Samanta Hegedus Stewart
GRIFFONAbout Samanta Hegedus Stewart
Independent director at Griffon Corporation since 2018; age 49. Career spans investor relations leadership across global consumer, media, and gaming, plus leadership advisory. Core credentials include investor relations, capital markets communications, and transaction perspectives (acquisitions/divestitures). Committees: Compensation and Nominating & Corporate Governance; independence affirmed under NYSE Rule 303A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Egon Zehnder | Global leadership advisory; role not specified in proxy biography | Mar 2022 – Oct 2024 | Brings board perspectives on leadership selection and executive assessment |
| Endeavor (WME/IMG/UFC) | SVP & Head of Investor Relations | Feb 2019 – Jan 2021 | Led IR at a complex entertainment/sports portfolio |
| Manchester United | Head of Investor Relations | 2013 – 2018 | Public company sports IR leadership |
| Snap Inc. | Director of Investor Relations | Within 2013–2018 period | Led IR around IPO; tech/IPO readiness |
| Soho House | Chief Investment Officer | Within 2013–2018 period | Investment and capital allocation for hospitality/lifestyle |
| Wynn Resorts | VP Investor Relations | ~10 years (pre-2013) | Gaming IR; capital markets engagement |
| Morgan Stanley | Investment Banking (early career) | Not disclosed | Foundation in finance and transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No outside public company directorships disclosed for Stewart |
Board Governance
- Committee assignments: Compensation Committee member (joined March 2023); Nominating & Corporate Governance Committee member. Compensation Committee Chair is Cheryl L. Turnbull; NCG Chair is Lacy M. Johnson .
- Independence: Board determined Stewart is independent under NYSE Rule 303A; all standing committees are entirely independent .
- Attendance: Board held 5 meetings in FY2024; each director attended at least 75% of Board and committee meetings in their tenure for the year; all 12 directors attended the prior annual meeting .
- Executive sessions: Independent directors meet regularly; generally quarterly, chaired by the Lead Independent Director. Compensation Committee also meets in executive session .
- Interlocks/conflicts: Compensation Committee members (including Stewart) were not officers/employees in FY2024; none has ever been an officer. No executive officer serves on a board/comp committee of a company with reciprocal service on GFF’s board/comp committee (no interlocks) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee directors |
| Board meeting fee | $1,500 per meeting | Non-employee directors |
| Committee meeting fee (Audit) | $2,500 per meeting | Audit members |
| Committee meeting fee (Comp, NCG, Finance) | $1,500 per meeting | Other committees |
| Lead Independent Director fee | $30,000 per annum | Applies to Lead Independent Director (not Stewart) |
| Committee Chair fee (Audit) | $20,000 per annum | Chair premium |
| Committee Chair fee (Comp) | $17,500 per annum | Chair premium |
| Committee Chair fee (Finance) | $15,000 per annum | Chair premium |
| Committee Chair fee (NCG) | $15,000 per annum | Chair premium |
| Fiscal 2024 Director Cash & Equity (Stewart) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 88,000 |
| Stock Awards (grant date fair value) | 109,998 |
| Total | 197,998 |
| Restricted shares outstanding at 9/30/2024 | 1,525 |
Performance Compensation
- Annual equity grant: Each non-employee director receives restricted shares valued at $110,000 at the annual meeting; vesting in full after one year (time-based; no performance-vesting disclosed for directors) .
- Stock ownership guidelines: Directors expected to acquire shares equal to 4x base retainer within 4 years; company states each director either exceeds or is expected to meet within the window (guideline increased from 3x to 4x in Mar 2022) .
- No options, PSUs, or performance metrics tied to director compensation disclosed .
Executive performance metrics overseen by Compensation Committee (context for governance of pay-for-performance):
| Metric used for NEO pay in 2024 | Status |
|---|---|
| Adjusted EPS | Used |
| EBITDA | Used |
| Working Capital | Used |
| Return on Invested Capital | Used |
| Relative Total Shareholder Return | Used |
Policies relevant to governance signals:
- Clawback: Applies to short- and long-term incentive plans .
- Tax gross-ups: Committee policy against tax gross-ups for executives, with limited exceptions for relocation/expatriate equalization; none in NEO arrangements .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current) | None disclosed for Stewart |
| Committee interlocks | None; stated no reciprocal board/comp committee ties with GFF executives |
| Related party transactions | Audit Committee oversees; no Stewart-specific related party transactions disclosed |
Expertise & Qualifications
- Investor relations and capital markets leadership across entertainment, sports, hospitality, gaming, and technology; IPO experience at Snap; tenured IR at Wynn Resorts .
- Leadership advisory perspective from Egon Zehnder informs succession, talent, and governance oversight .
- Transaction perspective on potential investments/acquisitions; media and public relations expertise .
Equity Ownership
| Ownership Snapshot | Shares | % of Class | Date/Source |
|---|---|---|---|
| Beneficial ownership (proxy) | 24,357 | <1% | As of 12/31/2024 |
| Restricted shares outstanding | 1,525 | — | As of 9/30/2024 |
| Post-trade holding (Finviz/GuruFocus) | 23,121 | — | As of 2/7/2025 |
Policy signals:
- Pledging/hedging prohibition: Directors/officers prohibited; all indicated in compliance .
- Director stock ownership guideline: 4x base retainer within 4 years; company states directors meet/are on path to meet .
Insider Trades (Form 4/144):
| Date | Type | Shares | Price ($/sh) | Value ($) | Form/URL |
|---|---|---|---|---|---|
| 11/14/2024 | Sale | 3,095 | 80.49 | 249,117 | SEC Form 4 |
| 11/14/2024 | Proposed Sale (Form 144) | 3,095 | 80.52 | 249,209 | Form 144 |
| 2/7/2025 | Sale | 1,236 | 79.47 | 98,225 | SEC Form 4 |
| 2/7/2025 | Proposed Sale (Form 144) | 1,236 | 80.89 | 99,980 | Form 144 |
| 2018 (onboarding) | Initial beneficial ownership | — | — | — | Form 3 |
Governance Assessment
- Board effectiveness: Stewart adds strong IR and transaction communications expertise beneficial to capital allocation narratives and investor engagement; independence and active committee roles bolster oversight quality .
- Compensation governance: Member of a fully independent Compensation Committee using an independent consultant; no interlocks; policies include clawback and anti-gross-up (exec), supporting pay-for-performance credibility; director equity is time-based with clear ownership guidelines .
- Engagement/attendance: ≥75% attendance threshold met across Board/committees; executive sessions occur regularly, which supports independent oversight; meeting cadence (Board 5; Comp 6; NCG 1) suggests targeted committee work .
- Alignment: Beneficial ownership and annual equity grants plus guideline of 4x retainer support alignment; pledging/hedging prohibited and compliance indicated, reducing alignment risk .
- Potential conflicts/RED FLAGS: No related-party transactions or interlocks disclosed. Recent discretionary sales (Nov 2024, Feb 2025) reduce holdings modestly but within typical liquidity/portfolio management; no pledging, hedging, or attendance issues disclosed .
Board Governance (Committee-specific details)
| Committee | Chair | Members | FY2024 Meetings |
|---|---|---|---|
| Compensation | Cheryl L. Turnbull | Jerome L. Coben; Lacy M. Johnson; Samanta H. Stewart | 6 |
| Nominating & Corporate Governance | Lacy M. Johnson | Henry A. Alpert; Samanta H. Stewart | 1 |
| Audit | Louis J. Grabowsky | James W. Sight; Kevin F. Sullivan; Michelle L. Taylor | 6 |
| Finance | Kevin F. Sullivan | Henry A. Alpert; Jerome L. Coben; H. C. Charles Diao | 1 |
Stewart joined the Compensation Committee in March 2023, reflecting periodic refreshment and rotation of committee membership .
Director Compensation Structure (Program-wide)
| Component | Detail |
|---|---|
| Annual equity grant | Restricted shares valued at $110,000; vest after one year |
| Ownership guideline | 4x base retainer within 4 years; directors meeting/expected to meet; increased from 3x to 4x in Mar 2022 |
| Fees | Cash retainer plus per-meeting and chair premiums as detailed above |
Other Notes
- Board declassification completed by 2024; all directors now elected annually—enhances accountability .
- Proposal to reduce board size to 11 (from 12–14 range) pending 2025 vote—potential for tighter oversight and efficiency .