Slide 1: Building Shareholder Value
0 Building Shareholder Value January 2022 Copyright © 2021 Griffon Corporation. All rights reserved.
Slide 2: Disclaimer
1 Disclaimer Cautionary Note Regarding Forward - Looking Statements This presentation contains “forward - looking statements” – statements that address future, not past events. In this context, forward - looking statements often address our expected future business and financial performance an d fin
Slide 3: Executive Summary
2 ¹ Source : Bloomberg as of 31 - Dec - 2021. 2 Does not include unallocated corporate expenses. 3 For reconciliation of Adj. EBITDA to Income before Taxes from Continuing Operations, or Net Income, as appropriate, see Appendix. Griffon Adj. EBITDA calculated per debt compliance certificate as defin
Slide 4: Table of Contents
3 Table of Contents Griffon Highlights 1 Our Long - Standing Track Record of Acquiring, Integrating, and Improving Companies 2 Strong Corporate Governance 5 Voss Nominees Are Unqualified and Have Questionable Backgrounds 6 Successfully Executing Our Plan to Build Shareholder Value 3 Hunter Acquisiti
Slide 5: Griffon Highlights
1. Griffon Highlights
Slide 6: The Company We Have Built
5 85% 9% 5% 1% The Company We Have Built 1 Reflects financials as of FY ending 30 - Sep - 2021, market data as of 31 - Dec - 2021. Telephonics is classified as an asset held for sale and is not included in the financial metrics. Does not include impact from Hunter acquisition. 2 For reconciliation o
Slide 7: Purposeful Strategy to Create a Balanced Portfolio of High Quality Businesses
6 . Note: Telephonics is classified as an asset held for sale and is not included in the financial metrics. Does not include impact from Hunter acquisition Purposeful Strategy to Create a Balanced Portfolio of High Quality Businesses and Iconic Brands Iconic Portfolio of Leading Brands Industry Lead
Slide 8: Complementary Acquisition of Hunter Further Supports Our Strategy
7 Signed definitive agreement to acquire Hunter Fan Company ▪ Leading North American brand of residential ceiling fans — #1 share of fans sold at U.S. retail locations — #1 share of fans sold through e - commerce ▪ Strong strategic alignment with Griffon’s Consumer and Professional Products (CPP) se
Slide 9: Sale of Defense Electronics Will Further Optimize Our Portfolio
8 Concluding strategic alternatives for Defense Electronics segment ▪ Recognized global leader of highly - sophisticated and field - proven radar , surveillance, and communications systems ▪ Sale allows Griffon to successfully complete a five year repositioning strategy, which also includes divestit
Slide 10: Our Long-Standing Track Record of Acquiring, Integrating, and Improving Companies
2. Our Long - Standing Track Record of Acquiring, Integrating, and Improving Companies
Slide 11: M&A Focused on Earnings Accretion and Leading Consumer Brands
10 7.3% 11.3% 12.5% 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2020 Acquired Continued expansion of UK platform 2010 Acquired New growth platform M&A Focused on Earnings Accretion and Leading Consumer Brands Source: Public Filings Note: Dates indicate Griffon
Slide 12: Portfolio Evolution Has Driven Margin and Free Cash Flow Improvement
11 FYE 2017 FYE 2021 Portfolio Revenue Contribution (LTM) Adj. EBITDA Margin, Excl. Unallocated Amounts 1 11.3% 12.5% Free Cash Flow Conversion 2 58.8% 83.7% HBP 29% CPP 27% DE 21% Plastics 23% CPP 48% HBP 41% DE 11% Portfolio Evolution Has Driven Margin and Free Cash Flow Improvement… …Driving Infl
Slide 13: Successfully Executing Our Plan to Build Shareholder Value
3. Successfully Executing Our Plan to Build Shareholder Value
Slide 14: EBITDA Margins Poised for Continued Expansion
13 11.3% 12.5% 14.5% 1.2% 2.0% 2017A EBITDA Margin Margin Expansion 2021A EBITDA Margin Margin Expansion PF 2021 EBITDA Margin EBITDA Margins Poised for Continued Expansion Through Portfolio Optimization M&A Strategy Driving Portfolio Focus, Growth, and Profitability Note: 2017A financials include P
Slide 15: Griffon Poised for Continued Growth
14 Griffon Poised for Continued Growth Multi - Pronged Growth Strategy Enables U s to Drive Above - Market Growth Across Cycles Capitalize on Consumer Demand for Home Improvement / Outdoor Living Products Innovation / New Products and Channels Profit Growth Through Margin Improvement Reap Rewards of
Slide 16: Capital Allocation Strategy Has Created Significant Shareholder Value
15 Consistent capital return has generated shareholder value incremental to share price appreciation Griffon’s Capital Allocation Strategy Has Created Significant Shareholder Value $45mm of dividends Share Price Appreciation (Since September 30, 2018) Total Shareholder Return ( Since September 30, 2
Slide 17: Hunter Acquisition Creates Long-Term Value for Shareholders
HIGHLY CONFIDENTIAL PRELIMINARY DRAFT 4. Hunter Acquisition Creates Long - Term Value for Shareholders
Slide 18: The Hunter Acquisition Continues Our Disciplined M&A Strategy
17 The Hunter Acquisition Continues Our Long - Standing Disciplined M&A Strategy The Company We Are Building Accretive to earnings x Expected to add at least $0.50 per share to Griffon’s EPS in first full fiscal year Attractive purchase price x 9.4x expected EBITDA transaction multiple , very attrac
Slide 19: Hunter is the Market Leading Fan Player
18 R&R 81% Residential New Construction 13% Commercial Construction 6% ▪ Iconic brand with 135 - year heritage and reputation for innovation and superior quality ▪ The leading brand of residential ceiling fans sold at U.S. retail locations and through e - commerce ▪ Emerging position in residential
Slide 20: Hunter's Comprehensive Product Portfolio
19 Hunter’s Comprehensive Product Portfolio Consumer Ceiling Fans Residential Lighting Commercial Ceiling Fans Industrial Fans Residential ceiling fans that are sold both in - store and online Residential light fixtures that are sold both in - store and online Ceiling fans for commercial application
Slide 21: Hunter Offers Compelling Strategic and Financial Benefits
20 Hunter Offers Compelling Strategic and Financial Benefits Attractive End Markets x Steady growth & beneficial secular trends x Low cyclicality and volatility x Significant end market overlap with existing GFF businesses Market Leadership x Leading North American brand of residential ceiling fan x
Slide 22: AMES + Hunter: Compelling Strategic Logic
21 Strategic Benefits x Joint access to broad network of high quality retail partners x AMES growth through Hunter’s premier direct - to - consumer e - commerce channel x Enhanced customer fulfillment capabilities through AMES Center for Digital Commerce (ACDC) x Combined access to AMES’ UK, Austral
Slide 23: Hunter Acquired at a Compelling Valuation vs. Precedent Transactions
22 Hunter Acquired at a Compelling Valuation vs. Other Consumer and Building Products Precedent Transactions Source: Public filings, public disclosures, and Wall Street Research Note: Transactions shown include selected consumer and building products transactions with $500mm - $2bn in EV, since 2014
Slide 24: Investors and Analysts Are Supportive of the Hunter Transaction
23 16% 5% 5% GFF Proxy Peers Russell 2000 Indexed Stock Price Performance Between 20 - Dec - 21 and 24 - Dec - 21 GFF Outperformed In Connection with the Hunter Acquisition Announcement Research Analysts Are Highly Supportive of the Hunter Transaction Source : Company Filings, Bloomberg as of 24 - D
Slide 25: Strong Corporate Governance
5. Strong Corporate Governance
Slide 26: Board Is Focused on Governance and Responsive to Shareholders
25 Griffon’s Board Is Focused on Governance Matters and Responsive to Shareholders’ Feedback Thoughtful Board Refreshment x Nomination of Michelle Taylor, a highly qualified and diverse independent director x With Ms. Taylor’s appointment at 2022 AGM, we will have refreshed ~65% of our Board members
Slide 27: We Regularly Refresh Our Board
26 Independent Director Tenure 5 Years MEDIAN TENURE Director Independence 12 INDEPENDENT DIRECTORS Louis Grabowsky Independent Director Since 2015 Former COO, Grant Thorton Note (1): The Board undertook a commitment to further diversify with an objective that, by 2025, 40% of independent directors
Slide 28: Highly-Skilled Director Appointments
27 Source: Proxy Statement 1 As a percentage of votes cast at Griffon’s annual meetings since 2015. 2 Public Company Leadership = CEO or Board Membership outside of Griffon Board. 3 Senior Leadership – C Suite Executive or equivalent. Public Company Leadership 2 Senior Leadership 3 Operations Manage
Slide 29: Our Director Nominees Are Highly Qualified
28 Louis Grabowsky Robert Mehmel Michelle Taylor Cheryl Turnbull Director Since 2015 2018 New Nominee 2018 Current Position Founder & Principal, Juniper Capital Management President & COO, Griffon Director of New Product Quality, Trane Senior Director, Keenan Center for Entrepreneurship, The Ohio St
Slide 30: Executive Compensation Is Linked to Company Performance
29 7% 50% 33% 8% 2% Griffon’s Executive Compensation Is Linked to Company Performance and Aligned with Shareholder Interests Our independent compensation consultant, Gallagher, concluded that the aggregate compensation cost of our corporate executive staff was between the 55th and 60th percentile fo
Slide 31: Griffon Has Proactively Engaged with Shareholders around ESG
30 Griffon Has Proactively Engaged with Shareholders around ESG Leadership Focus on ESG Formalization of ESG Commitment • Griffon has committed a substantial portion of shareholder outreach calls to discuss ESG matters of interest to shareholders . • Griffon answered questions about the effects of C
Slide 32: Voss Nominees Are Unqualified and Have Questionable Backgrounds
6 . Voss Nominees Are Unqualified and Have Questionable Backgrounds
Slide 33: Griffon Has Consistently Engaged in Good Faith
32 Despite Voss’ Questionable Behavior, Griffon Has Consistently Engaged in Good Faith x Griffon met with Voss’ CIO Travis Cocke within a week of Voss’ initial outreach to the Company on September 2, 2021 Griffon did not hear back from Mr. Cocke for almost a month until October 5, 2021 Engagement Hi
Slide 34: Voss' Interests Are Not Aligned with Those of Other Stockholders
33 Voss’ Interests Are Not Aligned with Those of Other Stockholders NO PLAN Voss’ (“Travis Cocke ”) so - called plan is a ‘Get Rich Quick’ scheme to break up Griffon Mr. Cocke’s singular focus on selling the company shows a profound lack of understanding of the company and lacks appreciation and con
Slide 35: Voss Has No Plan and is Only Interested in Making a Quick Buck
34 Voss Has No Plan and is Only Interested in Making a “Quick Buck” Voss’ ‟Recommendation” Reality Facts Sale of Defense Electronics Business Sale of Telephonics was already well underway before Voss bought any Griffon shares The process was well underway before Voss’s involvement Review of strategi
Slide 36: Voss' Misleading Statements On Hunter Acquisition Have No Foundation
35 Voss’ Misleading Statements On Hunter Acquisition Have No Foundation Voss’ Alleged ‛Concern’ Reality Fact Execution Risk Griffon has a track record of M&A execution Over the past decade, the Company has executed more than 10 acquisitions of varying sizes and degrees of complexity Griffon team is
Slide 37: Voss Continues to Mislead With Factually Inaccurate Statements
36 Voss Continues to Mislead With Factually Inaccurate Statements That Ignore the Truth Voss’ Alleged ‛Concern’ Reality Fact Telephonics Chicanery Telephonics is excluded from revenue growth calculations as required by GAAP for businesses held - for - sale Lazard hired to conduct strategic review Th
Slide 38: Voss' Candidate Brings No Value to Our Board
37 Robert Mehmel Overall Griffon Board Charles Diao Nominee Skills Public Company Leadership 1 x 10/14 Senior Leadership 2 x 11/14 ? Operations Management x 11/14 ? Consumer Products / Services Industry x 8/14 Business Owner 6/14 ? Financial, Transactional, Accounting x 9/14 Investment / Asset Manag
Slide 39: Voss' Nominees Have Significant Red Flags
38 H.C. Charles Diao (64) “Managing Director”, Diao & Co. …And Have Significant Red Flags Source: Public filings Two of Voss’ nominees have withdrawn without any explanation Leviathan Winn (37) CFO, Zulily (subsidiary of Qurate Retail, Inc.) Withdrawn Extremely unstable employment history (tenures <
Slide 40: Vote Griffon WHITE Card
VOTE GRIFFON WHITE CARD
Slide 41: Best in Class Board and Management with the Right Strategy to Drive Value
40 Best in Class Board and Management with the Right Strategy to Drive Value for Shareholders Griffon’s Leadership Has A Proven Track Record of Value Creation x We Are Successfully Executing On Our Plan To Build Shareholder Value x Hunter Acquisition Creates Long - Term Value for Shareholders x We H
Slide 42: al 3s c o a Qa <
al 3s c o a Qa <
Slide 43: Total Shareholder Return During Current Management's Tenure
42 Source: Bloomberg, Datastream , market data as of 31 - Dec - 2021 Note: Starting date of April 01, 2008 through December 31, 2021. Total shareholder return (TSR) accounts for both share price changes and dividends over the stated period . TSR performance data indexed to 100%. Total Shareholder Re
Slide 44: Historical Proxy Peers
43 Historical Proxy Peers As of Proxy Filed in: 2015 2016 2018 2020 2021 AAR Corp. AAR Corp. AAR Corp. AAR Corp. AAR Corp. Advanced Drainage Systems, Inc. Advanced Drainage Systems, Inc. Advanced Drainage Systems, Inc. Advanced Drainage Systems, Inc. Advanced Drainage Systems, Inc. A. O. Smith Corpo
Slide 45: Griffon Has Consistently Engaged in Good Faith
44 Despite Voss’ Questionable Behavior, Griffon Has Consistently Engaged in Good Faith x We have met with Voss affiliates on multiple occasions since September 2021 ▪ On September 9, 2021, our VP of Corporate Strategy & Development met with Voss’ CIO Travis Cocke ▪ The meeting was setup within a wee
Slide 46: Griffon Revenue and EBITDA Reconciliation
45 ($ in millions) Note: Due to rounding, numbers presented may not add up precisely to the totals provided. 1 Free Cash Flow defined as Compliance Adj. EBITDA minus Capital Expenditures. Griffon Revenue and EBITDA Reconciliation 2017 2021 Revenue Consumer and Professional Products $545 $1,230 Home
Slide 47: Hunter EBITDA Reconciliation
46 ($ in millions) Note: Due to rounding, numbers presented may not add up precisely to the totals provided. 1 Free Cash Flow defined as Diligence Adj. EBITDA minus Capital Expenditures. Hunter EBITDA Reconciliation 2021 Net Income $ 3 Interest, net 31 Income Taxes 5 Depreciation and Amortization 18