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100
Jericho Quadrangle
Jericho,
NY 11753-2794
(516) 938-5544 ●
Fax (516) 938-5644
April 7,
2009
Ms.
Terence O’Brien, Accounting Branch Chief
U.S.
Securities and Exchange Commission
Mail Stop
7010
Washington,
D.C. 20549-7010
|
Re:
|
Griffon
Corporation (File No. 001-06620)
|
Form 10-K
for the Fiscal Year Ended September 30, 2008 (Filed December 15,
2008)
Definitive
Proxy Statement (Filed December 29, 2008)
Dear Ms.
O’Brien:
Griffon
Corporation (“Griffon” or the “Company”) has received your correspondence dated
March 27, 2009 and is responding to your comments herein. We are supplementally
providing information in response to your comments. We understand that you may
have additional comments upon your review of our responses.
Definitive Proxy
Statement
Base Salary, page
19
1. We
have considered your responses to our prior comment 9. On page 15,
you state that you pay a base salary that is “competitive with other diversified
manufacturing companies” in the peer group, and that during the annual
compensation review, the Compensation Committee “evaluates” the compensation of
management versus selected comparators. We understand that you
believe that the committee does not benchmark compensation against the
comparator companies, but you should explain how the committee uses the
information in its evaluation. For example, what is the purpose of
the evaluation if not to set compensation consistent with some level or
percentile of compensation paid by the comparator companies? In
addition, if the committee observes and considers where the actual compensation
for each named executive officer falls in relation to the comparator companies,
then please disclose the observations that the committee made that are material
to its decisions about compensation of the named executive
officers.
Response:
Please be advised supplementally that the committee used the data points
regarding selected comparators to ascertain that the base salary and
compensation levels for the named executive officers being set by the committee
were not inconsistent with the range of base salary and compensation levels of
the comparator companies. The data points were used to inform the
committee that the compensation levels being set were within ranges established
by the comparator companies. The committee used these data points to
better understand how the comparator companies are compensating their own senior
executives. The committee believes that it is important to review and
understand the type and levels of compensation that the comparator companies are
providing its executives so that Griffon is able to retain its named executive
officers, and not have them recruited away (with the promise of increased
compensation levels) by the comparator companies, companies that compete
directly with Griffon for customers and talent, or others that compete locally,
generally or indirectly with Griffon for executive level talent and
personnel. In future filings, we will disclose the observations that
the committee makes that are material to its decisions about compensation of the
named executive officers.
Ms.
Terence O’Brien
U.S.
Securities and Exchange Commission
April 7,
2009
Page 2 of
2
2. We
note that in response to our prior comment 13, you state that the committee
takes into consideration, among other things, the performance of the officer and
the other compensation elements and amount of previous grants of stock and
options. In the additional analysis that you have agreed to provide
in your supplemental response, please ensure that you discuss what elements of
the officer’s performance the committee considered in setting equity-based
compensation and how the committee takes into account the other elements of
compensation and previous grants of stock and options.
Response:
Please be advised that, in the additional analysis, we will discuss what
elements of the officer’s performance the committee considered in setting
equity-based compensation and how the committee takes into account the other
elements of compensation and previous grants of stock and options.
*****
Thank you
for your comments. We trust that these responses are sufficient for your
purposes. However, if you have further comments, please feel free to contact
me.
Sincerely,
/s/ Patrick L.
Alesia
Patrick
L. Alesia
Chief
Financial Officer