |
| Pledging/Hedging | Prohibited for directors; all directors indicate compliance | — | Anti-pledging and anti-hedging policy for directors/officers; margin purchases prohibited . |
| Director Stock Ownership Guidelines | 4× base annual retainer to be acquired within 4 years of joining Board | — | Company states each director either meets the guideline or is expected to within the timeline . |
Governance Assessment
- Committee assignments and engagement: Taylor serves on Audit Committee (6 meetings FY2024), aligning with her supply chain/quality background. Attendance thresholds met; regular executive sessions support independent oversight .
- Independence and conflicts: Independence affirmed; no related-party transactions or conflicts identified involving Taylor. Company maintains formal related-party transaction review overseen by Audit Committee (pre-approval >$120k; CEO for $50k–$120k), reducing conflict risk .
- Compensation alignment: Director pay is a mix of cash retainers/meeting fees and time-based restricted stock that vests in one year, with ownership guidelines set at 4× retainer. No performance metrics for directors, but anti-pledging and ownership guidelines promote alignment .
- Shareholder sentiment: Say-on-pay support was ~87.1% in March 2024, signaling acceptance of compensation governance; Board declassification and diversity commitments further support investor confidence .
- RED FLAGS: None disclosed for Taylor. No pledging/hedging; no attendance shortfall; no related-party or loan arrangements; no tax gross-ups indicated for directors .
Overall, Michelle L. Taylor presents as an independent, technically capable audit committee member with industrial/supply-chain expertise, clean conflict profile, and standard director compensation/ownership alignment. This supports board effectiveness and investor confidence at GFF .