GRIFFIN INDUSTRIAL REALTY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held May 10, 2016
9, 2017

PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin Industrial Realty, Inc. ("Griffin"(“Griffin”) will be held in the New York Hilton Hotel, 1335 Avenue of the Americas, New York, NY 10019, on the 10⁹th day of May 2016,2017, at 2:00 p.m., local time, to consider and act upon:

1.

The election of David R. Bechtel, Edgar M. Cullman, Jr., Frederick M. Danziger, Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors of Griffin;



2.

The ratification of the selection of RSM US LLP as Griffin'sGriffin’s independent registered public accountants for fiscal 2016;



2017;

3.

The approval, on an advisory (non-binding) basis, of the compensation of Griffin'sGriffin’s named executive officers as presented in Griffin'sGriffin’s Proxy Statement for the Annual Meeting of Stockholders to be held May 10, 2016;9, 2017;

4.           The approval on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of Griffin’s named executive officers; and



4.

5.           Such other business as may properly be brought before the Annual Meeting or any postponement, continuation or adjournment thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

Only stockholders of record at the close of business on March 24, 201623, 2017 are entitled to notice of, and to vote at, the Annual Meeting.

Dated:    April 5, 2016

GRIFFIN INDUSTRIAL REALTY, INC.
ONE ROCKEFELLER PLAZA
SUITE 2301

641 LEXINGTON AVENUE

26TH FLOOR

NEW YORK, NEW YORK 10020
10022

PROXY STATEMENT

This Proxy Statement is furnished to the stockholders of Griffin Industrial Realty, Inc. ("Griffin"(“Griffin”) in connection with the solicitation by theits Board of Directors  (the “Board”) of proxies for the Annual Meeting of Stockholders to be held at 2:00 p.m. on May 10, 20169, 2017 in the New York Hilton Hotel at 1335 Avenue of the Americas, New York, NY 10019, for the purposes set forth in the accompanying notice of meeting. We anticipateGriffin anticipates that the Proxy Statement and proxy card will be distributed to stockholders on or about April 5, 2016.2017.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 10, 2016

The Company's Proxy Statement and Annual Report are available at
http://materials.proxyvote.com/398231

        The following proxy materials are available for review at http://materials.proxyvote.com/398231:

•

Griffin's 2016 Proxy Statement;



•

Griffin's Annual Report for the fiscal year ended November 30, 2015; and



•

any supplements or amendments to the foregoing materials that are required to be furnished to stockholders.

        You may obtain directions to attend the Annual Meeting, where you may vote in person, by calling Griffin's corporate headquarters at (212) 218-7910.

At the Annual Meeting, stockholders will be asked to consider and act upon the following proposals:

1.

The election of David R. Bechtel, Edgar M. Cullman, Jr., Frederick M. Danziger, Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors;



2.

The ratification of the selection of RSM US LLP (“RSM US”) as Griffin'sGriffin’s independent registered public accountants for fiscal 2016;



2017;

3.

The approval, on an advisory (non-binding)(non‑binding) basis, of the compensation of Griffin'sGriffin’s named executive officers as presented in this Proxy Statement for the Annual Meeting of Stockholders to be held May 10, 2016;9, 2017;

4.           The approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of Griffin’s named executive officers; and



4.

5.           Such other business as may properly be brought before the Annual Meeting or any postponement, continuation or adjournment thereof.

The Board recommends a vote "FOR"“FOR” David R. Bechtel, Edgar M. Cullman, Jr., Frederick M. Danziger, Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors, "FOR"“FOR” the ratification of the selection of RSM US LLP as Griffin'sGriffin’s independent registered public accountants for fiscal 2016, and "FOR"2017, “FOR” the approval, on an advisory (non-binding)(non‑binding) basis, of the compensation of Griffin'sGriffin’s named executive officers and “ONE YEAR” on the frequency of future advisory votes on the compensation of Griffin’s named executive officers.

GENERAL
HOW DO I VOTE?

Griffin recommends that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person. If you are a stockholder of record, there are three ways to vote by proxy:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern time, on May 8, 2017.

If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank or broker to obtain a legal proxy and bring it to the Annual Meeting in order to vote.

GENERAL

This solicitation is being made on behalf of the Board of Directors of Griffin. Any proxy received in the accompanying form may be revoked by the person executing it at any time before the authority thereby granted is exercised. A proxy may be revoked by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy bearing a later date to Griffin'sGriffin’s Secretary. Proxies received by the Board of Directors in such form will be voted at the meeting or any adjournment thereof as specified therein by the person giving the proxy; if no specification is made, the shares represented by such proxy will be voted:

i.

For

i.For the election of David R. Bechtel, Edgar M. Cullman, Jr., Frederick M. Danziger, Michael S. Gamzon, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. as directors as described in this Proxy Statement;



ii.

For

ii.For ratification of the selection of RSM US LLP ("RSM US") as Griffin'sGriffin’s independent registered public accountants for fiscal 2016; and



iii.

For2017;

iii.For the approval, on an advisory (non-binding)(non‑binding) basis, of the compensation of Griffin'sGriffin’s named executive officers as presented in this Proxy Statement for the Annual Meeting of Stockholders to be held May 10, 2016.

iv.For “ONE YEAR” on the frequency of future advisory votes on the compensation of Griffin’s named executive officers.

Directors will be elected by aplurality of the votes cast. This means that the seven directors receiving the highest number of "FOR"“FOR” votes will be elected as directors. Votes withheld and broker "non-votes"“non‑votes” will have no effect on the election of directors. The ratification of the selection of RSM US as Griffin'sGriffin’s independent registered public accountants, requires the affirmative vote of amajority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as votes against the proposal. Because brokers have discretionary authority to vote on the ratification of the selection of RSM US, we doGriffin does not expect any broker non-votesnon‑votes in connection with the ratification. The advisory (non-binding)(non‑binding) vote for the approval of the compensation of Griffin'sGriffin’s named executive officers requires the affirmative vote of amajority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as votes against the compensation of Griffin'sGriffin’s named executive officers. Broker "non-votes"“non‑votes” will be treated as though they are not entitled to vote and will have no effect on the outcome of this vote. With regard to the advisory (non-binding) vote on the frequency of future advisory votes on the compensation of Griffin’s named executive officers, this proposal requires the affirmative vote of a majority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. If no frequency receives the foregoing vote, then Griffin will consider the frequency that receives the highest number of votes cast by the stockholders to be the frequency recommended by its stockholders. However, because this vote is advisory and not binding on the Board or Griffin, the Board may decide that it is in the best interests of Griffin to hold an advisory vote on compensation of its named executive officers more or less frequently than the option recommended by Griffin’s stockholders. Abstentions on this proposal will have the same effect as votes against each frequency provided as an option in the proposal. Broker “non-votes” will be treated as though they are not entitled to vote and will have no effect on the outcome of this vote.

Management knows of no matters that may be brought before the Annual Meeting or any postponement, continuation or adjournment thereof other than those described in the accompanying notice of meeting and routine matters incidental to the conduct of the meeting. However, if any other matter should come before the meeting or any postponement, continuation or adjournment thereof, it is the intention of the persons named in the accompanying proxy card or their substitutes to vote the proxy in accordance with their judgment on such matters.

The cost of solicitation of proxies by the Board of Directors will be borne by Griffin. Such solicitation will be made by mail and, in addition, may be made by officers and employees of Griffin personally or by telephone, facsimile or electronic mail. Proxies and proxy material will also be distributed through brokers, custodians and other similar parties, and Griffin will reimburse such parties for their reasonable expenses. The solicitation and recording of proxies is being done by Broadridge Financial Solutions, Inc., and will cost approximately $15,000.

Each holder of a share of Common Stock of Griffin, par value $0.01 per share (the "Common Stock"“Common Stock”), will be entitled to one vote for each share held of record by such person at the close of business on March 24, 201623, 2017 (the "Record Date"“Record Date”), which is the Record Date fixed by the Board of Directors for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. As of such date, Griffin had outstanding 5,152,7085,000,535 shares of Common Stock (none of which constituted shares of treasury stock).Stock. A

majority of these shares present in person or represented by proxy will constitute a quorum at the Annual Meeting. A total of 2,354,9682,333,140 shares of Common Stock, representing approximately 45.7%46.7% of the outstanding shares of Common Stock, are held by members of the Cullman and Ernst Group (as defined herein).

STOCKHOLDER PROPOSALS FOR THE 20172018 ANNUAL MEETING

Proposals by stockholders for Griffin's 2017Griffin’s 2018 Annual Meeting of Stockholders pursuant to Rule 14a-814a‑8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), must be received by Griffin no later than December 6, 20165, 2017 if such proposal is to be considered for inclusion in the 20172018 proxy materials of Griffin.

Stockholders intending to present a proposal at the 20172018 Annual Meeting of Stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Amended and Restated By-laws. Griffin'sBy‑laws. Griffin’s Amended and Restated By-lawsBy‑laws require, among other things, that Griffin'sGriffin’s Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than 120 days and not later than 90 days prior to the first anniversary of the preceding year'syear’s annual meeting. Therefore, Griffin must receive notice of such a proposal or nomination for the 20172018 Annual Meeting of Stockholders no earlier than January 10, 20179, 2018 and no later than February 9, 2017.8, 2018. The notice must contain the information required by the Amended and Restated By-laws,By‑laws, a copy of which is available upon request to Griffin'sGriffin’s Secretary. In the event that the date of the 20172018 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 10, 2017,9, 2018, then Griffin'sGriffin’s Secretary must receive such written notice not earlier than the 120th day prior to the 20172018 Annual Meeting and not later than the 90th day prior to the 20172018 Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by Griffin. Griffin reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

PROPOSAL I. ELECTION OF DIRECTORS

At the 20162017 Annual Meeting of Stockholders, seven directors (which will comprise the entire Board) are to be elected. The Board of Directors proposed the nominees listed below, all of whom are current directors of Griffin, for election as directors to serve until the 20172018 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The directors must be elected by a plurality of the votes cast in person or by proxy by stockholders entitled to vote at the meeting. If any nominee named below becomes unable to serve or for good cause will not serve, the proxy holders listed on Griffin'sGriffin’s proxy card will vote for such substitute nominee or nominees as may be designated by the Board of Directors, or the Board may elect to reduce the size of the Board. David R. Bechtel, a nominee for election as a director at the 2016 Annual Meeting of Stockholders, and Michael S. Gamzon, who was elected by the Board of Directors on January 19, 2016 to replace David M. Danziger, who resigned from the Board of Directors effective January 19, 2016, were approved by the Board for inclusion on the proxy card to stand for election by the stockholders. Mr. David M. Danziger resigned from the Board of Directors to enable Griffin to maintain compliance with NASDAQ listing rules that require NASDAQ listed company boards to have a majority of their members be independent directors. The remaining five nominees who were approved by the Board for inclusion on the proxy card are standing for reelection.

Griffin’s Director Winston J. Churchill, Jr. is not standing for reelection at the 2016 Annual Meeting of Stockholders.Nominees

Griffin's Director Nominees

        Griffin'sGriffin’s nominees for election as director are the following:

The Board of Directors held seven meetings during fiscal 2015. Griffin's2016. Griffin’s Board of Directors has an Audit Committee, a Compensation Committee and a Nominating Committee. Committee memberships

of the Board of Directors are indicated in the above table. All directors attended 99%at least 94% of all Board and Committee meetings during fiscal 20152016 (of Committees of which they were members).

        The CompanyGriffin encourages, but does not require, Board members to attend the Annual Meeting of Stockholders. In 2015, six2016, five of the Board members then serving attended the Annual Meeting of Stockholders.

Board Independence

Under NASDAQ rules, an "independent director"“independent director” of a company means a person who is not an officer or employee of the company or its subsidiaries and, in the opinion of the company'scompany’s board of directors, does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Messrs. Bechtel, Churchill, Jr., Israel, May and Small, Jr. qualify as independent directors under NASDAQ rules. All of the members of the Audit, Compensation and Nominating Committees are independent directors under the applicable NASDAQ and SEC rules.

Executive Officers who are not Directors

Audit Committee

        Griffin'sGriffin’s Audit Committee consists of David R. Bechtel, Thomas C. Israel and Jonathan P. May and Albert H. Small, Jr., with Mr. Israel serving as Chairman. Mr. Bechtel was appointed to the Audit Committee on May 10, 2016 replacing Mr. Small, Jr. The Audit Committee meets the NASDAQ composition requirements, including the requirements regarding financial literacy. The Board has determined that each member of the Audit Committee is independent under the listing standards of NASDAQ and the rules of the SEC,Securities and Exchange Commission (the “SEC” or “Commission”) regarding audit committee membership. In addition, Mr. Israel qualifies as a financially sophisticated Audit Committee member under the NASDAQ rules based on his employment experience in finance. None of the members of the Audit Committee are

considered a financial expert as defined by Item 407(d)(5) of Regulation S-KS‑K of the Securities and Exchange Act of 1934 (an "audit“audit committee financial expert"expert”). Griffin does not have an audit committee financial expert because it believes the members of its Audit Committee have sufficient financial expertise and experience to provide effective oversight of Griffin'sGriffin’s accounting and financial reporting processes and the audits of Griffin'sGriffin’s financial statements in accordance with generally accepted accounting principles and NASDAQ rules. In addition, since January 31, 2012, the Audit Committee has engaged directly a former audit partner in a public accounting firm who is a certified public accountant with extensive experience in auditing the financial statements of public and private companies thatcompanies. The Audit Committee had previously servedengaged the public accounting firm of which he was a partner as an advisor to the Audit Committee. The Audit Committee believes that this engagement provides it with additional expertise comparable to what would be provided by an audit committee financial expert.

The Audit Committee approves all auditing and non-auditingnon‑auditing services, reviews audit reports and the scope of audit by Griffin'sGriffin’s independent registered public accountants and related matters pertaining to the preparation and examination of Griffin'sGriffin’s financial statements. From time to time, theThe Audit

Committee makes recommendations tooperates under a written charter adopted by the Board of Directors with respect toon March 28, 2003 and last amended on September 30, 2016, which is publicly available in the foregoing matters.“Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com. The Audit Committee held fivefour meetings in fiscal 2015.2016.

Board of Directors'Directors’ Role in Oversight of Risk

Management is responsible for Griffin's day-to-dayGriffin’s day‑to‑day risk management activities, and the Board'sBoard’s role is to engage in informed risk oversight. In fulfilling this oversight role, Griffin'sGriffin’s Board of Directors focuses on understanding the nature of Griffin'sGriffin’s enterprise risks, including operations and strategic direction, as well as the adequacy of Griffin'sGriffin’s overall risk management system. There are a number of ways the Board performs this function, including the following:

•

at its regularly scheduled meetings, the Board receives management updates on Griffin's business operations, financial results and strategy, and discusses risks related to its businesses;



•

the Audit Committee assists the Board in its oversight of risk management by discussing with management, particularly the Chief Executive Officer and the Chief Financial Officer, Griffin's major risk exposures and the steps management has taken to monitor and control such exposures; and



•

through management updates and committee reports, the Board monitors Griffin's risk management activities, including the risk management process, risks relating to Griffin's compensation programs, and financial and operational risks being managed by Griffin.

The Board does not believe that its role in the oversight of Griffin'sGriffin’s risk affects the Board'sBoard’s leadership structure.

Compensation Risk

The Compensation Committee reviews compensation policies and practices affecting employees in addition to those applicable to executive officers. The Compensation Committee has determined that it is not reasonably likely that Griffin'sGriffin’s compensation policies and practices for its employees would have a material adverse effect on Griffin.

Nominating Committee

        Griffin'sGriffin’s Nominating Committee consists of David R. Bechtel, Thomas C. Israel, Winston J. Churchill, Jr., Jonathan P. May and Albert H. Small, Jr., with Mr. Israel serving as Chairman. Mr. MayBechtel was appointed to the Nominating Committee on May 10, 2016. Prior to July 12, 2015. The2016, Mr. Israel served as Chairman. On July 12, 2016, the Board of Directors approved a change in the Nominating Committee whereby Mr. May became Chairman with Mr. Israel remaining on the Committee. As Mr. Israel is the Chairman of the Audit Committee, this change more evenly distributes the committee chairmanships amongst the independent members of Griffin’s Board. All four members of the Nominating Committee are independent directors. The Nominating Committee reviews candidates for appointment to the Griffin Board of Directors. In searching for qualified director candidates, the Board may solicit current directors and ask them to pursue their own business contacts for the names of potentially qualified candidates. The Nominating Committee may consult with outside advisors or retain search firms to assist in the search for qualified candidates. The Nominating Committee will also consider suggestions from stockholders for nominees for election as directors. The Nominating Committee does not have a policy

on the consideration of board nominees recommended by stockholders. The Board believes such a policy is unnecessary, as the Nominating Committee will consider a nominee based on his or her qualifications, regardless of whether the nominee is recommended by stockholders. Any stockholder who wishes to recommend a candidate to the Nominating Committee for consideration as a director nominee should submit the recommendation in writing to the Secretary of the Griffin in accordance with the same procedures in Griffin'sGriffin’s Amended and Restated By-LawsBy‑Laws for stockholder nominations of directors to permit the Nominating Committee to complete its review in a timely fashion. The Nominating Committee operates under a written charter adopted by the Board of Directors on November 15, 2016, which is publicly available in 2014, which was attached as Appendix A to Griffin's Revised Definitive Proxy Statement filed with the SEC on April 15, 2014.“Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com. The Nominating Committee held one meeting in fiscal 2015.

        In February 2016, the Nominating Committee reviewed and recommended David R. Bechtel to the Board as a nominee for election as a director at the 2016 Annual Meeting of Stockholders. Mr. Bechtel was recommended to the Committee by Mr. Gamzon, President and CEO. In accordance with the Board's informal policy for the retirement of nonemployee directors at age 75 or older, Winston J. Churchill, Jr., a Board member since 1997, is not standing for reelection at the 2016 Annual Meeting. The Board thanks Mr. Churchill, Jr. for his service and will miss his perceptive analysis of Griffin's plans and operations. The Board does not expect more than one nonemployee director to be affected by the implementation of the informal retirement policy in any one year.2016.

Board Diversity; Selection and Evaluation of Director Candidates

The Board does not have a formal policy with respect to Board nominee diversity. There are no specific minimum qualifications that the Nominating Committee believes must be met for a person to serve on the Board. When identifying nominees for director, the Nominating Committee focuses on relevant subject matter expertise, depth of knowledge in key areas that are important to Griffin, and the background, perspective and experience of the nominee. The Nominating Committee is charged with building and maintaining a board that has an ideala mix of talent and experience to achieve Griffin'sGriffin’s business objectives in the current environment.

Board Leadership Structure

The Board believes that there is no single, generally accepted approach to providing Board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company at any given time. Accordingly, the optimal board leadership structure for Griffin may vary as circumstances change. Griffin'sGriffin’s Board was led by a Non-ExecutiveNon‑Executive Chairman through 2011, as separate individuals held the positions of Chairman of the Board and Chief Executive Officer, and the Chairman of the Board was not an employee. In May 2012, the Board appointed Mr. Frederick M. Danziger as Chairman of the Board. Mr. Danziger had been Chief Executive Officer since 1997. In making that appointment, the Board concluded that Griffin and its stockholders were best served by having Mr. Danziger serve as Chairman of the Board and Chief Executive Officer. The Board believed that Mr. Danziger'sDanziger’s combined role as Chairman of the Board and Chief Executive Officer promoted unified leadership and a single, clear focus and direction for management to execute Griffin'sGriffin’s strategy and business plans. Effective January 1, 2016, the positions of Chairman of the Board and Chief Executive Officer have been held by separate individuals, Mr. Frederick M. Danziger and Mr. Michael S. Gamzon, respectively. The Board determined that Mr. Danziger should continue to serve as Executive Chairman to continue to provide Board leadership continuity.

Communication with the Board or Nominating Committee

Stockholders who wish to communicate with the Board of Directors or the Nominating Committee should address their communications to Thomas C. Israel,Jonathan P. May, Chairman of the Nominating Committee, via first class mail, at Griffin Industrial Realty, Inc., One Rockefeller Plaza, Suite 2301,641 Lexington Avenue, 26th Floor, New York, New York, 10020.10022. Such communication will be distributed to the specific director(s) requested by the stockholders, or if generally to the Board of Directors or to othersuch members of the Board of Directors as may be appropriate depending on the material outlined in the stockholder communication.

Compensation Committee

        Griffin'sGriffin’s Compensation Committee consists of Winston J. Churchill, Jr., Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr., with Mr. Churchill,Small, Jr. serving as Chairman. All of the members of the Compensation Committee are independent directors and meet the heightened independence requirements for members of the compensation committee under NASDAQ rules. The Compensation

Committee oversees Griffin'sGriffin’s executive compensation programs, Griffin'sGriffin’s 2009 Stock Option Plan, Griffin'sGriffin’s 401(k) Savings Plan (the "Griffin“Griffin 401(k) Savings Plan"Plan”) and Griffin's non-qualifiedGriffin’s non‑qualified deferred compensation plan (the "Deferred“Deferred Compensation Plan"Plan”).

The Compensation Committee operates under a written charter adopted by the Board of Directors on March 11, 2014,as of November 15, 2016, which was attachedis publicly available in the “Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com . Under its charter, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as Appendix Bit deems appropriate, including the authority to Griffin's Revised Definitive Proxy statement filedrequest any officer, employee or adviser of Griffin to meet with the SEC on April 15, 2014. Compensation Committee or any advisers engaged by the Compensation

Committee. In addition to the foregoing and other authority expressly delegated to the Compensation Committee in the charter, the Compensation Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Compensation Committee, Griffin’s Amended and Restated By‑laws and applicable rules of NASDAQ. The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

The Compensation Committee held one meetingtwo meetings in fiscal 2015.2016.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND PRINCIPAL HOLDERS

The following table lists the number of shares and options to purchase shares of Common Stockcommon stock of Griffin beneficially owned or held by: (i) each person known by Griffin to beneficially own more than 5% of the outstanding shares of Common Stock;common stock; (ii) each director and director nominee;director; (iii) each Named Executive Officer;Officer (as defined in “Compensation Discussion and Analysis”); and (iv) all directors and executive officers of Griffin, collectively. Unless otherwise indicated, information is provided as of March 24, 2016.23, 2017.

INTERESTS IN CERTAIN TRANSACTIONS

Griffin reviews any relationships and transactions in which Griffin and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Griffin'sGriffin’s corporate staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether Griffin or a related person has a direct or indirect material interest in the transaction. In accordance with its charter, the Audit Committee is then responsible for reviewing and approving all related person transactions. As required under SEC rules, transactions that are determined to be directly or indirectly material to Griffin or a related person are disclosed in Griffin'sGriffin’s Annual Report on Form 10-K10‑K and proxy statement.

On November 24, 2015, the Audit Committee approved a proposed transaction whereby Griffin would enterentered into a ten year sublease of approximately 1,920 square feet of office space for its New York City corporate headquarters from Bloomingdale Properties, Inc. ("(“Bloomingdale Properties"Properties”), an entity that is controlled by certain members of the Cullman and Ernst Group (as defined herein)(see “Security Ownership of Certain Beneficial Owners and Management and Principal Holders”), for rent starting at $121,000 per year,

with annual increases of 1.5%, except for an increase of $9,600 at the start of the sixth year of the sublease.sublease. The proposed sublease with Bloomingdale Properties reflects theis at market raterates for such space and would enableenables either Griffin or Bloomingdale Properties to terminate the sublease agreement upon a change in control (as defined) of either Griffin or Bloomingdale Properties. The sublease of office space from Bloomingdale Properties is expected to reducereduced the occupancy costs for Griffin'sGriffin’s corporate headquarters.

The information given in this Proxy Statement with respect to the five-yearfive‑year business experience of each director and officer, beneficial ownership of stock, interlocks and the respective interests of persons in transactions to which Griffin or any of its subsidiaries was a party (other than as appears from the records of Griffin), is based upon statements furnished to Griffin by its directors and officers.

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by, or paid to each of Griffin'sGriffin’s named executive officers (the "Named“Named Executive Officers"Officers”) during the last completed fiscal year. The Named Executive Officers for the fiscal year ended November 30, 20152016 were as follows:

Compensation Philosophy and Overview

        Griffin'sGriffin’s compensation programs are designed to attract, motivate and retain the management talent that Griffin believes is necessary to achieve its financial and strategic goals. Griffin'sGriffin’s Compensation Committee strives to pay for performance by rewarding each of its Named Executive Officers for team results and their individual contributions to Griffin'sGriffin’s success. In this way, Griffin believes that the interests of its executives align with the interests of its stockholders.

Design and Implementation

With these objectives in mind, Griffin'sGriffin’s Compensation Committee has built an executive compensation program that consists of three principal elements:

1.

Base Salary

2.

Annual Incentive Compensation Programs

3.

Long-Term            Long‑Term Incentive Program

Griffin also contributes to a 401(k) savings plan and a non-qualifiednon‑qualified deferred compensation plan on behalf of its Named Executive Officers. These contributions, however, comprise a relatively minor portion of Griffin'sGriffin’s Named Executive Officers'Officers’ compensation packages. Griffin’s Compensation Committee reviews the Named Executive Officers’ compensation package each year and makes decisions on each component thereof in order to better align with its compensation philosophy.

Elements of Compensation

Base Salary

Griffin pays base salaries to its Named Executive Officers in order to provide a consistent, minimum level of pay that sustained individual performance warrants. Griffin also believes that a competitive annual base salary is important to attract and retain an appropriate caliber of talent for each position over time.

The annual base salaries of Griffin'sGriffin’s Named Executive Officers are determined by itsthe Executive Chairman and the CEO (except with regard to his salary)their salaries) and approved annually by the Compensation Committee. The annual base salarysalaries of Griffin'sthe Executive Chairman and the CEO isare determined by the Compensation Committee. All salary decisions are based on each Named Executive Officer'sOfficer’s level of responsibility, experience and recent and past performance, as determined by the Executive Chairman, andthe CEO and the Compensation Committee, as applicable. Griffin does not benchmark its base salaries in any way, nor does Griffin employ the services of a compensation consultant.

Annual Incentive Compensation Programs

        Griffin'sGriffin’s annual incentive programs are designed to recognize short-termshort‑term performance against established annual performance goals, as explained below. These performance goals and target amounts for fiscal 20152016 were developed by the Executive Chairman and CEO and the President and COOCEO and approved or modified, as necessary, by the Compensation Committee. Additionally, the Compensation Committee retains the discretion to adjust any awards made to Griffin'sGriffin’s executives, including making awards in the absence of the attainment of any of the performance goals under Griffin'sGriffin’s annual incentive compensation plans. Any such adjustment may only be to the benefit of the participants. The Compensation Committee did not makemade a discretionary increasesincrease in the aggregate amount of $35,000 to the incentive compensation pools ($25,000 and $10,000 to the Griffin Industrial, LLC and the Griffin Industrial Realty, Inc. incentive compensation pools, respectively) under the Griffin Industrial Realty, Inc. Incentive Compensation Plan ("(“Griffin Industrial Realty Incentive Plan"Plan”) for fiscal 2015.2016. The discretionary increase was made to the Property Sales component of the Griffin Industrial Realty Incentive Plan in recognition of a certain large property sale.  Griffin makes annual incentive payments, if any, in the year following the year in which they are earned.

Griffin Industrial Realty Incentive Plan

Under the Griffin Industrial Realty Incentive Plan, incentive compensation was awarded based on certain defined components as described below:

These objectives are designed to reward management for increasing theGriffin’s operating cash flow.flow and increase in value of Griffin’s real estate assets.

Over the past three years, achievement of the components of the Griffin Industrial Realty Incentive Plan has been as follows:

Amounts earned under each objective are accrued into the Griffin Industrial, LLC and the Griffin Industrial Realty, Inc. incentive compensation pools up to a maximum incentive compensation amount, which in fiscal 20152016 was $865,000$918,750 and $660,000,$577,500, respectively. The maximum compensation amounts and amounts accrued under each objective for fiscal 2015,2016, based on the level of achievement of each incentive plan component for Griffin Industrial, LLC and Griffin Industrial Realty, Inc., is shown in the following table:table.

Griffin Industrial Realty Incentive Compensation Plan

Griffin Industrial Realty Incentive Compensation—Griffin Industrial, LLC Payout

The Griffin Industrial, LLC portion of the Griffin Industrial Realty Incentive Plan for 20152016 consisted of an incentive compensation pool divided among executives and employees of Griffin Industrial, LLC. The amounts earned by Griffin Industrial, LLC employees under the incentive compensation pools of the Griffin Industrial Realty Incentive Plan may be increased at the discretion of the Compensation Committee. The Compensation Committee did not exercise its discretionmade a discretionary increase in the amount $25,000 to alter the amounts earned under each incentive planProperty Sales component based on the formulas set forth inof the Griffin Industrial, Realty Incentive Plan.LLC incentive compensation pool for fiscal 2016.

As a result of the achievement of the incentive plan components noted above, and in accordance with the Griffin Industrial Realty Incentive Plan, $394,776$443,918, which includes the Compensation Committee’s discretionary increase of $25,000, was accrued into the Griffin Industrial, LLC incentive compensation pool for fiscal 2015.2016. In accordance with the Griffin Industrial Realty Incentive Plan, Mr. Lescalleet, Griffin Industrial, LLC'sLLC’s Senior Vice President and itsMr. Bosco, Griffin Industrial, LLC’s Vice President of Construction were allocated $118,400$133,175 (30%) and $49,350$55,490 (12.5%) of the total accrued into Griffin Industrial, LLC'sLLC’s incentive compensation pool, respectively. In addition to the above, Griffin'sGriffin’s Executive Chairman, its President and CEO and the Compensation Committee also awarded an additional $10,000 to Griffin Industrial, LLC's Vice President of ConstructionMr. Bosco from the unallocated portion of the Griffin Industrial, LLC incentive compensation pool for his performance related to additional construction activities in both Connecticut and Pennsylvania in fiscal 2015.2016. No other Named Executive Officers received a discretionary allocation from the Compensation Committee.

Griffin Industrial Realty Incentive Compensation—Griffin Industrial Realty, Inc. Payout

The Griffin Industrial Realty, Inc. portion of the Griffin Industrial Realty Incentive Plan for 20152016 was designed to reward Griffin Industrial Realty, Inc. employees, including Mr. Danziger, Griffin'sGriffin’s Executive Chairman, Mr. Gamzon, Griffin’s President and CEO for fiscal 2015,and Mr. Gamzon, Griffin's President and COO for fiscal 2015 and theGalici, Griffin’s Vice President, Chief Financial Officer and Secretary, based on the results of Griffin's real estate business,Griffin’s operations, consistent with Griffin'sGriffin’s goal to award for performance through team results.

As a result of the achievement of the incentive plan components noted above, and in accordance with the Griffin Industrial Realty Incentive Plan, $309,136$388,044, which includes the Compensation Committee’s discretionary increase of $10,000 (40% of the Compensation Committee’s discretionary increase of $25,000 to the Griffin Industrial, LLC incentive compensation pool), was accrued into the Griffin Industrial Realty, Inc. incentive compensation pool for fiscal 2015. Mr.2016. Messrs. Danziger, wasGamzon and Galici were allocated $81,500$58,207 (15%), $116,413 (30% of the FFO) and property sales components that totaled $234,136 and 15% of the non-Connecticut buildings built on speculation component of $75,000)$58,207 (15%) of the Griffin Industrial Realty, Inc. incentive compensation pool. Mr. Gamzon was allocated $100,000 (30% of the FFO and property sales components that totaled $234,136 and 40% of the non-Connecticut buildings built on speculation component of $75,000) of the Griffin Industrial Realty, Inc. incentive compensation pool. The Vice President, Chief Financial Officer and Secretary was allocated $40,750 (15% of the FFO and property sales components that totaled $234,136 and 7.5% of the non-Connecticut buildings built on speculation component of $75,000) of the Griffin Industrial Realty, Inc. incentive compensation pool.pool, respectively. Messrs. Danziger, Gamzon and Galici did not receive a discretionary allocation from the Compensation Committee.

Long-TermLong‑Term Incentive Program—Equity Awards

Griffin believes that equity ownership in Griffin is important to provide its Named Executive Officers with long-termlong‑term incentives to build value for Griffin'sGriffin’s stockholders. In addition, the equity program is designed to attract and retain the executive management team. The Griffin equity program consists entirely of stock option awards. Stock options have value only if the stock price increases over time and, therefore, provide executives with an incentive to build Griffin'sGriffin’s value. This characteristic ensures that the Named Executive Officers may have a meaningful portion of their compensation tied to future stock price increases. If Griffin'sGriffin’s stock price increases, stock options have the potential to

provide high returns to its executives, thus helping Griffin to attract and retain management. However, the realizable value of the stock options can fall to zero if the stock price is lower than the exercise price established on the date of grant.

Stock option awards to Named Executive Officers are entirely discretionary. The Executive Chairman and the President and CEO recommendsrecommend whether and how many stock options should be awarded to the other Named Executive Officers or others, and the Compensation Committee approves or, if necessary, modifies histheir recommendations. The Compensation Committee solely determines whether and how many stock options should be awarded to the Executive Chairman and the President and CEO. In making stock option award determinations, the Executive Chairman and the President and CEO and the Compensation Committee consider the prior contribution of participants and their expected future contributions to the growth of Griffin. In fiscal 2015, no2016, 101,450 stock options were awarded to any employees, including the Named Executive Officers.Officers, to further support Griffin’s pay for performance objectives.

The Griffin Industrial Realty, Inc. 2009 Stock Option Plan (the "2009“2009 Stock Option Plan"Plan”) makes available options to purchase 386,926 shares of Griffin common stock, which includes options to purchase 161,926 shares that were available for issuance under Griffin's prior stock option plan.stock. The Compensation Committee of Griffin'sGriffin’s Board of Directors or, with respect to awards to non-employeenon‑employee directors, the Board of Directors administers the 2009 Stock Option Plan. Options granted under the 2009 Stock Option Plan may be either incentive stock options or non-qualifiednon‑qualified stock options issued at fair market value of a share of common stock on the date the award is approved by Griffin'sGriffin’s Compensation Committee. Vesting of all of Griffin'sGriffin’s previously issued stock options is solely based upon service requirements and does not contain market or performance conditions.

In accordance with the 2009 Stock Option Plan, stock options granted to non-employeenon‑employee directors upon their initial election to the board of directors are fully exercisable immediately upon the date of the option grant. Stock options granted to non-employeenon‑employee directors upon their reelectionre‑election to the board of directors vest on the second anniversary from the date of grant. Stock options granted to employees vest in equal installments on the third, fourth and fifth anniversaries from the date of grant. Stock options granted to employees and non-employeenon‑employee directors have a maximum term of ten years from the date of grant.

Of the 386,926 shares of common stock reserved for issuance under the 2009 Stock Option Plan, as of November 30, 2015, 119,5732016, 218,392 shares were subject to outstanding options granted under the 2009 Stock Option Plan. In addition, as of November 30, 2015, 267,353and 168,534 shares were available for future awards under the 2009 Stock Option Plan (which includes certain shares that again became available following the forfeiture of outstanding options). In addition to options outstanding under the 2009 Stock Option Plan, as of November 30, 2016, 107,573 shares were subject to outstanding options granted under Griffin’s prior stock option plan. For more information on stock options, see the Summary Compensation Table, Grants of Plan-BasedPlan‑Based Awards Table, Outstanding Equity Awards Table, Equity Compensation Plan Information Table and their footnotes.

Perquisites and Other Benefits

        Griffin'sGriffin’s Named Executive Officers are eligible for the same health and welfare programs and benefits as the rest of its employees. In addition, Griffin'sGriffin’s Vice President, Chief Financial Officer and Secretary receives an automobile allowance of $8,000 per year and Griffin Industrial, LLC'sLLC’s Senior Vice President receives a medical insurance allowance of $3,300 per year.

        Griffin'sGriffin’s Named Executive Officers are entitled to participate in and receive employer contributions to Griffin'sthe Griffin 401(k) Savings Plan. In addition, Griffin has established a non-qualifiedthe Deferred Compensation Plan (the "Deferred Compensation Plan") that allows eligible participants, including the Named Executive Officers, to defer portions of their annual base salary, as well as receive employer matching contributions with respect to deferrals that would exceed IRS limits under the Griffin 401(k) Savings Plan. For more information on employer contributions to the Griffin 401(k)

Savings Plan and the Deferred Compensation Plan, see the Summary Compensation Table and its footnotes.

Analysis

Base Salary

The following table presents the base salaries for Griffin'sGriffin’s Named Executive Officers in 20152016 and the percentage increaseincrease/(decrease) over their 20142015 base salaries.