Griffon Corporation · NYSE:GFF

Griffon — Proxy Contest (February 2022)

18 slides from Griffon's proxy contest presentation, Feb 14, 2022

  1. Slide 1: Updated Summary Investor Presentation

    0 Updated Summary Investor Presentation February 14 th , 2022 Copyright © 2022 Griffon Corporation. All rights reserved.

  2. 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

  3. Slide 3: We Have Successfully Repositioned Our Portfolio

    2 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 We Have Successfully Repositioned Our Portfolio… Source: Public Filings Note: Dates indicate Griffon fiscal ye

  4. Slide 4: EBITDA Margins Poised for Continued Expansion Through Portfolio Optimization

    3 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 … Which Has Resulted In Significantly Improved Performance … Note: 2017A financials include Plast

  5. Slide 5: Total Shareholder Return vs. Peers, Russell 2000, and S&P 600

    4 Source: Bloomberg, Datastream , market data as of 31 - Dec - 2021 Note: December 2020 Proxy Peers included for comparison purposes to data used by Voss. Total shareholder return (TSR) account s f or both share price changes and dividends over the stated period. Peer TSR figures represent the avera

  6. Slide 6: Hunter Acquisition Offers Compelling Strategic and Financial Benefits

    5 Hunter Acquisition Offers Compelling Strategic and Financial Benefits Transaction Expected to Add A t L east $ 0.50/share to Griffon’s EPS in First F ull F iscal Y ear Attractive End Markets x Steady growth & beneficial secular trends x Low cyclicality and volatility x Significant end market overl

  7. Slide 7: AMES + Hunter: Compelling Strategic Logic

    6 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,

  8. Slide 8: Equity Investors and Research Analysts Are Highly Supportive of Our Strategy

    7 Equity Investors and Research Analysts Are Highly Supportive of Our Business Repositioning and Management’s Strategy Our FY Q1 2022 Results Exceeded Street Estimates “We believe GFF’s recent portfolio transformation is positive and should lead to improved FCF generation and earnings power over tim

  9. Slide 9: Planned Issuance of Inaugural Annual ESG Report

    8 Planned Issuance of Inaugural Annual ESG Report • Our newly appointed Vice President, Sustainability is preparing the company’s inaugural ESG Report, to be issued in the first half of 2022 • The fiscal 2021 ESG Report will include community involvement, charitable giving, employee safety, employee

  10. Slide 10: Our Highly Qualified Director Nominees Represent The Best Interests of Our Shareholders

    9 Our Highly Qualified Director Nominees Represent The Best Interests of Our Shareholders 1 Griffon’s Board was open to Voss’ inputs and the Nominating and Corporate Governance Committee considered Mr. Diao’s candidacy as part of the Company’s search for a new director Replacing Griffon’s candidates

  11. Slide 11: Griffon's Board and Management Have the Right Strategy to Drive Value for Shareholders

    10 Griffon’s Board and Management Have 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 Have

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  13. Slide 13: Clopay Corporation – A Case Study in Value Creation

    12 • Founded in 1964 and acquired in 1985, Clopay is Griffon’s Home and Building Products (HBP) business • Since 2009, current Griffon leadership has rapidly grown Clopay • Today, Clopay is North America’s largest manufacturer and marketer of garage and rolling steel doors • Clopay sells residential

  14. Slide 14: Significant Margin Improvement and Cash Flow Generation

    13 Significant Margin Improvement and Cash Flow Generation Execution of a Multi - year Strategic Plan to Drive Growth and Profitability • Invested in property, plants and equipment x Streamlined manufacturing processes to enable efficient manufacturing in large volume x Consolidation of facilities f

  15. Slide 15: Leveraging Our Track Record of Execution to Drive Growth at AMES

    14 Leveraging Our Track Record of Execution to Drive Growth at AMES AMES’ Initiatives to Enhance Growth and Profitability x Consolidation of facilities footprint and talent pool x Strategic investments in automation, manufacturing and e - commerce x Unification of data & analytics platform to increa

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  17. Slide 17: Griffon Revenue and EBITDA Reconciliation

    16 ($ 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

  18. Slide 18: Hunter EBITDA Reconciliation

    17 ($ 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

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