UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Rule 14a-101

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a‑12

 

 

 

 

 

GRIFFIN INDUSTRIAL REALTY, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 

 

 

 

GRIFFIN INDUSTRIAL REALTY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 9, 201714, 2019

PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin Industrial Realty, Inc. (“Griffin”) will be held in the New YorkDoubleTree by Hilton Hotel, 1335569 Lexington Avenue, of the Americas, New York, NY 10019,10022, on the 914th day of May 2017,2019, 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,  Amy Rose Silverman and Albert H. Small, Jr., as directors of Griffin;

2.           The ratification of the selection of RSM US LLP as Griffin’s independent registered public accountants for fiscal 2017;2019;

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

4.           The approval on an advisory (non-binding) basis, of the frequencyFirst Amendment to the Griffin Industrial Realty, Inc. 2009 Stock Option Plan (“Griffin 2009 Stock Option Plan”) to extend the term of future advisory votes on the compensation of Griffin’s named executive officers;such plan; and

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 23, 201722, 2019 are entitled to notice of, and to vote at, the Annual Meeting.

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ANTHONY J. GALICI

 

Secretary

 

 

Dated:  April 5, 20178, 2019

 

 

 

 

 

 

GRIFFIN INDUSTRIAL REALTY, INC.

641 LEXINGTON AVENUE

26TH FLOOR

NEW YORK, NEW YORK 10022

PROXY STATEMENT

This Proxy Statement is furnished to the stockholders of Griffin Industrial Realty, Inc. (“Griffin”) in connection with the solicitation by its Board of Directors  (the “Board”) of proxies for the Annual Meeting of Stockholders to be held at 2:00 p.m. on May 9, 201714, 2019 in the New YorkDoubleTree by Hilton Hotel, at 1335569 Lexington Avenue, of the Americas, New York, NY 10019,10022, for the purposes set forth in the accompanying notice of meeting.meeting (the “Annual Meeting”).  Griffin anticipates that the Proxy Statement and proxy card will be distributed to stockholders on or about April 5, 2017.8, 2019.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 201714, 2019

The Company’sGriffin’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 20172019 Proxy Statement;

     Griffin’s Annual Report for the fiscal year ended November 30, 2016;2018; 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,  Amy Rose Silverman and Albert H. Small, Jr., as directors;

2.           The ratification of the selection of RSM US LLP (“RSM US”) as Griffin’s independent registered public accountants for fiscal 2017;2019;

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

4.           The approval on an advisory (non-binding) basis, of the frequencyFirst Amendment to the Griffin 2009 Stock Option Plan to extend the term of future advisory votes on the compensation of Griffin’s named executive officers;such plan; and

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

1

 

The Board recommends a vote “FOR” David R. Bechtel, Edgar M. Cullman, Jr., Frederick M. Danziger, Michael S. Gamzon, Thomas C. Israel, Jonathan P. May,  Amy Rose Silverman and Albert H. Small, Jr. as directors, “FOR” the ratification of the selection of RSM US as Griffin’s independent registered public accountants for fiscal 2017,2019, “FOR” the approval, on an advisory (non‑binding) basis, of the compensation of Griffin’s named executive officers and “ONE YEAR” on“FOR” the frequencyapproval of future advisory votes on the compensation of Griffin’s named executive officers.First Amendment to the Griffin 2009 Stock Option Plan.

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:

·

by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card;

·

by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; or

·

by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail.

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,Time,  on May 8, 2017.13, 2019.

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.

2

 

GENERAL

This solicitation is being made on behalf of the Board of Directors of Griffin.Board. 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, by giving written notice of revocation to Griffin’s Secretary prior to or at the meeting, by filing an instrument in writing revokinggranting a subsequent proxy through the proxyInternet or telephone, or by delivering a duly executed proxy bearing a later date to Griffin’s Secretary. Proxies received by the Board of DirectorsGriffin in such form will be voted at the meeting or any postponement, continuation or 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.Fori.            For the election of David R. Bechtel, Edgar M. Cullman, Jr., Frederick M. Danziger, Michael S. Gamzon, Thomas C. Israel, Jonathan P. May,  Amy Rose Silverman and Albert H. Small, Jr., as directors as described in this Proxy Statement;

ii.Forii.           For ratification of the selection of RSM US as Griffin’s independent registered public accountants for fiscal 2017;2019;

iii.Foriii.          For the approval, on an advisory (non‑binding) basis, of the compensation of Griffin’s named executive officers as presented in this Proxy Statement forStatement; and

iv.          For the Annual Meetingapproval of Stockholdersthe First Amendment to be held May 9, 2017; and

iv.For “ONE YEAR” on the frequencyGriffin 2009 Stock Option Plan to extend the term of future advisory votes on the compensation of Griffin’s named executive officers.such plan.

Directors will be elected by a pluralitymajority of the votes cast.cast by stockholders entitled to vote on the election. This means that the seven directors receiving the highest number of “FOR” votesa nominee for director will be elected as directors. Votes withheldif the votes cast “FOR” the nominee’s election exceed the votes cast “AGAINST” the nominee’s election. Abstentions and broker “non‑votes”“non-votes” will not be counted as a vote cast either “FOR” or “AGAINST” that nominee’s election, and therefore will have no effect on the election of directors. The ratification of the selection of RSM US as Griffin’s independent registered public accountants requires the affirmative vote of a majority in voting power 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 cast against the proposal. Because brokers have discretionary authority to vote on the ratification of the selection of RSM US, Griffin does not expect any broker non‑votes in connection with the ratification. TheEach of the advisory (non‑binding) vote for the approval of the compensation of Griffin’s named executive officers and the vote to approve the First Amendment to the Griffin 2009 Stock Option Plan requires the affirmative vote of a majority in voting power 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 cast against the approval, on an advisory (non-binding) basis of the compensation of Griffin’s named executive officers.officers and the First Amendment to the Griffin 2009 Stock Option Plan. 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. 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.these proposals. 

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.

3

Each holder of a share of Common Stockcommon stock of Griffin, par value $0.01 per share (the “Common Stock”), will be entitled to one vote for each share held of record by such person at the close of business on March 23, 201722, 2019 (the “Record Date”), which is the Record Date fixed by the Board of Directors for the determination of stockholders entitled to notice

3

of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. As of such date, Griffin had outstanding 5,000,5355,065,173 shares of Common Stock.Stock outstanding. A majority of these sharesin voting power present in person or represented by proxy of these outstanding shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. A total of 2,333,1402,275,944 shares of Common Stock, representing approximately 46.7%44.9% of the outstanding shares of Common Stock, are held by members of the Cullman and Ernst Group (as defined herein)(see “Security Ownership of Certain Beneficial Owners and Management and Principal Holders” for more information).

STOCKHOLDER PROPOSALS FOR THE 20182020 ANNUAL MEETING

Proposals by stockholders for Griffin’s 20182020 Annual Meeting of Stockholders pursuant to Rule 14a‑8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by Griffin no later than December 5, 201710, 2019 if such proposal is to be considered for inclusion in the 20182020 proxy materials of Griffin.

Stockholders intending to present a proposal at the 20182020 Annual Meeting of Stockholders, but not to include the proposal in ourGriffin’s proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in ourGriffin’s Amended and Restated By‑laws. Griffin’s Amended and Restated By‑laws require, among other things, that Griffin’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’s annual meeting. Therefore, Griffin must receive notice of such a proposal or nomination for the 20182020 Annual Meeting of Stockholders no earlier than January 9, 201815, 2020 and no later than February 8, 2018.14, 2020. The notice must contain the information required by theGriffin’s Amended and Restated By‑laws, a copy of which is available upon request to Griffin’s Secretary. In the event that the date of the 20182020 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 9, 2018,14, 2020, then Griffin’s Secretary must receive such written notice not earlier than the 120th day prior to the 20182020 Annual Meeting of Stockholders and not later than the 90th day prior to the 20182020 Annual Meeting of Stockholders 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 2017 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 20182020 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The directors mustEach director nominee will be elected byif a pluralitymajority of the votes cast in personfor such nominee’s election exceed the votes cast against such nominee’s election (with abstentions not counted as a vote cast either or by proxy by stockholders entitled to vote at the meeting.against that nominee’s election). If any nominee named below becomes unable to serve or for good cause will not serve, the proxy holders listed on Griffin’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. Amy Rose Silverman, a nominee for election as a director at the Annual Meeting was approved by the Board for inclusion on the proxy card to stand for election by the stockholders. The remaining six nominees who were approved by the Board for inclusion on the proxy card are current directors of Griffin. Director Thomas C. Israel is not standing for reelection at the Annual Meeting.

Under the Board’s Director Resignation Policy (the “Resignation Policy”), a director nominee who does not receive the required majority vote for election or re-election (a “Subject Director”) must promptly tender his or her resignation to the Board that will become effective upon acceptance of such resignation by the Board. The Nominating Committee or, if one or more of the members of the Nominating Committee is a Subject Director or if the Board determines that a committee other than the Nominating Committee should recommend whether to accept the Subject Director’s resignation, a committee consisting solely of independent directors who are not Subject Directors, will then make a recommendation to the Board as to whether the Board should accept or reject the Subject Director's resignation.  In accordance with the terms of the Resignation Policy, the Board will decide whether to accept or reject the tendered resignation or take other action regarding such resignation within 90 days from the date of the certification of the election results. The Company will promptly disclose the Board’s decision in a Form 8-K.

4

Griffin’s Director Nominees

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

 

 

 

 

 

 

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

 

Which Has

 

 

 

Also Has Served as a

 

Name (letters refer to

 

Continuously

 

Principal Occupation

 

Director of the

 

Committee memberships,

 

Served as a

 

and Business Experience

 

Following Corporations During

 

Identified below)

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

David R. Bechtel (a) (c)

 

 

    

(49)

    

2016 

    

Principal of Barrow Street Holdings LLC since September 2012; founder and managing member of Outpost Capital Management LLC since 2001; and founder and manager of GP Management LLC since January 2011.

    

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

Which Has

 

 

 

Also Has Served as a

 

 

Which Has

 

 

 

Also Has Served as a

 

Name (letters refer to

 

Continuously

 

Principal Occupation

 

Director of the

 

 

Continuously

 

Principal Occupation

 

Director of the

 

Committee memberships,

 

Served as a

 

and Business Experience

 

Following Corporations During

 

 

Served as a

 

and Business Experience

 

Following Corporations During

 

Identified below)

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

David R. Bechtel (a) (c)

    

(51)

    

2016 

    

Principal of Barrow Street Holdings LLC since September 2012; founder and managing member of Outpost Capital Management LLC since 2001; and founder and manager of GP Management LLC since January 2011.

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Bechtel has many years of general business experience and expertise as a managing member, principal, and CFO of financial service and natural resource companies.

 

 

 

 

 

 

 

 

Mr. Bechtel has many years of general business experience and expertise as a managing member, principal, and head of finance of financial services and natural resource companies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Edgar M. Cullman, Jr. (3)

 

(71)

 

2015 

 

Managing member of Culbro LLC since 2005; President and CEO of General Cigar Holdings from 1996 through April 2005.

 

 

 

 

(73)

 

2015 

 

Managing member of Culbro LLC, a private equity investment firm, since 2005; President and Chief Executive Officer of General Cigar Holdings from 1996 through April 2005.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Cullman has many years of general business experience and expertise as an executive of a public company. Mr. Cullman is familiar with Griffin’s real estate business from his experience as President and Chief Executive Officer of Culbro Corporation when Griffin’s real estate operations were part of Culbro Corporation prior to the spin off of Griffin from Culbro Corporation in 1997.

 

 

 

 

 

 

 

 

Mr. Cullman, Jr. has many years of general business experience and expertise as an executive of a public company. Mr. Cullman, Jr. is familiar with Griffin’s real estate business from his experience as President and Chief Executive Officer of Culbro Corporation (“Culbro”) when Griffin’s real estate operations were part of Culbro prior to the spin-off of Griffin from Culbro in 1997.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frederick M. Danziger (2) (3)

 

(77)

 

1997 

 

Executive Chairman of the Board of Directors; Chief Executive Officer of Griffin from May 2012 through December 2015; President and Chief Executive Officer of Griffin from April 1997 through May 2012.

 

Monro Muffler Brake, Inc.; Bloomingdale Properties, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Danziger’s background as a lawyer and his extensive experience and knowledge with respect to real estate and real estate financing provides a unique perspective to the Board.

 

 

 

 

 

 

 

 

 

 

 

 

Michael S. Gamzon (2)

 

(47)

 

2016 

 

Director, President and Chief Executive Officer of Griffin since January 2016; President and Chief Operating Officer of Griffin from May 2012 through December 2015; Chief Operating Officer of Griffin from September 2010 to January 2016; Executive Vice President of Griffin from September 2010 to May 2012; Vice President of Griffin from January 2008 through August 2010.

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

Which Has

 

 

 

Also Has Served as a

 

 

Which Has

 

 

 

Also Has Served as a

 

Name (letters refer to

 

Continuously

 

Principal Occupation

 

Director of the

 

 

Continuously

 

Principal Occupation

 

Director of the

 

Committee memberships,

 

Served as a

 

and Business Experience

 

Following Corporations During

 

 

Served as a

 

and Business Experience

 

Following Corporations During

 

Identified below)

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

Frederick M. Danziger (2) (3)

 

(79)

 

1997 

 

Executive Chairman of the Board of Directors of Griffin since 2016; Chairman of the Board of Directors and Chief Executive Officer of Griffin from May 2012 through December 2015; President and Chief Executive Officer of Griffin from April 1997 through May 2012.

 

Monro, Inc.; Bloomingdale Properties, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Gamzon’s experience and knowledge, with respect to real estate activities in his capacity as an executive of Griffin, including leading Griffin’s efforts in expanding in the Lehigh Valley of Pennsylvania, provides a unique perspective to the Board.

 

 

 

 

 

 

 

 

Mr. Danziger’s background as a lawyer and his extensive experience and knowledge with respect to real estate and real estate financing provides a unique perspective to the Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas C. Israel (a) (b) (c)

 

(73)

 

2000 

 

Chairman of A.C. Israel Enterprises, Inc. since 1966.

 

 

 

Michael S. Gamzon (2)

 

(49)

 

2016 

 

Director, President and Chief Executive Officer of Griffin since January 2016; President and Chief Operating Officer of Griffin from May 2012 through December 2015; Chief Operating Officer of Griffin from September 2010 to January 2016; Executive Vice President of Griffin from September 2010 to May 2012; Vice President of Griffin from January 2008 through August 2010.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Israel has significant experience as a member of Griffin’s Board of Directors, many years of general business experience, finance experience, and expertise as an executive and board member of publicly held companies.

 

 

 

 

 

 

 

 

Mr. Gamzon’s experience and knowledge, with respect to real estate activities in his capacity as an executive of Griffin, including leading Griffin’s efforts in expanding its real estate business into markets outside of Connecticut, provides a unique perspective to the Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jonathan P. May (a) (b) (c)

 

(50)

 

2012 

 

Founder and co-managing partner of Floresta Ventures, LLC since March 2016; Executive Director of Natural Capital Partners (formerly known as The CarbonNeutral Company) since September 2015; Chief Operating Officer and Chief Financial Officer and a Director of The CarbonNeutral Company from 2008 through September 2015; Founder and Managing Director of Catalytic Capital, LLC from 2004‑2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. May has significant general business experience, finance experience, and expertise as an executive.

 

 

 

 

 

 

 

 

 

 

 

 

Albert H. Small, Jr. (b) (c)

 

(60)

 

2009 

 

Presently active in the development and management of several commercial and office developments in Washington D.C.; President of WCI Communities Mid‑Atlantic Division from March 2005 through March 2008; President of Renaissance Housing Corporation from 1984 through March 2005.

 

 

 

 

 

 

 

 

 

 

 

 

6

 

(Age) and Date Since

Which Has

Also Has Served as a

Name (letters refer to

Continuously

Principal Occupation

Director of the

Committee memberships,

Served as a

and Business Experience

Following Corporations During

Identified below)

Director of Griffin

During the Past Five Years (1)

The Past Five Years

Mr. Small, Jr. has significant experience in real estate development and management which gives him unique insights into Griffin’s challenges, opportunities and operations.

 

 

 

 

 

 

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

 

Which Has

 

 

 

Also Has Served as a

 

Name (letters refer to

 

Continuously

 

Principal Occupation

 

Director of the

 

Committee memberships,

 

Served as a

 

and Business Experience

 

Following Corporations During

 

Identified below)

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

Jonathan P. May (a) (b) (c)

 

(52)

 

2012 

 

Founder and co-managing partner of Floresta Ventures, LLC since March 2016; Executive Director of Natural Capital Partners (formerly known as The CarbonNeutral Company), a private company that is a leading provider of carbon reduction programs for corporations, since September 2015; Chief Operating Officer and Chief Financial Officer and a Director of The CarbonNeutral Company from 2008 through September 2015; Founder and Managing Director of Catalytic Capital, LLC from 2004 to 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. May has significant general business experience, finance experience, and expertise as an executive.

 

 

 

 

 

 

 

 

 

 

 

 

 

Amy Rose Silverman

 

(52)

 

—

 

President and Chief Executive Officer of Rose Associates, a real estate and property management firm, since December 2017; Co-President of Rose Associates since 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ms. Rose is a recognized expert on residential real estate in New York City, is a frequent speaker in premier professional conferences and participates as a guest lecturer at The NYU Schack Institute of Real Estate and Columbia Business School.   Ms. Rose’s significant experience in design, construction, leasing and management of premier high-rise and mixed-use residential buildings provides a unique perspective to the Board.

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

(Age) and Date Since

 

 

 

 

 

 

 

Which Has

 

 

 

Also Has Served as a

 

Name (letters refer to

 

Continuously

 

Principal Occupation

 

Director of the

 

Committee memberships,

 

Served as a

 

and Business Experience

 

Following Corporations During

 

Identified below)

 

Director of Griffin

 

During the Past Five Years (1)

 

The Past Five Years

 

Albert H. Small, Jr. (b) (c)

 

(62)

 

2009 

 

Presently active in the development and management of several commercial and office developments in Washington D.C.; President of WCI Communities Mid‑Atlantic Division from March 2005 through March 2008; President of Renaissance Housing Corporation from 1984 through March 2005.

 

United Bankshares, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Small, Jr. has significant experience in real estate development and management which gives him unique insights into Griffin’s challenges, opportunities and operations.

 

 

 

Member of the (a) Audit Committee; (b) Compensation Committee; and (c) Nominating Committee.

1.           Except as otherwise indicated, each director has had the same principal occupation during the past five years.

2.           Michael S. Gamzon is the son‑in‑law of Frederick M. Danziger.

3.           Edgar M. Cullman, Jr. and Frederick M. Danziger are brothers‑in‑law.

The Board of Directors held sevensix meetings during fiscal 2016.2018. 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.table and under “Audit Committee,” “Nominating Committee” and “Compensation Committee” below. All directors attended at least 94% of all Boardboard and Committeecommittee meetings during fiscal 2016 (of Committeescommittees of which they were members). during fiscal 2018.

Griffin encourages, but does not require, Board members to attend the Annual Meeting of Stockholders.Meeting. In 2016, five2018,  all of the Board members then serving attended the 2018 Annual Meeting of Stockholders. The independent members of Griffin’s Board meet in executive session after all regular Board meetings.

Board Independence

Under NASDAQNasdaq rules, an “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’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.its directors David R. Bechtel, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr., and director nominee Amy Rose Silverman, qualify as independent directors under NASDAQNasdaq rules. All of the members of the Audit, Compensation and Nominating Committees are independent directors under the applicable NASDAQNasdaq and SECU.S. Securities and Exchange Commission (“SEC”) rules.

8

Executive Officers who are not Directors

 

 

 

 

 

 

Name

    

Age

    

Principal Occupation During the Past Five Years

 

Scott Bosco

51 

Vice President of Construction of Griffin Industrial, LLC, a subsidiary of Griffin, since July 2005.

Anthony J. Galici

 

5961 

 

Vice President, Chief Financial Officer and Secretary of Griffin since 1997.

 

Thomas M. Lescalleet

 

5456 

 

Senior Vice President of Griffin Industrial, LLC, a subsidiary of Griffin, since March 2002.

 

 

Audit Committee

Griffin’s Audit Committee consists of David R. Bechtel, Thomas C. Israel and Jonathan P. May 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 NASDAQNasdaq 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 NASDAQNasdaq and the rules of the Securities and Exchange Commission (the “SEC” or “Commission”)SEC regarding audit committee membership. In addition, Mr. Israel qualifies as a financially sophisticated Audit Committee member under the NASDAQNasdaq rules based on his employment experience in finance. None of the members of the Audit Committee are

7

considered a financial expert as defined by Item 407(d)(5) of Regulation S‑K of the Exchange Act (an “audit committee financial 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’s accounting and financial reporting processes and the audits of Griffin’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. The Audit Committee had previously engaged 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‑auditing services, reviews audit reports and the scope of audit by Griffin’s independent registered public accountants and related matters pertaining to the preparation and examination of Griffin’s financial statements. TheFrom time to time, the Audit Committee operates under a written charter adopted bymakes recommendations to the Board of Directors on March 28, 2003 and last amended on September 30, 2016, which is publicly available inwith respect to the “Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com.foregoing matters. The Audit Committee held fourfive meetings in fiscal 2016.2018.

Board of Directors’ Role in Oversight of Risk

Management is responsible for Griffin’s day‑to‑day risk management activities, and the Board’s role is to engage in informed risk oversight. In fulfilling this oversight role, Griffin’s Board of Directors focuses on understanding the nature of Griffin’s enterprise risks, including operations, and strategic direction and cybersecurity, as well as the adequacy of Griffin’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;business including cybersecurity threats and how those threats are managed;

·

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’s risk affects the Board’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’s compensation policies and practices for its employees would have a material adverse effect on Griffin.

Nominating Committee

Griffin’s Nominating Committee consists of David R. Bechtel, Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr. with Mr. Bechtel was appointed to the Nominating Committee on May 10, 2016. Prior to July 12, 2016, Mr. Israel servedserving 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.directors under the applicable Nasdaq rules. The Nominating Committee reviews candidates for

9

appointment to the Griffin Board of Directors.Board. 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

8

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 Griffin in accordance with the same procedures in Griffin’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 the “Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com. The Nominating Committee held one meeting in fiscal 2016.2018.

In March 2019, the Nominating Committee reviewed and recommended Amy Rose Silverman to the Board as a nominee for election as a director at the Annual Meeting. Ms. Rose was recommended to the Nominating Committee by a non-employee director. The Nominating Committee engaged a search firm to assist in identifying potentially qualified candidates, however, Ms. Rose was not identified by the search firm. In accordance with the Board’s informal policy for the retirement of nonemployee directors at age 75 or older, Thomas C. Israel, a Board member since 2000, is not standing for reelection at the Annual Meeting. The Board thanks Mr. Israel for his service and will miss his perceptive analysis of Griffin’s plans and operations.

Board Diversity; Selection and Evaluation of Director Candidates

The Board does notseeks to ensure that a majority of its members are independent within the Nasdaq listing standards. In evaluating the desired skills and characteristics of prospective Board members, the Nominating Committee values diversity, including profession, geography, gender, ethnicity, skills and experience. When the Nominating Committee evaluates the desired skills and characteristics of prospective Board members, it will include diversity, in its broadest sense, within the context of the composition of the Board as a whole, and it will assess the effectiveness of this policy as part of its annual self-evaluation. The Nominating Committee shall select prospective Board members with personal and professional integrity, who have a formal policy with respect to Board nominee diversity. There are no specific minimum qualifications thatdemonstrated appropriate ability and judgment and who the Nominating Committee believes will be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of Griffin and its stockholders. In addition, directors must be met for a personcommitted to serve ondevoting the Board. When identifying nominees for director, the Nominating Committee focuses on relevant subject matter expertise, depth of knowledge in key areas that are importanttime and effort necessary to Griffin,be responsible and the background, perspective and experienceproductive members of the nominee. The Nominating Committee is charged with building and maintaining a board that has a mix of talent and experience to achieve Griffin’s business objectives in the current environment.Board.

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’s Board was led by a Non‑Non 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’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’s strategy and business plans. EffectiveSince 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 shouldintends to retire as an employee of Griffin as of May 31, 2019 but will 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 Jonathan P. May, Chairman of the Nominating Committee, via first class mail, at Griffin Industrial Realty, Inc., 641 Lexington Avenue, 26th26th Floor, New York, New York, 10022. Such communication will

10

be distributed to the specific director(s) requested by the stockholders, or if generally to the Board, of Directors or to suchother members of the Board of Directors as may be appropriate depending on the material outlined in the stockholder communication.

Compensation Committee

Griffin’s Compensation Committee consists of Thomas C. Israel, Jonathan P. May and Albert H. Small, Jr., with Mr. 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 NASDAQNasdaq rules. The Compensation Committee oversees Griffin’s executive compensation programs, Griffin’s 2009 Stock Option Plan, Griffin’s 401(k) Savings Plan (the “Griffin 401(k) Savings Plan”) and Griffin’s non‑qualified deferred compensation plan (the “Deferred Compensation Plan”).

The Compensation Committee operates under a written charter, adopted by the Board of Directors as of November 15, 2016, which is publicly available in the “Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com .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 it deems appropriate, including the authority to request any officer, employee or adviser of Griffin to meet with the Compensation Committee or any advisers engaged by the Compensation

9

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.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 two meetings in fiscal 2016.2018.

Insider Trading Policy

Griffin’s Insider Trading Policy covers all directors, officers, employees and consultants of Griffin (including members of their households) and any entities controlled by individuals subject to the Insider Trading Policy (such entities together with all directors, officers, employees, consultants and all persons living in their households are referred to as “Covered Persons”). Griffin’s Insider Trading Policy prohibits Covered Persons from: (a) purchasing Griffin stock on margin or pledging Griffin  securities to secure loans; (b) selling short Griffin stock; (c) buying or selling put or call options on Griffin stock or entering into other derivative transactions; and (d) entering into other hedging transactions involving Griffin Stock.

1011

 

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 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; (ii) each director; (iii) eachthe Named Executive OfficerOfficers (as defined in “Compensation Discussion and Analysis”“Executive Compensation”); and (iv) all directors and executive officers of Griffin, collectively. Unless otherwise indicated, information is provided as of March 23, 2017.22, 2019.

 

 

 

 

 

 

 

 

 

 

    

Shares

    

 

  

    

Shares

    

 

  

 

Beneficially

 

Percent

 

Beneficially

 

Percent

 

Name and Address (1)

    

Owned (2)

    

of Total

    

Owned (2)

    

of Total

 

Cullman and Ernst Group (3)

 

2,443,559

 

47.

8

 

2,356,309

 

45.8

 

Edgar M. Cullman, Jr. (3)

 

925,066

 

18.

5

 

879,562

 

17.3

 

Frederick M. Danziger (3)

 

308,289

 

6.

1

 

294,884

 

5.8

  

Michael S. Gamzon (3)

 

143,656

 

2.

8

 

131,989

 

2.6

 

David R. Bechtel

 

3,387

 

*

 

 

4,701

 

             *

 

4 Brookside Park

 

 

 

 

 

 

 

 

 

 

Greenwich, CT 06831

 

 

 

 

 

 

 

 

 

 

Thomas C. Israel

 

41,421

 

*

 

 

38,212

 

             *

 

Ingleside Investors

 

 

 

 

 

 

 

 

 

 

12 East 49th Street

 

 

 

 

 

 

 

 

 

 

New York, NY 10017

 

 

 

 

 

 

 

 

 

 

Jonathan P. May

 

5,918

 

*

 

 

8,761

 

             *

 

116 East 95th Street

 

 

 

 

 

 

 

 

 

 

New York, NY 10128

 

 

 

 

 

 

 

 

 

 

Amy Rose Silverman

 

 —

 

 —

 

777 Third Avenue, 6th Floor

 

 

 

 

 

New York, NY 10017

 

 

 

 

 

Albert H. Small, Jr.

 

11,722

 

*

 

 

12,816

 

             *

 

7311 Arrowood Road

 

 

 

 

 

 

 

 

 

 

Bethesda, MD 20817

 

 

 

 

 

 

 

 

 

 

Anthony J. Galici

 

41,023

 

*

 

 

39,026

 

             *

 

Griffin Industrial Realty, Inc.

 

 

 

 

 

 

 

 

 

 

204 West Newberry Road

 

 

 

 

 

 

 

 

 

 

Bloomfield, CT 06002

 

 

 

 

 

 

 

 

 

 

Thomas M. Lescalleet

 

22,500

 

*

 

 

4,166

 

             *

 

Griffin Industrial, LLC

 

 

 

 

 

 

 

 

 

 

204 West Newberry Road

 

 

 

 

 

 

 

 

 

 

Bloomfield, CT 06002

 

 

 

 

 

 

 

 

 

 

Scott Bosco

 

10,000

 

*

 

 

7,333

 

             *

 

Griffin Industrial, LLC

 

 

 

 

 

 

 

 

 

 

204 West Newberry Road

 

 

 

 

 

 

 

 

 

 

Bloomfield, CT 06002

 

 

 

 

 

 

 

 

 

 

Gabelli Funds, LLC et al (4)

 

1,732,251

 

34.

6

 

1,636,522

 

32.3

 

Gabelli Funds, LLC

 

 

 

 

 

 

 

 

 

 

One Corporate Center

 

 

 

 

 

 

 

 

 

 

Rye, NY 10580

 

 

 

 

 

 

 

 

 

 

All directors and executive officers collectively, consisting of 10 persons (5)

 

1,512,982

 

29.

2

 

1,421,450

 

27.3

 

*Less than 1%

1112

 

(1)

Unless otherwise indicated, the address of each person named in the table is 641 Lexington Avenue, New York, NY 10022.

(2)

This information reflects the definition of beneficial ownership adopted by the Commission.SEC. Beneficial ownership reflects sole investment and voting power, unless otherwise indicated in the footnotes to this table. Where more than one person shares investment and voting power in the same shares, such shares may be shown more than once. Such shares are reflected only once, however, in the total for all directors and executive officers. Includes stock options granted pursuant to the Griffin 2009 Stock Option Plan, as amended, that are exercisable within 60 days of March 23, 201722, 2019 as follows:

 

 

 

 

    

Options Exercisable

 

 

Within 60 Days of

Name

 

March 23, 201722, 2019

Edgar M. Cullman, Jr.

 

1,912

4,755

Frederick M. Danziger

 

40,000

25,000

Michael S. Gamzon

 

57,500

43,333

David R. Bechtel

 

2,293

3,607

Thomas C. Israel

 

12,201

12,816

Jonathan P. May

 

5,918

8,761

Amy Rose Silverman

 —

Albert H. Small, Jr.

 

11,722

6,891

Anthony J. Galici

 

20,000

16,666

Thomas M. Lescalleet

 

20,000

4,166

Scott Bosco

 

10,000

7,333

 

(3)

Based on Schedule 13D/A filed with the CommissionSEC on February 15, 2012April 27, 2017 on behalf of the Cullman and Ernst Group and Griffin’s records. Included in the shares held by the Cullman and Ernst Group are the following:following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Shares with

    

Shares with

 

    

 

    

Shares with

    

Shares with

 

 

Shares

 

Sole Voting and

 

Shared Voting

 

 

Shares

 

Sole Voting and

 

Shared Voting

 

 

Benefically

 

Dispositive

 

and Dispositive

 

 

Beneficially

 

Dispositive

 

and Dispositive

 

Name

    

Owned (c)

    

Power

    

Power

 

    

Owned

    

Power

    

Power

 

Cullman Jr., Edgar M.

 

925,066

 

74,867

 

850,199

 

 

879,562

 

54,363

 

825,199

 

Cullman, Susan R.

 

816,310

 

48,949

 

767,361

 

 

785,121

 

42,760

 

742,361

 

Danziger, Lucy C.

 

607,103

 

93,286

 

513,817

 

 

584,103

 

85,286

 

498,817

 

Danziger, David M.

 

507,659

 

59,402

 

448,257

 

 

468,372

 

59,402

 

408,970

 

Gamzon, Rebecca D.

 

426,283

 

10,550

 

415,733

 

 

386,996

 

10,550

 

376,446

 

Ernst, John L.

 

380,955

 

7,349

 

373,606

 

 

380,955

 

7,349

 

373,606

 

Sicher, Carolyn B.

 

354,029

 

21,422

 

332,607

 

 

344,029

 

21,422

 

322,607

 

Cullman, Georgina D.

 

340,149

 

9,550

 

330,599

 

 

340,149

 

9,550

 

330,599

 

Cullman, Elissa F.

 

325,449

 

14,850

 

310,599

 

 

325,449

 

14,850

 

310,599

 

Cullman, Samuel B.

 

324,193

 

13,594

 

310,599

 

 

324,193

 

13,594

 

310,599

 

Cullman III, Edgar M.

 

321,858

 

11,259

 

310,599

 

 

321,858

 

11,259

 

310,599

 

Danziger, Frederick M.

 

308,289

 

103,534

 

204,755

 

 

294,884

 

90,129

 

204,755

 

B Bros. Realty LLC (a)

 

233,792

 

233,792

 

 —

 

 

233,792

 

233,792

 

 —

 

Kirby, John J.

 

162,223

 

4,730

 

157,493

 

 

152,223

 

4,730

 

147,493

 

Gamzon, Michael S.

 

143,656

 

93,656

 

50,000

 

 

131,989

 

81,989

 

50,000

 

Fabrici, Carolyn S.

 

116,037

 

 —

 

116,037

 

 

116,037

 

 —

 

116,037

 

Ernst, Alexandra

 

94,428

 

1,748

 

92,680

 

 

94,428

 

1,748

 

92,680

 

Danziger, Sheena S.

 

50,000

 

 —

 

50,000

 

 

50,000

 

 —

 

50,000

 

Kerns, Jessica P.

 

45,134

 

1,250

 

43,884

 

 

45,134

 

1,250

 

43,884

 

Estate of Louise B.Cullman (b)

 

39,548

 

39,548

 

 —

 

Estate of Louise B. Cullman (b)

 

39,548

 

39,548

 

 —

 

Ernst, Margot P.

 

21,777

 

 —

 

21,777

 

 

21,777

 

 —

 

21,777

 

Ernst, Matthew L.

 

5,176

 

1,650

 

3,526

 

 

5,176

 

1,650

 

3,526

 

(a)

Susan R. Cullman and John L. Ernst are managing members.

(b)

(a)   Susan R. Cullman and John L. Ernst are managing members.

(b)   Edgar M. Cullman, Jr., Susan R. Cullman and Lucy C. Danziger are executors.

1213

 

(c)   Excluding shares held by certain charitable foundations, the officers and/or directors of which include certain officers and directors of Griffin.

The Schedule 13D/A states that there is no formal agreement governing the Cullman and Ernst Group’s holding and voting of shares held by members of the Cullman and Ernst Group but that there is an informal understanding that the persons and entities included in the group will hold and vote together with respect to shares owned by each of them in each case subject to any applicable fiduciary responsibilities. None of the shares held by members of the Cullman and Ernst Group are pledged.

(4)

Griffin has received a copy of Schedule 13D/A and Schedule 13G/A as filed with the Commission by Gabelli Funds, LLC et al, reporting ownership of these shares as of February 28, 2017.July 10, 2018 and December 31, 2018, respectively. As reported in said Schedule 13D/A and Schedule 13G/A, Gabelli Funds, LLC reports sole dispositive power with respect to 516,390571,201 shares, GAMCO Asset Management Inc. (“GAMCO”) reports sole voting power with respect to 934,601756,621 of these shares and sole dispositive power with respect to 995,601810,321 of these shares and Teton Advisors, Inc. (“Teton Advisors”) reports sole voting and dispositive power with respect to 220,260255,000 of these shares. The securities have been acquired by GGCP, Inc. (“GGCP”), and certain of its direct and indirect subsidiaries, including GAMCO Investors, Inc. (“GBL”), on behalf of their investment advisory clients. Mario Gabelli, as the controlling stockholder, Chief Executive Officer and a director of GGCP, Chairman and Chief Executive Officer of GBL, and the controlling shareholder of Teton Advisors, is deemed to have beneficial ownership of the shares owned beneficially by Gabelli Funds, LLC, GAMCO and Teton Advisors. GBL and GGCP are deemed to have beneficial ownership of the shares beneficially owned by each of the foregoing persons other than Mario Gabelli and the Gabelli Foundation, Inc. For the shares held by Gabelli Funds, LLC, with respect to the 45,00041,100 shares held by the Gabelli Capital Asset Fund, the 56,000 shares held by the Gabelli Equity Trust, the 104,000 shares held by the Gabelli Asset Fund, the 62,39062,000 shares held by the Gabelli Value 25 Fund, Inc., the 235,000272,600 shares held by the Gabelli Small Cap Growth Fund, the 10,0009,000 shares held by the Gabelli Equity Income Fund, the 15,500 shares held by the Gabelli Go Anywhere Fund, and the 4,00011,001 shares held by the Gabelli Global Small and Mid Cap Value Trust, the proxy voting committee of each such fund has taken and exercises in its sole discretion the entire voting power with respect to the shares held by such funds.

(5)

Excluding shares held by certain charitable foundations, the officers and/or directors of which include certain officers and directors of Griffin.

Equity Compensation Plan Information

 

 

 

 

 

 

 

 

 

 

    

Number of

    

 

 

    

Number of securities

 

 

 

securities to be

 

Weighted

 

remaining available for future

 

 

 

issued upon

 

average

 

issuance under the equity

 

 

 

exercise of

 

exercise price

 

compensation plan (excluding

 

 

 

outstanding

 

of outstanding

 

securities reflected in

 

 

 

options

 

options

 

column (a))

 

Plan Category

    

(a)

    

(b)

    

(c)

 

Equity compensation plan approved by security holders

 

329,546

 

$

29.25

 

163,534

 

Note: There are no equity compensation plans that were not approved by security holders.

1314

 

 

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’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 then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in the transaction. In accordance with its charter, the Audit Committee is 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 a related person are disclosed in Griffin’s Annual Report on Form 10‑K and proxy statement.

On November 24, 2015, the Audit Committee approved a proposed transaction whereby Griffin entered into a ten year sublease ofwhereby Griffin leased approximately 1,920 square feet of office space for its New York City corporate headquarters from Bloomingdale Properties, Inc. (“Bloomingdale Properties”), an entity controlled by certain members of the Cullman and Ernst Group (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 sublease with Bloomingdale Properties iswas at market rates for such space at the time the sublease was entered into and enables either Griffin or Bloomingdale Properties to terminate the sublease agreement upon a change in control (as defined)defined therein) of either Griffin or Bloomingdale Properties. The sublease of office space from Bloomingdale Properties reduced the occupancy costs for Griffin’s corporate headquarters.

The information given in this Proxy Statement with respect to the five‑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 ANALYSISEXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the material components of the executive compensation program for Griffin’s executive officers who are named in the “Summary Compensation Table” below.  As a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, Griffin is not required to include a Compensation Discussion and Analysis describesand has elected to comply with the material elements of compensation awardedscaled disclosure requirements applicable to earned by, or paid to each ofsmaller reporting companies. Griffin’s named executive officers (the “Named Executive Officers”) during the last completed fiscal year. The Named Executive Officers for the fiscal year ended November 30, 20162018 were as follows:

 

 

 

Frederick M. Danziger

    

Executive Chairman of the Board (“Executive Chairman”) of Griffin

Michael S. Gamzon

 

Director, President and Chief Executive Officer (“CEO”)  of Griffin

Anthony J. Galici

Vice President, Chief Financial Officer and Secretary of Griffin

Thomas M. Lescalleet

 

Senior Vice President, of Griffin Industrial, LLC

Scott Bosco

Vice President of Construction, Griffin Industrial, LLC

 

Compensation Philosophy and Overview

Griffin’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’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’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’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 Incentive Program

14

Griffin also contributes to a 401(k) savings plan and a non‑qualified deferred compensation plan on behalf of its Named Executive Officers. These contributions, however, comprise a relatively minor portion of Griffin’s Named Executive 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’s Named Executive Officers are determined by the Executive Chairman and the CEO (except with regard to their salaries) and approved annually by the Compensation Committee. The annual base salaries of the Executive Chairman and the CEO are determined by the Compensation Committee. All salary decisions are based on each Named Executive Officer’s level of responsibility, experience and recent and past performance, as determined by the Executive Chairman, the 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’s annual incentive programs are designed to recognize short‑term performance against established annual performance goals, as explained below. These performance goals and target amounts for fiscal 2016 were developed by the Executive Chairman and the CEO and approved or modified, as necessary, by the Compensation Committee. Additionally, the Compensation Committee retains the discretion to adjust any awards made to Griffin’s executives, including making awards in the absence of the attainment of any of the performance goals under Griffin’s annual incentive compensation plans. Any such adjustment may only be to the benefit of the participants. The Compensation Committee made a discretionary increase 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”) for fiscal 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:

Incentive Compensation

Griffin Industrial, LLC

Griffin Industrial Realty, Inc.

Component

Incentive Compensation Pool

Incentive Compensation Pool

(i)Achieving adjusted funds from operations (“FFO”) targets (as defined in the Griffin Industrial Realty Incentive Plan)

$37,500 to $168,750 of incentive compensation will be accrued under this component if FFO is between 90% and 105% of FFO target.

$75,000 to $337,500 of incentive compensation will be accrued under this component if FFO is between 90% and 105% of FFO target.

15

(ii)Property Sales (as defined in the Griffin Industrial Realty Incentive Plan)

10% of the pretax gain on property sales where improvements and/or development activities have taken place and 5% of pretax gain on property sales where no improvements or development activities have taken place. A maximum of $100,000 of incentive compensation may be accrued under this component. Incentive compensation on large property sales (as defined) would be at the discretion of management and the Compensation Committee and be in addition to any incentive compensation accrued under the formula this component. 

40% of the incentive compensation from property sales that is accrued into the Griffin Industrial, LLC incentive compensation pool will be accrued. Incentive compensation on large property sales (as defined) would be at the discretion of management and the Compensation Committee and be in addition to any incentive compensation accrued under the formula for this component.  

(iii)Build-to-suit project

a.for build-to-suit projects in Connecticut completed in fiscal 2016

10% of the incremental value created, as defined in the Griffin Industrial Realty Incentive Plan, with a maximum of $100,000 of incentive compensation that may be accrued under this component.

25% of the incentive compensation from build-to-suit projects in Connecticut completed in fiscal 2016 that is accrued into the Griffin Industrial, LLC incentive compensation pool will be accrued.

b.for build-to-suit projects outside Connecticut completed in fiscal 2016

10% of the incremental value created, as defined in the Griffin Industrial Realty Incentive Plan, with a maximum of $75,000 of incentive compensation that may be accrued under this component.

100% of the incentive compensation from build-to-suit projects outside Connecticut completed in fiscal 2016 that is accrued into the Griffin Industrial, LLC incentive compensation pool will be accrued.

(iv)Buildings built on speculation

a.for buildings built on speculation in Connecticut

10% of the incremental value created, as defined in the Griffin Industrial Realty Incentive Plan, with a maximum of $100,000 of incentive compensation that may accrued under this component.

25% of the incentive compensation from buildings built on speculation in Connecticut that is accrued into the Griffin Industrial, LLC incentive compensation pool will be accrued.

b.for buildings built on speculation outside Connecticut

10% of the incremental value created, as defined in the Griffin Industrial Realty Incentive Plan, with a maximum of $75,000 of incentive compensation that may be accrued under this component.

100% of the incentive compensation from buildings built on speculation outside Connecticut that is accrued into the Griffin Industrial, LLC incentive compensation pool will be accrued.

(v)Leasing of vacant space

a.leasing of vacant space in Connecticut

A maximum of $150,000 of incentive compensation may be accrued under this component

There will be no incentive compensation accrued for leasing of vacant space in Connecticut.

b.leasing of vacant space outside Connecticut

A maximum of $75,000 of incentive compensation may be accrued under this component.

There will be no incentive compensation accrued for leasing of vacant space outside Connecticut.

(vi)Renewal or extension of leases

a.renewal or extension of leases in Connecticut

A maximum of $50,000 of incentive compensation may be accrued under this component.

There will be no incentive compensation accrued for renewal or extension of leases in Connecticut.

b.extension of leases outside of Connecticut

A maximum of $25,000 of incentive compensation may be accrued under this component.

There will be no incentive compensation accrued for extension of leases outside of Connecticut.

16

These objectives are designed to reward management for increasing Griffin’s operating cash 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:

Incentive Plan Component

Fiscal 2016

Fiscal 2015

Fiscal 2014

Funds From Operations

Achieved

Achieved

Not Applicable

Profit from property sales

Achieved

Achieved

Achieved

Value generated from build-to-suit projects

Not Achieved

Not Achieved

Not Achieved

Value generated from buildings built on speculation

Achieved

Achieved

Not Achieved

Leasing of vacant space

Achieved

Achieved

Achieved

Renewal of expiring leases

Achieved

Achieved

Not Achieved

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 2016 was $918,750 and $577,500, respectively. The maximum compensation amounts and amounts accrued under each objective for fiscal 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.

Griffin Industrial Realty Incentive Compensation Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount Accrued into

 

 

 

 

Amount Accrued into

 

 

 

 

 

 

 

the Griffin Industrial,

 

Griffin Industrial

 

the Griffin Industrial

 

 

 

 

Griffin Industrial,

 

LLC Incentive

 

Realty, Inc.

 

Realty, Inc. Incentive

 

 

 

 

LLC Maximum

 

Compensation Pool

 

Maximum

 

Compensation Pool

 

 

 

 

Compensation

 

Based on Level of

 

Compensation

 

Based on Level of

 

Incentive Plan Component

 

Amount

 

Achievement

 

Amount

 

Achievement

 

(i)

Funds From Operations -FFO

 

$

168,750

 

$

162,575

 

$

337,500

 

$

325,149

 

(ii)

Property Sales

 

 

100,000

 

 

75,000

(1)

 

40,000

 

 

30,000

(1)

(iii)

Build‑To‑Suit Buildings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a. Connecticut Properties

 

 

100,000

 

 

—

 

 

25,000

 

 

—

 

 

b. Non‑CT Properties

 

 

75,000

 

 

—

 

 

75,000

 

 

—

 

(iv)

Buildings Built on Speculation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a. Connecticut Properties

 

 

100,000

 

 

—

 

 

25,000

 

 

—

 

 

b. Non‑CT Properties

 

 

75,000

 

 

32,895

 

 

75,000

 

 

32,895

 

(v)

Leasing of Vacant Space

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a. Connecticut Properties

 

 

150,000

 

 

92,798

 

 

—

 

 

—

 

 

b. Non‑CT Properties

 

 

75,000

 

 

30,650

 

 

 —

 

 

—

 

(vi)

Renewal or extension of leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a. Connecticut Properties

 

 

50,000

 

 

50,000

 

 

—

 

 

—

 

 

b. Non‑CT Properties

 

 

25,000

 

 

—

 

 

 —

 

 

—

 

 

 

 

$

918,750

 

$

443,918

 

$

577,500

 

$

388,044

 

(1)

Amount described herein includes the Compensation Committee’s discretionary increase of $25,000 and $10,000 to the Griffin Industrial, LLC and the Griffin Industrial Realty, Inc. incentive compensation pools, respectively.

17

Griffin Industrial Realty Incentive Compensation—Griffin Industrial, LLC Payout

The Griffin Industrial, LLC portion of the Griffin Industrial Realty Incentive Plan for 2016 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 made a discretionary increase in the amount $25,000 to the Property Sales component of the Griffin Industrial, 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, $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 2016. In accordance with the Griffin Industrial Realty Incentive Plan, Mr. Lescalleet, Griffin Industrial, LLC’s Senior Vice President and Mr. Bosco, Griffin Industrial, LLC’s Vice President of Construction were allocated $133,175 (30%) and $55,490 (12.5%) of the total accrued into Griffin Industrial, LLC’s incentive compensation pool, respectively. In addition to the above, Griffin’s Executive Chairman, its President and CEO and the Compensation Committee also awarded an additional $10,000 to Mr. Bosco from the unallocated portion of the Griffin Industrial, LLC incentive compensation pool for his performance related to construction activities in both Connecticut and Pennsylvania in fiscal 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 2016 was designed to reward Griffin Industrial Realty, Inc. employees, including Mr. Danziger, Griffin’s Executive Chairman, Mr. Gamzon, Griffin’s President and CEO and Mr. Galici, Griffin’s Vice President, Chief Financial Officer and Secretary, based on the results of Griffin’s operations, consistent with Griffin’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, $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 2016. Messrs. Danziger, Gamzon and Galici were allocated $58,207 (15%), $116,413 (30%) and $58,207 (15%) of the Griffin Industrial Realty, Inc. incentive compensation pool, respectively. Messrs. Danziger, Gamzon and Galici did not receive a discretionary allocation from the Compensation Committee.

Long‑Term Incentive Program—Equity Awards

Griffin believes that equity ownership in Griffin is important to provide its Named Executive Officers with long‑term incentives to build value for Griffin’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’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’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 recommend 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 their 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 2016, 101,450 stock options were awarded to employees, including the Named Executive Officers, to further support Griffin’s pay for performance objectives.

18

The Griffin Industrial Realty, Inc. 2009 Stock Option Plan (the “2009 Stock Option Plan”) makes available options to purchase 386,926 shares of Griffin common stock. The Compensation Committee of Griffin’s Board of Directors or, with respect to awards to non‑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‑qualified stock options issued at fair market value of a share of common stock on the date the award is approved by Griffin’s Compensation Committee. Vesting of all of Griffin’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‑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‑employee directors upon their re‑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‑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, 2016, 218,392 shares were subject to outstanding options and 168,534 shares were available for future awards (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‑Based Awards Table, Outstanding Equity Awards Table, Equity Compensation Plan Information Table and their footnotes.

Perquisites and Other Benefits

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

Griffin’s Named Executive Officers are entitled to participate in and receive employer contributions to the Griffin 401(k) Savings Plan. In addition, Griffin has established 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’s Named Executive Officers in 2016 and the percentage increase/(decrease) over their 2015 base salaries.

 

 

 

 

 

 

 

 

    

Annual Salary

    

% Increase

 

Mr. Danziger

 

$

350,000

(1)  

(36)

%

Mr. Gamzon

 

$

500,000

(2)  

42

%

Mr. Galici

 

$

296,000

 

2

%

Mr. Lescalleet

 

$

259,018

 

2

%

Mr. Bosco

 

$

168,300

 

2

% 

(1)

Effective January 1, 2016, Mr. Danziger’s annual salary is $350,000 in his position as Executive Chairman. Mr. Danziger’s annual salary was $550,800 in his position as Chairman and CEO through December 31, 2015.

(2)

Effective January 1, 2016, Mr. Gamzon’s annual salary is $500,000 in his position as President and CEO. Mr. Gamzon’s annual salary was $351,900 in his position as President and COO through December 31, 2015.

19

Annual Incentive Compensation Program

The following table presents the total annual incentive payments made to the Named Executive Officers for fiscal 2016, which consisted solely of amounts of annual incentive compensation awarded under Griffin’s annual incentive compensation plan (including allocations of any unallocated portions of applicable incentive compensation pools). No discretionary bonuses were awarded to the Named Executive Officers in fiscal 2016.

 

 

 

 

 

 

 

 

 

 

 

    

Incentive Plan

    

Discretionary

    

Total Annual Incentive

 

 

    

Payments

    

Bonus Payments

    

Payments

 

Mr. Danziger

 

$

58,207

 

—

 

$

58,207

 

Mr. Gamzon

 

$

116,413

 

—

 

$

116,413

 

Mr. Galici

 

$

58,207

 

—

 

$

58,207

 

Mr. Lescalleet

 

$

133,175

 

—

 

$

133,175

 

Mr. Bosco

 

$

65,490

 

—

 

$

65,490

 

Griffin Industrial, LLC

Mr. Lescalleet was awarded $133,175 (30% of the total Griffin Industrial, LLC incentive compensation pool of $443,918) in annual incentive compensation for fiscal 2016 based on the formula under the Griffin Industrial Realty Incentive Plan. Mr. Lescalleet received no discretionary allocation from the Compensation Committee. Mr. Bosco was awarded $65,490 in annual incentive compensation for fiscal 2016 which is comprised of: (a) 12.5% of the total Griffin Industrial, LLC incentive compensation pool of $443,918 based on the formula under the Griffin Industrial Realty Incentive Plan; and (b) $10,000 from the unallocated portion of the Griffin Industrial, LLC incentive compensation pool awarded by Griffin’s Executive Chairman, its President and CEO and the Compensation Committee.

Griffin Industrial Realty, Inc.

Mr. Danziger, Griffin’s Executive Chairman, was awarded $58,207 (15% of the total Griffin Industrial Realty, Inc. incentive compensation pool of $388,044) in annual incentive compensation for 2016 based on the formula under the Griffin Industrial Realty Incentive Plan for amounts accrued into the Griffin Industrial Realty, Inc. incentive compensation pool. Mr. Gamzon, Griffin’s President and CEO in fiscal 2016, was awarded $116,413 (30% of the total Griffin Industrial Realty, Inc. incentive compensation pool of $388,044) in annual incentive compensation for fiscal 2016 based on the formula under the Griffin Industrial Realty Incentive Plan for amounts accrued into the Griffin Industrial Realty, Inc. incentive compensation pool. Mr. Galici, Griffin’s Vice President, Chief Financial Officer and Secretary was awarded $58,207 (15% of the total Griffin Industrial Realty, Inc. incentive compensation pool of $388,044) in annual incentive compensation for fiscal 2016 based on the formula under the Griffin Industrial Realty Incentive Plan for amounts accrued into the Griffin Industrial Realty, Inc. incentive compensation pool. The Compensation Committee did not exercise its discretion to alter the amounts earned based on the formulas set forth in the Griffin Industrial Realty Incentive Plan. Messrs. Danziger, Gamzon and Galici received no discretionary allocation from the Compensation Committee.

Long-Term Incentive Program – Equity Awards Compensation Plan Information Table

The following table presents the number of shares subject to stock options granted to Griffin’s Named Executive Officers in 2016.

Number of

Stock Options

Mr. Danziger

 —

Mr. Gamzon

55,000

Mr. Galici

12,500

Mr. Lescalleet

12,500

Mr. Bosco

7,000

20

StockholderShareholder Say‑on‑Pay Votes

At Griffin’s 20162018 annual meeting of stockholders, Griffin’s stockholders were given the opportunity to cast an advisory vote on Griffin’s executive compensation. Approximately 99.7%99.5% of the votes cast on this “2016“2018 say‑on‑pay vote” were voted in favor of the proposal. Griffin has considered the 20162018 say‑on‑pay vote and believes that the support for the 20162018 say‑on‑pay vote proposal indicates that Griffin’s stockholders casting votes are supportive of the approach to executive compensation. Thus, Griffin did not make changes to its executive compensation arrangements in response to the 20162018 say‑on‑pay vote. In the future, Griffin will continue to consider the outcome of the say‑on‑pay votes when making compensation decisions regarding its Named Executive Officers.

Accounting and Tax Considerations

Griffin does not believe it need now adopt any policy with respect to the $1,000,000 deduction cap of Section 162(m) of the Internal Revenue Code. While the Compensation Committee will give due consideration to the deductibility of compensation payments on compensation arrangements with Griffin’s executive officers, the Compensation Committee will make its compensation decisions based on an overall determination of what it believes to be in the best interests of Griffin and its stockholders, and deductibility will be only one among a number of factors used by the Compensation Committee in making its compensation decisions.

Section 4999 and Section 280G of the Internal Revenue Code provide that certain executives could be subject to significant excise taxes if they receive payments or benefits that exceed certain limits in connection with a change in ownership or change in effective control of Griffin and that Griffin or its successors could lose an income tax deduction with respect to the payments subject to the excise tax. Griffin has not entered into any agreements with any executives that provide for a tax “gross up” or other reimbursement for taxes the executive might be required to pay pursuant to Section 4999 of the Internal Revenue Code.

Section 409A of the Internal Revenue Code imposes significant additional taxes and interest on underpayments of taxes in the event an employee or other service provider defers compensation under a plan or agreement that does not meet the requirements of Section 409A of the Internal Revenue Code. Griffin has generally structured its programs and individual arrangements in a manner intended to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code.

2115

 

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management Griffin’s Compensation Discussion and Analysis, and based upon this review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for Griffin’s 2017 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.

Albert H. Small, Jr. (Chairman)

Thomas C. Israel

Jonathan P. May

22

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information regarding compensation of each of Griffin’s Named Executive Officers for services rendered during fiscal years 2016, 20152018, 2017 and 2014.2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Non-Equity

    

 

 

    

    

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

Incentive Plan

 

All Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

Incentive Plan

 

All Other

 

 

 

 

 

 

 

 

Salary

 

Bonus

 

Awards (2)

 

Compensation (3)

 

Compensation

 

 

Total

 

 

 

 

Salary

 

Bonus

 

Awards (1)

 

Compensation

 

Compensation

 

 

Total

 

Name and Principal Position

   

Year

   

($)

   

($)

   

($)

   

($)

   

($)

 

 

($)

 

    

Year

    

($)

    

($)

    

($)

    

($)

    

($)

    

 

($)

 

Frederick M. Danziger

 

2016

 

$

369,308

 

$

—

 

$

—

 

$

58,207

 

$

2,893

(4) 

 

$

430,408

 

 

2018

 

$

350,000

 

$

—

 

$

—

 

$

54,227

 

$

151

(2)

 

$

404,378

 

Executive Chairman

 

2015

 

$

549,762

 

$

—

 

$

—

 

$

81,500

 

$

17,546

 

 

$

648,808

 

 

2017

 

$

350,000

 

$

—

 

$

—

 

$

77,600

 

$

137

 

 

$

427,737

 

of Griffin (1)

 

2014

 

$

539,269

 

$

—

 

$

—

 

$

26,868

 

$

16,278

 

 

$

582,415

 

 

2016

 

$

369,308

 

$

—

 

$

—

 

$

58,207

 

$

2,893

 

 

$

430,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael S. Gamzon

 

2016

 

$

485,760

 

$

—

 

$

640,750

 

$

116,413

 

$

13,781

(5) 

 

$

1,256,704

 

 

2018

 

$

519,038

 

$

—

 

$

 —

 

$

118,580

 

$

15,785

(3)

 

$

653,403

 

President and Chief

 

2015

 

$

351,237

 

$

—

 

$

—

 

$

100,000

 

$

11,725

 

 

$

462,962

 

 

2017

 

$

509,039

 

$

—

 

$

 —

 

$

174,863

 

$

15,437

 

 

$

699,339

 

Executive Officer of Griffin (1)

 

2014

 

$

344,477

 

$

—

 

$

—

 

$

39,368

 

$

10,503

 

 

$

394,348

 

Anthony J. Galici

 

2016

 

$

295,442

 

$

—

 

$

135,375

 

$

58,207

 

$

16,948

(6) 

 

$

505,972

 

Vice President, Chief

 

2015

 

$

289,652

 

$

—

 

$

—

 

$

40,750

 

$

17,942

 

 

$

348,344

 

Financial Officer and

 

2014

 

$

284,069

 

$

15,000

 

$

—

 

$

13,434

 

$

16,829

 

 

$

329,332

 

Secretary of Griffin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Officer of Griffin

 

2016

 

$

485,760

 

$

—

 

$

640,750

 

$

116,413

 

$

13,781

 

 

$

1,256,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas M. Lescalleet

 

2016

 

$

258,530

 

$

—

 

$

135,375

 

$

133,175

 

$

12,213

(7) 

 

$

539,293

 

 

2018

 

$

268,974

 

$

—

 

$

 —

 

$

147,225

 

$

11,622

(4)

 

$

427,821

 

Senior Vice President,

 

2015

 

$

253,460

 

$

—

 

$

—

 

$

118,400

 

$

10,671

(8) 

 

$

382,531

 

 

2017

 

$

263,700

 

$

—

 

$

 —

 

$

217,136

 

$

11,440

 

 

$

492,276

 

Griffin Industrial, LLC

 

2014

 

$

248,584

 

$

—

 

$

—

 

$

45,700

 

$

10,998

 

 

$

305,282

 

 

2016

 

$

258,530

 

$

—

 

$

135,375

 

$

133,175

 

$

12,213

 

 

$

539,293

 

Scott Bosco

 

2016

 

$

167,983

 

$

—

 

$

75,810

 

$

65,490

 

$

5,819

(9) 

 

$

315,102

 

Vice President of

 

2015

 

$

162,870

 

$

—

 

$

—

 

$

59,350

 

$

4,889

(10)

 

$

227,109

 

Construction, Griffin Industrial, LLC

 

2014

 

$

142,636

 

$

—

 

$

—

 

$

20,800

 

$

4,509

 

 

$

167,945

 

(1)

Effective January 1, 2016, Mr. Gamzon succeeded Mr. Danziger as Chief Executive Officer. Mr. Danziger remains Executive Chairman of Griffin.

(2)

The amounts shown for Option Awards reflectsreflect the grant date fair value of options granted in fiscal 2016. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock option awards contained Note 7 of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data” of Griffin’s Annual ReportForm 10-K/A for the fiscal year ended November 30, 2018, filed with the SEC on Form 10-K in Note 8 of the Notes to Consolidated Financial Statements.April 5, 2019.

(2)

Represents life insurance premium.

(3)

Messrs. Danziger, Gamzon and Galici are beneficiariesRepresents life insurance premium of $252, matching contributions related to the Griffin Industrial Realty, Inc. incentive compensation pool401(k) Savings Plan of $7,297 and matching contributions related to the Griffin Industrial Realty Incentive Plan. Messrs. Bosco and Lescalleet are beneficiariesDeferred Compensation Plan of the Griffin Industrial, LLC incentive compensation pool of the Griffin Industrial Realty Incentive Plan.$8,236.

(4)

Represents life insurance premiumspremium of $137,$252, matching contributions related to the Griffin 401(k) Savings Plan of $1,169 and matching contributions related to the Deferred Compensation Plan of $1,587.

(5)

Represents life insurance premiums of $228, matching contributions related to the Griffin 401(k) Savings Plan of $7,722 and matching contributions related to the Deferred Compensation Plan of $5,831.

(6)

Represents life insurance premiums of $401, matching contributions related to the Griffin 401(k) Savings Plan of $7,180, matching contributions related to the Deferred Compensation Plan of $1,367 and an automobile allowance of $8,000.

23

(7)

Represents life insurance premiums of $228, matching contributions related to the Griffin 401(k) Savings Plan of $8,685$8,070 and a medical insurance allowance of $3,300.

(8)

Represents life insurance premiums of $216, matching contributions related to the Griffin 401(k) Savings Plan of $6,747, matching contributions related to the Deferred Compensation Plan of $408 and a medical insurance allowance of $3,300. The amount of the matching contributions related to the Deferred Compensation Plan earned in 2015 was reduced by $1,677 to reflect the absence of matching contributions in calendar year 2015 based on Mr. Lescalleet’s level of participation in the Griffin 401(k) Savings Plan.

(9)

Represents life insurance premiums of $228 and matching contributions related to the Griffin 401(k) Savings Plan of $5,591.

(10)

Represents life insurance premiums of $216, matching contributions related to the Griffin 401(k) Savings Plan of $3,834 and matching contributions related to the Deferred Compensation Plan of $839. The amount of the matching contributions related to the Deferred Compensation Plan earned in 2015 was reduced by $481 to reflect the absence of matching contributions in calendar year 2015 based on Mr. Bosco’s level of participation in the Griffin 401(k) Savings Plan.

Grants of Plan‑Based Awards

The following table presents information regarding the incentive awards granted to Griffin’s Named Executive Officers for fiscal 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

Awards:

 

 

 

 

Grant Date

 

 

 

 

 

 

 

 

Future Payouts

 

Number of

 

Exercise

 

Fair Value of

 

 

 

 

 

 

 

 

Under Non‑Equity

 

Securities

 

Price of

 

Stock and

 

 

 

 

 

 

 

 

Incentive Plan Awards

 

Underlying

 

Option

 

Option

 

 

    

Grant

 

Approval

    

Target

    

Maximum

    

Options

 

    Awards

 

Awards

 

Name

    

Date

 

Date

    

($)

    

($)

    

(#)

    

($/sh)

    

($)

 

Frederick M. Danziger (1)

 

—

 

—

 

$

58,207

 

$

86,625

 

—

 

 

—

 

 

—

 

Michael S. Gamzon (1)

 

—

 

—

 

$

116,413

 

$

173,250

 

—

 

 

—

 

 

—

 

 

 

5/13/2016

 

4/27/2016

 

 

—

 

 

—

 

55,000

 

$

26.89

 

$

640,750

 

Anthony J. Galici (1)

 

—

 

—

 

$

58,207

 

$

86,625

 

—

 

 

—

 

 

—

 

 

 

5/13/2016

 

4/27/2016

 

 

—

 

 

—

 

12,500

 

$

26.89

 

$

135,375

 

Thomas M. Lescalleet (2)

 

—

 

—

 

$

133,175

 

$

275,625

 

—

 

 

—

 

 

—

 

 

 

5/13/2016

 

4/27/2016

 

 

—

 

 

—

 

12,500

 

$

26.89

 

$

135,375

 

Scott Bosco (2)

 

—

 

—

 

$

65,490

 

$

144,844

 

—

 

 

—

 

 

—

 

 

 

5/13/2016

 

4/27/2016

 

 

—

 

 

—

 

7,000

 

$

26.89

 

$

75,810

 

(1)

The Griffin Industrial Realty Incentive Plan has no threshold or target levels; however, there is a maximum amount payable to Messrs. Danziger, Gamzon and Galici under the Griffin Industrial Realty Incentive Plan as shown in the Maximum column. The amounts shown for Messrs. Danziger, Gamzon and Galici in the Target column reflect the amounts payable to them under the Griffin Industrial Realty Incentive Plan based on Griffin’s performance in fiscal 2016. The Compensation Committee did not exercise its discretion to award Messrs. Danziger, Gamzon, or Galici any additional incentive bonus for fiscal 2016. Messrs. Danziger, Gamzon and Galici’s maximum of $86,625, $173,250 and $86,625, respectively, is calculated assuming all goals of the Griffin Industrial Realty Incentive Plan are met at the maximum level of each, which would result in an accrual of $577,500 into the Griffin Industrial Realty, Inc. incentive compensation pool of the Griffin Industrial Realty Incentive Plan (excluding any additional amount included in the incentive compensation pool and distributed at the discretion of the Compensation Committee). Messrs. Danziger, Gamzon and Galici are entitled to 15%, 30% and 15%, respectively, of the Griffin Industrial Realty, Inc. incentive compensation pool of the Griffin Industrial Realty Incentive Plan related to the FFO, property sales, speculative buildings and build-to-suit components. Messrs. Danziger, Gamzon and Galici are not specifically entitled to any portion of the incentive compensation pool that is distributed at the discretion of the Compensation Committee and such amounts are not included in the maximum bonus amount.

2416

 

(2)

The Griffin Industrial Realty Incentive Plan has no threshold or target levels; however, there is a maximum amount payable to Messrs. Lescalleet and Bosco under the Griffin Industrial Realty Incentive Plan as shown in the Maximum column. The amount in the Target column for Mr. Lescalleet reflects the amount payable of $133,175 based on Griffin Industrial, LLC’s performance during fiscal 2016. The amount in the Target column for Mr. Bosco reflects the amount payable of $65,490 based on Griffin Industrial, LLC’s performance during fiscal 2016 including $10,000 from the unallocated portion of the Griffin Industrial, LLC incentive compensation pool awarded by Griffin’s Executive Chairman, its President and CEO and the Compensation Committee. Messrs. Lescalleet’s and Bosco’s maximums of $275,625 and $114,844, respectively, are calculated assuming all goals of the Griffin Industrial Realty Incentive Plan are met at the maximum level of each, which would result in an accrual of $918,750 into the Griffin Industrial, LLC incentive compensation pool of the Griffin Industrial Realty Incentive Plan (excluding any amount included in the incentive compensation pool and distributed at the discretion of the Compensation Committee). Messrs. Lescalleet and Bosco are entitled to 30% and 12.5%, respectively, of the Griffin Industrial, LLC incentive compensation pool of the Griffin Industrial Realty Incentive Plan (excluding any additional amount included in the incentive compensation pool and distributed at the discretion of the Compensation Committee). Messrs. Lescalleet and Bosco are not specifically entitled to any portion of the incentive compensation pool that is distributed at the discretion of the Compensation Committee and such amounts are not included in the maximum bonus amount.

Outstanding Equity Awards at Fiscal Year‑End

The following table presents information with respect to each unexercised stock option held by Griffin’s Named Executive Officers as of November 30, 2016.2018. There are no restricted stock awards.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards (1)

 

 

Option Awards (1)

 

    

 

    

 

    

 

 

    

 

    

Value of

    

Value of

 

    

 

    

 

    

 

 

    

 

    

Value of

    

Value of

 

 

Number of

 

Number of

 

 

 

 

 

 

Unexercised

 

Unexercised

 

 

Number of

 

Number of

 

 

 

 

 

 

Unexercised

 

Unexercised

 

 

Securities

 

Securities

 

 

 

 

 

 

In-the-Money

 

In-the-Money

 

 

Securities

 

Securities

 

 

 

 

 

 

In-the-Money

 

In-the-Money

 

 

Underlying

 

Underlying

 

 

 

 

 

 

Options at

 

Options at

 

 

Underlying

 

Underlying

 

 

 

 

 

 

Options at

 

Options at

 

 

Unexercised

 

Unexercised

 

Option

 

 

 

Fiscal Year

 

Fiscal Year

 

 

Unexercised

 

Unexercised

 

Option

 

 

 

Fiscal Year

 

Fiscal Year

 

 

Options

 

Options

 

Exercise

 

Option

 

End (2)

 

End (2)

 

 

Options

 

Options

 

Exercise

 

Option

 

End (2)

 

End (2)

 

 

(#)

 

(#)

 

Price

 

Expiration

 

($)

 

($)

 

 

(#)

 

(#)

 

Price

 

Expiration

 

($)

 

($)

 

Name

    

Exercisable

    

Unexercisable

    

($)

    

Date

    

Exercisable

    

Unexercisable

 

    

Exercisable

    

Unexercisable

    

($)

    

Date

    

Exercisable

    

Unexercisable

 

Frederick M. Danziger

 

15,000

 

—

 

$

33.07

 

1/20/2019

 

$

—

(3)  

$

—

 

 

25,000

 

—

 

$

28.77

 

1/19/2021

 

$

167,000

 

$

—

 

 

25,000

 

 —

 

$

28.77

 

1/19/2021

 

$

67,000

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,000

 

 —

 

 

 

 

 

 

$

67,000

 

$

 —

 

Michael S. Gamzon

 

25,000

 

 —

 

$

34.04

 

1/9/2018

 

$

—

(3)  

$

—

 

 

25,000

 

—

 

$

28.77

 

1/19/2021

 

$

167,000

 

$

—

 

 

7,500

 

 —

 

$

33.07

 

1/20/2019

 

$

—

(3)  

$

—

 

 

—

 

55,000

 

$

26.89

 

5/13/2026

 

$

—

 

$

470,800

 

 

25,000

 

 —

 

$

28.77

 

1/19/2021

 

$

67,000

 

$

—

 

 

25,000

 

55,000

 

 

 

 

 

 

$

167,000

 

$

470,800

 

 

 —

 

55,000

 

$

26.89

 

5/13/2026

 

$

 —

 

$

250,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,500

 

55,000

 

 

 

 

 

 

$

67,000

 

$

250,800

 

Anthony J. Galici

 

7,500

 

—

 

$

33.07

 

1/20/2019

 

$

—

(3)  

$

—

 

 

12,500

 

 —

 

$

28.77

 

1/19/2021

 

$

33,500

 

$

—

 

 

 —

 

12,500

 

$

26.89

 

5/13/2026

 

 

 —

 

 

57,000

 

 

20,000

 

12,500

 

 

 

 

 

 

$

33,500

 

$

57,000

 

Thomas M. Lescalleet

 

7,500

 

—

 

$

33.07

 

1/20/2019

 

$

—

(3)  

$

—

 

 

—

 

12,500

 

$

26.89

 

5/13/2026

 

$

—

 

$

107,000

 

 

12,500

 

 —

 

$

28.77

 

1/19/2021

 

$

33,500

 

$

—

 

 

 —

 

12,500

 

$

26.89

 

5/13/2026

 

 

 —

 

 

57,000

 

 

20,000

 

12,500

 

 

 

 

 

 

$

33,500

 

$

57,000

 

Scott Bosco

 

5,000

 

—

 

$

33.07

 

1/20/2019

 

$

—

(3)  

$

—

 

 

5,000

 

—

 

$

28.77

 

1/19/2021

 

$

13,400

 

$

—

 

 

 —

 

7,000

 

$

26.89

 

5/13/2026

 

$

—

 

$

31,920

 

 

10,000

 

7,000

 

 

 

 

 

 

$

13,400

 

$

31,920

 

(1)

Stock options issued to employees vest in equal installments on the third, fourth and fifth anniversaries from the date of grant (which is ten years prior to the applicable option expiration date).

25

(2)

The amounts presented in this columnthese columns have been calculated based upon the difference between the fair market value of $31.45$35.45 per share (the closing price of Griffin’s common stock on November 30, 2016)2018) and the exercise price of each stock option.

Narrative to Summary Compensation Table and Additional Narrative Disclosure

As of November 30, 2018, Griffin was not a party to any employment, change in control or other agreement with any Named Executive Officers that was expected to obligate Griffin to provide for material compensation or benefits, including any payments at, following, or in connection with a termination of employment, change in control or change in the Named Executive Officer’s responsibilities.  The narrative below describes the material elements of compensation disclosed in the Summary Compensation Table above.

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. The annual base salaries of the Executive Chairman and the CEO were determined by the Compensation Committee. The annual base salary of Mr. Lescalleet was determined by the Executive Chairman and the CEO and approved by the Compensation Committee.

Annual Incentive Compensation Program

Each of the Named Executive Officers participated in the Griffin Industrial Realty, Inc. Incentive Compensation Plan for fiscal year 2018 (the “Griffin Incentive Plan”), Under the Griffin Incentive Plan, incentive compensation was awarded based on the achievement of certain specific performance measures in one or more of the following six categories: (i) Adjusted Funds from Operations; (ii) Property Sales; (iii) Build-to-Suit Projects; (iv) Buildings Built on Speculation; (v) Leasing; and (vi) Acquisitions. Each Named Executive Officer is entitled to a specific percentage of each incentive compensation pool under the Griffin Incentive Plan based upon his responsibilities as determined by senior management and approved by the Compensation Committee. Additionally, the Compensation Committee retains the discretion to adjust incentive compensation awards to Griffin’s employees. The Compensation Committee did not utilize such discretion to adjust any incentive compensation awards (or grant any discretionary bonus amounts) to Griffin’s Named Executive Officers for fiscal 2018.

(3)

There is no amount stated because the exercise price of the stock options is greater than the fair market value of $31.45 per share (the closing price of Griffin’s common stock on November 30, 2016).

17

The maximum compensation amounts and amounts accrued under the Griffin Incentive Plan with respect to each objective for fiscal 2018, based on the level of achievement of each incentive plan component, is shown in the following table. The amounts in the table below reflect performance against each incentive plan component.

 

 

 

 

 

 

 

 

 

Maximum Aggregate

 

 

Amount Earned

 

 

Amount of Incentive

 

 

Based on Actual Level

Incentive Plan Component

 

Plan Component

 

 

of Achievement

Adjusted Funds from Operations

 

$

562,500

 

$

508,583

Property Sales

 

 

250,000

 

 

44,909

Build-to-Suit Projects

 

 

250,000

 

 

150,000

Buildings Built on Speculation

 

 

250,000

 

 

 —

Leasing

 

 

180,000

 

 

126,313

Acquisitions

 

 

200,000

 

 

 —

 

 

$

1,692,500

 

$

829,805

Non‑Qualified

The aggregate amount of $829,805 earned under the Griffin Incentive Plan is not expected to be fully allocated and paid to Griffin employees for fiscal 2018. Incentive compensation for fiscal 2018 of approximately $760,000 is expected to be paid to Griffin employees under such plan, with $320,032 of such amount paid to Named Executive Officers. Such payments to the Named Executive Officers will be based on the specific percentages of each incentive compensation pool as per the Griffin Incentive Plan.

Equity Compensation

No stock options were awarded to any of the Named Executive Officers or to any employee of Griffin in fiscal 2018. The currently outstanding stock options held by the Named Executive Officers Stock vest in equal installments on the third, fourth and fifth anniversaries from the date of grant, subject to acceleration of vesting as set forth below.

While Griffin was not a party to any employment, change in control or other agreement with any Named Executive Officers, pursuant to the Griffin 2009 Stock Option Plan, if option grants are assumed by a successor corporation (or a parent or subsidiary thereof) in connection with a change in control, the vesting of such grants will be accelerated upon termination of a Named Executive Officer’s employment upon or within twelve months following such change in control. As of November 30, 2018, the closing market price of $35.45 per share of Griffin common stock exceeded the exercise price for all of the outstanding options held by Named Executive Officers and the aggregate value of all unvested options held by the Named Executive Officers (based on the excess of the November 30, 2018 closing price of Griffin’s common stock over the exercise price) was $577,800. The individual awards for each Named Executive Officer and the values thereof are set forth in the table in the Outstanding Equity Awards at Fiscal Year-End section above.

Deferred Compensation

Griffin maintains a Deferred Compensation Plan for certain of its employees, including the Named Executive Officers, who, due to Internal Revenue Service guidelines,regulations, cannot take full advantage of the Griffin 401(k) Savings Plan. A portion of an eligible employee’s salary may be deferred under the Deferred Compensation Plan. The investment options in the Deferred Compensation Plan currently mirror those of the Griffin 401(k) Savings Plan. The Deferred Compensation Plan is unfunded, with benefits to be paid from Griffin’s assets. Performance results of an employee’s balance in the Deferred Compensation Plan are based on the returns of the mutual funds and one common collective trust fund that may be selected by the employee as if the amounts deferred were invested in the selected mutual funds and the common collective trust fund. Distributions from the Deferred Compensation Plan generally may occur at termination of employment, change in control and/or at the time of qualifying hardship events. The following table presents information with respect to the Deferred Compensation Plan for Griffin’s Named Executive Officers as of November 30, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Executive

 

Griffin

 

Aggregate

    

Aggregate

 

 

 

Contributions

 

Contributions

 

Earnings in

 

Balance as of

 

 

 

for FYE

 

for FYE

 

FYE

 

FYE

 

Name

    

11/30/2016

    

11/30/2016 (1)

    

11/30/2016

    

11/30/2016

 

Frederick M. Danziger

 

$

9,472

 

$

1,587

 

$

129,053

 

$

1,731,129

 

Michael S. Gamzon

 

$

27,889

 

$

5,831

 

$

24,853

 

$

303,850

 

Anthony J. Galici

 

$

46,176

 

$

1,367

 

$

67,543

 

$

877,934

 

Thomas M. Lescalleet

 

$

 —

 

$

 —

 

$

4,611

 

$

117,439

(2)

Scott Bosco

 

$

2,525

 

$

 —

 

$

3,840

 

$

82,131

(2)

(1)

Griffin’s contributions to the Deferred Compensation Plan are included in the “All Other Compensation” column of the Summary Compensation Table. No earnings from the Deferred Compensation Plan are included in the “All Other Compensation” column of the Summary Compensation Table.

(2)

These amounts include reductions to the Executive and Griffin Contributions earned for FYE 11/30/15 to the Deferred Compensation Plan as a result of the Named Executive Officers’ level of participation in the Griffin 401(k) Savings Plan in calendar year 2015.

Potential Payments Upon a Termination or Change in Control

As of November 30, 2016, Griffin was not a party to any employment, change in control or other agreement with any Named Executive Officers that was expected to obligate Griffin to provide for payments at, following, or in connection with a termination of employment, change in control or change in the Named Executive Officer’s responsibilities. However, participantsParticipants of Griffin’s Deferred Compensation Plan may elect to have their balances paid out in a lump sum or annual installments upon termination of employment or a change in control of Griffin. The deferred compensation balanceGriffin’s contributions to the Deferred Compensation Plan for each such Named Executive Officer, as of November 30, 2016,Mr. Gamzon in an amount equal to $8,236 is set forthincluded in the “Non‑Qualified Deferred“All Other Compensation” table above. Additionally, pursuantcolumn of the Summary Compensation Table. Messrs. Danziger and Lescalleet did not contribute to the 2009 Stock OptionDeferred Compensation Plan if option grantsin fiscal 2018. No earnings from the Deferred Compensation Plan are assumed by a successor corporation (or a parent or subsidiary thereof)included in connection with a change in control, the vesting of such grants will be accelerated upon termination of a Named Executive Officer’s employment upon or within twelve months following such change in control. As of November 30, 2016, the exercise price for 167,000“All Other Compensation” column of the outstanding options held by Named Executive Officers exceeded the closing market price of $31.45 per share of Griffin common stock. The aggregate value of such options (based on the excess of the closing price of Griffin’s common stock, as of November 30, 2016, over the exercise price) is $611,120. The following table presents information regarding theSummary Compensation Table.

2618

 

value of such options to each of Griffin’s Named Executive Officers following a termination of employment upon or within twelve months following such change in control (assuming such termination occurred on November 30, 2016):

Estimated Value of

In-the-Money

Options Following

Termination Upon or

Within Twelve Months

Following a

Name

Change In Control (1)

Frederick M. Danziger

$

67,000

Michael S. Gamzon

$

317,800

Anthony J. Galici

$

90,500

Thomas M. Lescalleet

$

90,500

Scott Bosco

$

45,320

(1)

Stock option values are calculated based on the difference between $31.45, the November 30, 2016 closing price of Griffin’s common stock, and the option exercise price, multiplied by the total number of stock options.

Director Compensation

The following table represents information regarding the compensation paid during fiscal 20162017 to members of Griffin’s Board of Directors who are not also employees (the “Non‑Employee Directors”). The compensation paid to Messrs. Frederick M. Danziger and Michael S. Gamzon is presented above in the Summary Compensation Table and the related explanatory notes. Messrs. Frederick M. Danziger and Michael S. Gamzon did not receive compensation related to their activities as members of the Board of Directors.Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Fees

    

 

 

    

 

 

 

    

Fees

    

 

 

    

 

 

 

 

Earned or

 

Option

 

 

 

 

 

Earned or

 

Option

 

 

 

 

 

Paid in Cash

 

Awards

 

Total

 

 

Paid in Cash

 

Awards

 

Total

 

Name

    

($)

    

($)

    

($)

 

    

($)

    

($)

    

($)

 

David R. Bechtel

 

$

32,107

(2)  

$

25,911

(1)  

$

58,018

 

 

$

52,500

 

$

14,972

(1)  

$

67,472

 

Winston J. Churchill, Jr.

 

$

22,679

(3)  

$

149,539

(4)  

$

172,218

 

Edgar M. Cullman, Jr.

 

$

40,500

 

$

17,278

(1)  

$

57,778

 

 

$

39,000

 

$

14,972

(1)  

$

53,972

 

David M. Danziger

 

$

1,566

(5)  

$

90,962

(6)  

$

92,528

 

Frederick M. Danziger

 

$

 —

 

$

 —

 

$

 —

 

Michael S. Gamzon

 

$

 —

 

$

 —

 

$

 —

 

Thomas C. Israel

 

$

62,325

 

$

17,278

(1)  

$

79,603

 

 

$

64,500

 

$

14,972

(1)  

$

79,472

 

Jonathan P. May

 

$

57,390

 

$

17,278

(1)  

$

74,668

 

 

$

62,000

 

$

14,972

(1)  

$

76,972

 

Albert H. Small, Jr.

 

$

57,000

 

$

17,278

(1)  

$

74,278

 

 

$

54,500

 

$

14,972

(1)  

$

69,472

 

(1)

The amount shown for Option Awards reflects the grant date fair value of options granted in fiscal 2016.2018. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock option awards contained in Part II, Item 8, “Financial Statements and Supplementary Data” of Griffin’s Annual Report on Form 10‑K in Note 87 of the Notes to Consolidated Financial Statements.

(2)

David R. Bechtel was elected to the Board of Directors on May 10, 2016. The fees reported are for the period May 10 through November 30, 2016.

(3)

Winston J. Churchill, Jr. did not seek re‑election to the Board of Directors at the May 10, 2016 Annual Meeting. The fees reported are for the period December 1, 2015 through May 9, 2016.

(4)

Winston J. Churchill, Jr. did not receive a stock option award in fiscal 2016. However, the exercise period for each of Mr. Churchill’s vested options outstanding as of his retirement on May 9, 2016 was extended through the tenth anniversary of the applicable date of grant. The amount shown for Option Awards reflects the incremental fair value of options so modified in fiscal 2016. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock option awards contained in Part II, Item 8, “Financial

27

Statements and Supplementary Data” of Griffin’s Annual Report on Form 10‑K in Note 8 of the Notes to Consolidated Financial Statements.

(5)

David M. Danziger resigned from the Board of Directors on January 19, 2016. The fees reported are for the period December 1, 2015 through January 18, 2016. Michael S. Gamzon was appointed to the Board of Directors to replace Mr. David M. Danziger.

(6)

David M. Danziger did not receive a stock option award in fiscal 2016. However, the exercise period for each of Mr. David M. Danziger’s vested options outstanding as of his resignation on January 19, 2016 was extended through the tenth anniversary of the applicable date of grant. The amount shown for Option Awards reflects the incremental fair value of options so modified in fiscal 2016. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock option awards contained in Part II, Item 8, “Financial Statements and Supplementary Data” of Griffin’s Annual ReportForm 10‑K/A for the fiscal year ended November 30, 2018, filed with the SEC on Form 10‑K in Note 8 of the Notes to Consolidated Financial Statements.April 5, 2019.

The following table represents the number of outstanding and unexercised stock option awards held by each of the Non‑Employee Directors as of November 30, 2016:2018:

 

 

 

 

 

    

Number of

Shares

 

 

 

Subject to

 

 

 

Outstanding

Options

 

Director

    

as of 11/30/1618

 

David R. Bechtel

 

2,293

4,646

Winston J. Churchill, Jr.

10,927

 

Edgar M. Cullman, Jr.

 

3,441

5,794

David M. Danziger

7,277

 

Thomas C. Israel

 

13,730

13,855

 

Jonathan P. May

 

7,447

9,800

 

Albert H. Small, Jr.

 

13,251

9,679

 

 

Members of the Board of Directors who are not employees of Griffin receive $30,000 per year, and $1,500 for each Board or Committeeboard meeting they attend and $1,000 for each committee meeting they attend. A non‑employeenon-employee Chairman of the Board of Directors receives an annual fee of $15,000. The Chairmen of the Audit and Compensation Committees each receive an annual fee of $10,000 per year. The Nominating Committee Chairman receives an annual fee of $5,000 per year. Audit and Compensation Committee members, excluding the Chairmen, each receive $5,000 per year for their service on thethose Committees. Members of the Nominating Committee, excluding the Chairman, each receive $2,500 per year for their service on thethat Committee. Annual retainersfees are paid in quarterly installments. Upon the initial election of a Non‑EmployeeNon-Employee Director to the Board, of Directors, the Non‑EmployeeNon-Employee Director is granted options exercisable for shares of common stock at an exercise price that is the fair market value of a share of common stock at the time of the grant. The number of shares subject to options granted to Non‑EmployeeNon-Employee Directors at the time of initial election to the Board of Directors is equal to $60,000 divided by the fair market value per share of Griffin common stock at the time of grant. GriffinStock options granted Mr. Bechtel options exercisable for 2,293 shares of common stock at the time of histo Non-Employee Directors upon their initial election to the Board of Directors.vest immediately upon issuance. The Griffin 2009 Stock Option Plan also provides that Non‑EmployeeNon-Employee Directors annually receive options exercisable for shares of common stock at an exercise price that is the fair market value of a share of common stock at the time of grant. Under the Griffin 2009 Stock Option Plan, the number of shares, subject to options, granted to Non‑EmployeeNon-Employee Directors upon their reelection to the Board, of Directors, is equal to $40,000 divided by the fair market value per share of Griffin common stock at the time of grant. Stock options granted to Non-Employee Directors upon their re-election

19

reelection to the Board of Directors vest on the second anniversary of the date of grant. In 2016,2018, Griffin granted Messrs. Cullman, Jr., Israel, May and Small, Jr. each optionsof the Non-Employee Directors an option exercisable for 1,5291,039 shares of common Stockstock upon their reelection to the Board of Directors. Mr. Churchill, Jr. did not stand for reelection to the Board of Directors and Mr. David M. Danziger resigned from the Board of Directors on January 19, 2016, therefore, they did not receive any additional option grants in 2016. In connection with Mr. Churchill, Jr.’s retirement and Mr. David M. Danziger’s resignation, however, Griffin elected to extend the exercisability of their outstanding vested options through the tenth anniversary of the applicable grant date thereof.

28

Compensation Committee Interlocks and Insider Participation

During fiscal 2016, Messrs. Churchill, Jr., Israel, May and Small, Jr. served as members of Griffin’s Compensation Committee. Mr. Churchill retired from the Board of Directors on May 9, 2016. Mr. May was appointed to the Compensation Committee on May 10, 2016. No member of the Compensation Committee has been an officer or employee of Griffin. None of Griffin’s executive officers have served as a director or member of the compensation committee of any entity whose executive officers served as a director of Griffin or as a member of Griffin’s Compensation Committee.Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Griffin’s officers and directors, and persons who own more than ten percent of its common stock, to file reports of ownership and changes in ownership with the Commission.SEC. Such persons are required by regulation to furnish Griffin with copies of all Section 16(a) forms they file. Based on its involvement in the preparation of certain such forms, and a review of copies of other such forms received by it, Griffin believes that with respect to fiscal 2016,2018, all such Section 16(a) filing requirements were satisfied.

2920

 

 

AUDIT COMMITTEE REPORT

Membership and Role of the Audit Committee

Griffin’s Audit Committee is comprised of Mr. Bechtel, Mr. Israel, as Chairman, and Mr. May. All members of the Audit Committee meet the NASDAQNasdaq composition requirements, including the requirements regarding financial literacy, and the Board has determined that each member is independent under the listing standards of NASDAQNasdaq and the rules of the SEC, regarding audit committee membership. The Audit Committee operates under a written charter, adopted by the Board of Directors on March 28, 2003 and subsequently revised, most recently on September 30, 2016, which is publicly available in the “Corporate Governance” section of the “Investors” section of Griffin’s website located at www.griffinindustrial.com.

The primary function of the Audit Committee is to assist Griffin’s Board of Directors with its oversight responsibilities regarding: (i) the integrity of Griffin’s financial statements; (ii) Griffin’s compliance with legal and regulatory requirements; (iii) the independent registered public accountant’s qualifications and independence; and (iv) the performance of the independent registered public accountants. The Audit Committee prepared the report required by the rules of the SEC to be included in this annual proxy statement.Proxy Statement.

The Audit Committee’s powers and responsibilities include: (1) the sole authority for the appointment, compensation, retention and oversight of the independent registered public accountants; (2) the pre‑approvalpre-approval of audit and non‑auditnon-audit services by the independent registered public accountants; (3) the review of independence of the independent registered public accountants; (4) the ongoing review of all related party transactions; (5) the establishment of procedures for the receipt, retention and treatment of complaints received by Griffin regarding accounting, internal accounting controls or auditing matters; and (6) the regular reporting to the Board of any issues that arise with respect to the quality or integrity of Griffin’s financial statements.

Review of the Company’sGriffin’s Audited Financial Statements for the Fiscal Year Ended November 30, 20162018

The Audit Committee reviewed and discussed the audited consolidated financial statements of Griffin for the fiscal year ended November 30, 20162018 with Griffin’s management. The Audit Committee discussed with RSM US, Griffin’s independent registered public accountants for the fiscal year ended November 30, 2016,2018, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 “Communications with Audit Committees.”

The Audit Committee has also received the written disclosures and the letter from RSM US required by the applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence. The Audit Committee has discussed the independence of RSM US with that firm.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that Griffin’s audited consolidated financial statements be included in Griffin’s Annual Report on Form 10‑10 K for the fiscal year ended November 30, 20162018 for filing with the SEC.

 

 

Submitted By:

Thomas C. Israel (Chairman)

 

David R. Bechtel

 

Jonathan P. May

 

The information under “Review of the Company’sGriffin’s Audited Financial Statements for the Fiscal Year Ended November 30, 2016”2018” shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statementProxy Statement into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Griffin specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

3021

 

PROPOSAL II. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTANTS

The following is a summary of the fees incurred by Griffin for professional services rendered by RSM US for fiscal 20162018 and fiscal 2015:2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Fiscal

    

Fiscal

 

    

Fiscal

    

Fiscal

 

    

2016 Fees

    

2015 Fees

 

    

2018 Fees

    

2017 Fees

 

Audit fees

 

$

423,682

 

$

422,686

 

 

$

452,947

 

$

430,781

 

Audit-related fees

 

 

20,200

 

 

20,420

 

 

 

70,400

 

 

20,585

 

Tax fees

 

 

45,380

 

 

57,685

 

 

 

49,375

 

 

50,675

 

All other

 

 

—

 

 

—

 

All other fees

 

 

—

 

 

—

 

 

$

489,262

 

$

500,791

 

 

$

572,722

 

$

502,041

 

Audit fees consist of fees incurred for professional services rendered for the audit of Griffin’s consolidated financial statements and for the review of Griffin’s interim consolidated financial statements. Audit‑related fees includein fiscal 2018 reflect fees incurred for professional services rendered by RSM US in connection with Griffin’s filing of a universal shelf registration statement and a prospectus supplement for an “at-the-market” equity offering program and fees for the audit of Griffin’sthe Griffin 401(k) Savings Plan by RSM US. Audit‑related fees in fiscal 2017 reflect fees for the audit of the Griffin 401(k) Savings Plan by RSM US. Tax fees consist of fees incurred for professional services performed by RSM US relating to tax compliance, tax reporting and tax planning. There were no consulting fees paid to RSM US in fiscal 20162018 or fiscal 2015.2017.

The Audit Committee’s policy is to pre‑approve all audit, audit‑related and tax services to be provided by the independent registered public accountants. During fiscal 2016,2018, Griffin’s Audit Committee pre‑approved all audit, audit‑related and tax services. The Audit Committee has considered the non‑audit services provided by RSM US and determined that the services provided were compatible with maintaining the independence of RSM US.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE

SELECTION OF RSM US LLP

While the submission of this proposal to a vote of stockholders is not legally required, the Audit Committee and management believe that stockholder ratification of Griffin’s selection of RSM US as its independent registered public accountants is desirable. In the event this selection is not ratified by the affirmative vote of a majority of shares of Griffin common stock present or represented by proxy and entitled to vote on the proposal, the Audit Committee will consider that fact when it selects the independent registered public accountants for the following year. The Audit Committee may, in its discretion, replace RSM US as independent registered public accountants at a later date without the approval of the stockholders.

A representative of RSM US is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if so desired and to respond to appropriate questions.

PROPOSAL III. APPROVAL, ON AN ADVISORY VOTE ON(NON-BINDING) BASIS, OF EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, as amended, Griffin is requesting stockholder approval, on an advisory (non‑binding)(non-binding) basis, of the compensation of Griffin’s Named Executive Officers as presented in the Executive Compensation Discussion & Analysissection beginning on page 1415 and the compensation tables included in the discussion of Executive Compensationtherein beginning on page 2316 including the narrative disclosure thereto. Griffin has determined to hold a say‑on‑say on pay advisory vote every year, and the next say‑on‑say on pay advisory vote (following the advisory (non-binding) vote at this Annual Meeting) will occur at the 20182020 Annual Meeting of Stockholders, subject to any changes related to the outcome of the advisory (non-binding) vote on the frequency of presentation of an advisory vote on the compensation of Griffin’s named executive officers (as set forth in Proposal IV).Stockholders.

Griffin’s executive compensation program has been designed to attract, motivate and retain the management talent Griffin believes is necessary to achieve its financial and strategic goals. Griffin’s compensation programs reward each of its Named Executive Officers for team results and individual contributions.

22

Griffin’s executive compensation programs consist of three principal elements:

1.            Base Salary;

31

2.            Annual Incentive Compensation Programs; and

3.            Long‑Term Incentive Program.

Griffin’s executive compensation programs consist of a mixture of base salary and incentive compensation that provides for a portion of executive compensation to be “at‑risk.” Griffin’s executive compensation programs balance the focus on both short‑ and long‑term goals, encouraging executives to focus on the health of Griffin during the immediate fiscal year through annual incentive compensation programs, and for the future through the long‑term incentive program (i.e., equity awards). Griffin’s executive compensation programs are consistently reviewed by the Compensation Committee, which consists solely of independent directors, to ensure that they provide Griffin’s executives with competitive pay opportunities and reflect current practices.

As an advisory vote, this proposal is not binding upon the Board of Directors or Griffin in any way. However, the Compensation Committee, which is responsible for the design and administration of Griffin’s executive compensation practices, values the opinions of Griffin’s stockholders expressed through your vote on this proposal. The Compensation Committee will consider the outcome of this vote in making future compensation decisions for Griffin’s Named Executive Officers.

Accordingly, Griffin will present the following resolution for vote at the 2017 Annual Meeting of Stockholders:Meeting:

“RESOLVED, that the stockholders of Griffin Industrial Realty, Inc. (“Griffin”) approve, on an advisory (non‑binding)(non-binding) basis, the compensation of Griffin’s Named Executive Officers as described in the Compensation Discussion & Analysis“Executive Compensation” and disclosed in the 20162018 Summary Compensation Table and related compensation tables and narrative disclosure as set forth in this 2017Griffin’s 2019 Proxy Statement.”

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE

APPROVAL, ON AN ADVISORY (NON‑BINDING) BASIS, OF THE COMPENSATION OF GRIFFIN’S NAMED EXECUTIVE OFFICERS

AS PRESENTED IN THIS PROXY STATEMENT.STATEMENT

The proposal to approve the compensation of Griffin’s named executive officers,Named Executive Officers, on an advisory (non‑binding) basis, requires an affirmative vote of the majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal.

PROPOSAL IV. ADVISORY VOTE ONAPPROVAL OF FIRST AMENDMENT TO THE FREQUENCY OF PRESENTATION OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATIONGRIFFIN 2009 STOCK OPTION PLAN

This proposal gives Griffin’s stockholdersWe are asking you to approve the opportunityFirst Amendment to the Griffin 2009 Stock Option Plan (such amendment, the “First Amendment”) and such plan, as amended by the First Amendment, the “Plan”). Our Board adopted the First Amendment on April 3, 2019, effective as of (and subject to) stockholder approval at the Annual Meeting.  The Plan will become effective if it is approved by the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on a non-binding basis,the proposal.

The First Amendment, to advise the Boardextent approved by the stockholders at the Annual Meeting will cause the Plan to remain in place through April 3, 2029, the tenth anniversary of Directors how frequently Griffin should hold an advisory vote onadoption of such First Amendment by our Board,  and allow grants through such date (provided that no grants shall be made after April 3, 2019 and prior to the compensationreceipt of its named executive officers. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years.

After careful considerationstockholder approval at the Annual Meeting).  Stockholder approval of this proposal, the Board has determined that, consistent with past practice, an advisory vote on executive compensation that occurs every yearPlan is the most appropriate alternativenecessary in order for Griffin to (1) meet the Nasdaq stockholder approval requirements, and therefore the Board of Directors recommends that you vote for a one-year interval for the advisory vote on the compensation of Griffin’s named executive officers.(2) be permitted to grant incentive stock options ("ISOs") thereunder.

In formulatingThe principal features of the Plan are summarized below, but the summary is qualified in its recommendation,entirety by reference to the Board of Directors considered that an annual advisory voteGriffin 2009 Stock Option Plan, which is incorporated by reference to Exhibit 10.2 to the Form 10-K filed on February 13, 2014, and the compensation of Griffin’s named executive officers will continue to allow Griffin’s stockholders to provide Griffin with their direct input on its compensation philosophy, policies and practicesFirst Amendment, which is attached hereto as disclosed in the proxy statement every year. Griffin understands that its stockholders may have different views as to what is the best approach for Griffin, and Griffin looks forward to hearing from its stockholders on this proposal.

You may cast your vote for your preferred voting frequency by choosing the option of one year, two years, three years, or abstention from voting on this proposal.Appendix A.

3223

 

Highlights of the Plan

The Plan allows Griffin to grant stock options to directors, officers, employees and consultants of Griffin and its affiliates as incentives and rewards for superior performance. Some of the key features of the Plan that reflect Griffin's commitment to effective management of incentive compensation are as follows:

·

No Repricing or Replacement of Options.  The Plan prohibits, without stockholder approval: (i) the amendment of options to reduce the exercise price, and (ii) the replacement of an option with cash or any other award when the price per share of the option exceeds the fair market value of the underlying shares.

·

No In-the-Money Options.  The Plan prohibits the grant of options with an exercise or base price less than the fair market value of Griffin common stock, generally the closing price of Griffin common stock, on the date of grant.

·

Independent Administration.  The Compensation Committee of the Board, which consists of only independent directors, will be responsible for the general administration of the Plan with respect to options granted to employees and consultants. The full Board will administer the Plan with respect to awards made to non-employee directors.

Administration

The Plan will generally be administered by the Compensation Committee. However, the Compensation Committee may delegate to a committee of one or more members of the Board or one or more of Griffin's officers the authority to grant or amend awards to participants other than Griffin's senior executives who are subject to Section 16 of the Exchange Act. Unless otherwise determined by the Board, the Compensation Committee shall consist solely of two or more non-employee directors appointed by and holding office at the pleasure of the Board, each of whom is a non-employee director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an "independent director" under the rules of the Nasdaq (or other principal securities market on which shares of Griffin common stock are traded). In addition, the full Board will administer the Plan with respect to awards made to non-employee directors. The Compensation Committee and the Board, as applicable, are sometimes referred to herein as the "Administrator." The Administrator will have the authority to administer the Plan, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction, as well as the authority to delegate such administrative responsibilities.

Eligibility

Persons eligible to participate in the Plan include all non-employee members of the Board, consisting of five directors following the 2019 Annual Meeting of Stockholders and approximately 34 employees and one consultant of Griffin and its subsidiaries and affiliates, as determined by the Administrator.

Limitation on Awards and Shares Available

This “say-on-frequency” voteThe maximum number of shares of Griffin common stock available for issuance under the Plan is advisory,equal to 386,926 and thereforesuch maximum is not bindingaffected by the First Amendment.  Notwithstanding the foregoing, no more than a total of 386,926 shares of Griffin common stock may be delivered upon exercise of ISOs under the Plan. Any shares that are subject to awards of options under the Plan will be counted against this limit as one (1) share for every one (1) share granted. The shares of Griffin common stock covered by the Plan may be treasury shares, authorized but unissued shares, or shares purchased in the open market. The market value (i.e., the closing price) of a share of Griffin common stock as of April 4, 2019 was $34.80.

If any shares subject to an award under the Plan are forfeited or expire or an award under the Plan is settled for cash, then any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, any shares tendered or withheld to satisfy the grant or

24

exercise price or tax withholding obligation pursuant to any award, and any shares purchased on the open market with the cash proceeds from the exercise of options, under the Plan, may not be used again for new grants. Any shares that again become available for grant will be added back as one (1) share if such shares were subject to an option under the Plan.

Awards granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by an entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock ("Substitute Awards") will not reduce the shares authorized for grant under the Plan. In no event shall a Substitute Award include any award made in connection with the cancellation and repricing of an option. Additionally, in the event that a company acquired by Griffin or any of its subsidiaries or affiliates or with which Griffin or any of its subsidiaries or affiliates combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan may be used for awards under the Plan and will not reduce the shares authorized for grant under the Plan, absent the acquisition or combination, and will only be made to individuals who were not employed by or providing services to Griffin or any of its subsidiaries or affiliates immediately prior to such acquisition or combination.

The maximum number of shares of Griffin common stock that may be subject to one or more awards granted to any one participant pursuant to the Plan during any fiscal year of Griffin is 50,000.

Awards

The Plan provides for the grant of both ISOs and nonqualified stock options. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the Plan, except that the Plan provides for formula option grants to Griffin's non-employee directors which are explained below in connection with the "New Plan Benefits" table. See the Summary Compensation Table and Grants of Plan-Based Awards Table for information on awards granted under the Plan to Griffin's named executive officers identified in those tables.

Stock options, including ISOs, and nonqualified stock options may be granted pursuant to the Plan. The option exercise price of all stock options granted pursuant to the Plan will not be less than 100% of the fair market value of Griffin common stock on the date of grant. Stock options may be exercised as determined by the Administrator, but in no event may a stock option have a term extending beyond the tenth anniversary of the date of grant. ISOs granted to any person who owns, as of the date of grant, stock possessing more than ten percent of the total combined voting power of all classes of Griffin stock, however, shall have an exercise price that is not less than 110% of the fair market value of Griffin common stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. The aggregate fair market value of the shares with respect to which options intended to be ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000.

Payment Methods

The Administrator will determine the methods by which payments by any award holder with respect to any awards granted under the Plan may be paid, the form of payment, including, without limitation: (1) cash or check; (2) shares of our common stock issuable pursuant to the award or held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a fair market value on the date of delivery equal to the aggregate payments required; (3) the delivery of a written or electronic notice that the award holder has placed a market sell order with a broker with respect to shares of our common stock then issuable upon exercise or vesting of an award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to us in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to Griffin upon settlement of such sale; or (4) other form of legal consideration acceptable to the Administrator. However, no participant who is a member of the Board or an "executive officer" of Griffin within the meaning of Section 13(k) of the Exchange Act will be permitted to make payment with respect to any awards granted under the Plan, or continue any extension of credit with respect to such payment in any method which would violate the prohibitions on loans made or arranged by Griffin as set forth in Section 13(k) of the Exchange Act.

25

Vesting and Exercise of an Award

The applicable award agreement governing an award will contain the period during which the right to exercise the award in whole or in part vests, including the events or conditions upon which the vesting of an award will occur or may accelerate. No portion of an award which is not vested at the holder's termination of service with us will subsequently become vested, except as may be otherwise provided by the Administrator in the agreement relating to the award or by action following the grant of the award.

Generally, an option may only be exercised while such person remains an employee, consultant or non-employee director of us or one of our subsidiaries or affiliates or for a specified period of time (up to the remainder of the award term) following the holder's termination of service with us or one of our subsidiaries or affiliates. An award may be exercised for any vested portion of the shares subject to such award until the award expires. Upon the grant of an award or following the grant of an award, the Administrator may provide that the period during which the award will vest or become exercisable will accelerate, in whole or in part, upon the occurrence of one or more specified events, including a change in control or a holder's termination of employment or service with us or otherwise.

Transferability

In general, no award under the Plan may be transferred other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a domestic relations order, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed.

Adjustment Provisions

Certain transactions with Griffin's stockholders not involving Griffin's receipt of consideration, such as a stock split, spin-off, stock dividend or certain recapitalizations may affect the share price of Griffin common stock (which transactions are referred to collectively as "equity restructurings"). In the event that an equity restructuring occurs, Griffin's Board will equitably adjust the class of shares issuable and the maximum number and kind of shares of Griffin common stock subject to the Plan (and the maximum number of shares deliverable pursuant to the exercise of ISOs under the Plan), and will equitably adjust outstanding awards as to the class, number of shares and price per share of Griffin common stock. Other types of transactions may also affect Griffin common stock, such as a dividend or other distribution, reorganization, merger, or other changes in corporate structure. In the event that there is such a transaction, which is not an equity restructuring, and Griffin's Board determines that an adjustment to the Plan and any outstanding awards would be appropriate to prevent any dilution or enlargement of benefits under the Plan, the Administrator will equitably adjust the Plan as to the class of shares issuable and the maximum number of shares of Griffin's common stock subject to the Plan (and the maximum number of shares deliverable pursuant to the exercise of ISOs under the Plan), as well as the maximum number of shares that may be issued to an employee during any calendar year, and will adjust any outstanding awards as to the class, number of shares, and price per share of Griffin's common stock in such manner as it may deem equitable.

Amendment and Termination

The Board or the Compensation Committee may terminate, amend, or modify the Plan at any time; however, except to the extent permitted by the Plan in connection with certain changes in capital structure, stockholder approval will be obtained for any amendment to (i) increase the number of shares available under the Plan, (ii) reduce the per share exercise price of the shares subject to any option below the per share exercise price as of the date the option was granted, and (iii) cancel any option in exchange for cash or another award when the option price per share exceeds the fair market value of the underlying shares. Subject to shareholder approval of the First Amendment, in no event may an award be granted pursuant to the Plan on or after the tenth anniversary of the date our Board approved the First Amendment. If shareholder approval of the First Amendment is not received, no future award will be made under the Plan.

26

Federal Income Tax Consequences

With respect to nonqualified stock options, Griffin is generally entitled to deduct and the optionee recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. A participant receiving ISOs will not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant will not recognize taxable income at the time of exercise. However, the excess of the fair market value of Griffin common stock received over the option price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and Griffin will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the tax consequences described for nonqualified stock options will apply.

Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to certain "covered employees" in a taxable year to the extent that compensation to such covered employee exceeds $1 million. It is possible that compensation attributable to awards under the Plan, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year.

New Plan Benefits

The Plan contains a formula for granting stock options to Griffin's non-employee directors. Assuming that Griffin stockholders approve the First Amendment, beginning in 2019 Griffin's non-employee directors will continue to be awarded options under the Plan. Pursuant to the formula set forth in the Plan, each non-employee director who is re-elected to the Board at any annual meeting of the Griffin stockholders will automatically (and for 2019, immediately following approval of the First Amendment) be granted an option to purchase the number of shares of stock equal to the ratio of (a) $40,000 to (b) the fair market value per share of stock as of the date of such annual meeting. Each individual who first becomes a non-employee director after the date the Plan becomes effective will automatically be granted an option to purchase the number of shares of stock equal to the ratio of (x) $60,000 to (y) the fair market value per share of stock as of the date of the individual becomes a non-employee director. Board members who are employees and who retire as employees but remain on the Board will not be granted an initial award, but will be eligible for annual awards at each annual meeting of Directors, the Compensation CommitteeCompany's stockholders following his or Griffinher retirement.

The following table sets forth the expected option grants under the Plan that will be made to Griffin's non-employee directors in any way. However,2019, assuming that Griffin's stockholders approve the First Amendment, that four of Griffin's non-employee directors are re-elected to the Board in 2019, and that one new non-employee director is elected or appointed to the Board in 2019. Mr. Danziger will not be entitled to receive an option grant in 2019 in respect of Directorshis service as a non-employee director.

 

 

 

 

 

 

 

 

Dollar Value

 

Number of Shares

Name and Position

    

($)

    

Underlying Awards

Non-Employee Director Group

 

$

220,000

 

(1)

(1)

The number of shares underlying awards to our non-employee directors will be determined at the date of the grant of the award.

Because the grant of awards under the Plan, other than with respect to awards to non-employee directors as described above, is within the discretion of the Administrator, and the Compensation Committee valueAdministrator has not made any other determination as to grants or awards to be made under the opinionsPlan, the Company cannot determine any other participants that the Administrator will select to participate in the Plan, or the type or size of Griffin’s stockholdersany other award that will in the future be received by or allocated to any participant in the Plan. The Company also cannot determine the participants that the Administrator would have selected to participate in the Plan, or the type or size of any award that the Administrator would have approved, had the Plan been in effect during the last fiscal year.

27

Interest of Certain Persons in the Plan

Stockholders should understand that Griffin's executive officers and intendnon-employee directors may be considered to consider Griffin’s stockholders’ views regarding how oftenhave an interest in the approval of the Plan because they should havemay in the opportunity to approve, on an advisory (non-binding) basis, the compensation of Griffin’s named executive officers.

Because this vote is advisory and not binding onfuture receive awards under it. Nevertheless, the Board of Directors or Griffin, the Board of Directors may decidebelieves that it is inimportant to provide incentives and rewards for superior performance and the best interestsretention of Griffin to hold an advisory vote onexperienced directors by implementing the compensation of its named executive officers more or less frequently than the option approved or recommended by our stockholders. However, Griffin values the opinions of its stockholders expressed through your vote on this proposal.Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS SELECT “ONE YEAR” YOU VOTE FOR THE ADVISORY VOTE ON THE FREQUENCY

APPROVAL OF THE ADVISORY VOTE ONFIRST AMENDMENT TO THE COMPENSATION OF GRIFFIN’S NAMED EXECUTIVE OFFICERS.GRIFFIN 2009 STOCK OPTION PLAN

ThisThe proposal to approve the First Amendment to the Griffin 2009 Stock Option Plan requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock of Griffin that are presentrepresented in person or by proxy at the Annual Meeting and entitled to vote thereon. If no frequency receiveson 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.proposal.

HOUSEHOLDING

The SEC’s rules permit Griffin to deliver a single set of proxy materials to one address shared by two or more of its stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, Griffin has delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. Griffin agrees to deliver promptly, upon written or oral request, a separate copy of proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of proxy materials, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify Griffin if you hold registered shares. Registered stockholders may notify Griffin by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address.

A copy of Griffin’s Annual Report on Form 10‑KK/A filed with the Securities and Exchange Commission,SEC, including the financial statements and the financial statement schedules thereto, is available to Griffin’s stockholders without charge at Griffin’s Web site (www.griffinindustrial.com)(www.griffinindustrial.com), at the Web site  (http://www.sec.gov/) maintained by the Securities and Exchange CommissionSEC (http://www.sec.gov/) and at the public reference facilities maintained by the Securities and Exchange CommissionSEC at 100 F Street, N.E., Washington, DC 20549. In addition, a limited number of copies are available at Griffin’s offices, without charge, and may be obtained upon written request to:

 

 

 

Griffin Industrial Realty, Inc.

 

641 Lexington Avenue

 

26th Floor

 

New York, New York 10022

 

Attention: Corporate Secretary

 

 

Dated: April 5, 2017

 

28

Appendix A

FIRST AMENDMENT TO THE GRIFFIN INDUSTRIAL REALTY, INC.

2009 STOCK OPTION PLAN

This FIRST AMENDMENT TO THE GRIFFIN INDUSTRIAL REALTY, INC. 2009 STOCK OPTION PLAN (the “First Amendment”) is hereby adopted by the Board of Directors of Griffin Industrial Realty, Inc. (the “Company”) on April 3, 2019.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned in the Griffin Industrial Realty, Inc. 2009 Stock Option Plan (the “Option Plan”).

RECITALS:

WHEREAS, the Company currently maintains the Option Plan;

WHEREAS, pursuant to Section 9.1 of the Option Plan, the Option Plan may be wholly or partially amended or otherwise modified at any time or from time to time by the Board; and

WHEREAS, the Board has deemed it advisable and in the best interests of the Company to amend the Option Plan as described herein.

NOW, THEREFORE, THE BOARD HAS DECLARED that, subject to the approval of the stockholders of the Company and effective as of the date of such stockholder approval (the “Amendment Date”), the Option Plan shall be amended as follows:

1.Section 2.18 of the Option Plan is hereby amended and restated in its entirety as follows:

““Effective Date” shall mean April 3, 2019.”

2.The last sentence of Section 9.1 of the Option Plan is hereby amended and restated in its entirety as follows:

“No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after April 3, 2029.”

3.This Amendment shall be, effective as of the Amendment Date, subject to its approval by the stockholders of the Company within twelve (12) months following the date hereof. To the extent this First Amendment is not approved by the stockholders of the Company within twelve (12) months following the date hereof, it shall be of no force and effect. 

4.Upon the Amendment Date, this Amendment shall be incorporated in and form a part of the Option Plan.

5.Except as set forth herein, the Option Plan shall remain unchanged and in full force and effect following the Amendment Date.

* * * * *

I hereby certify that the foregoing First Amendment to the Griffin Industrial Realty, Inc. 2009 Stock Option Plan was duly adopted by the Board of Directors of Griffin Industrial Realty, Inc. on April 3, 2019.

GRIFFIN INDUSTRIAL REALTY, INC.

By:   

/s/ Anthony J. Galici

Name:

Anthony J. Galici

Title:

Vice President, Chief Financial Officer

 

 

 

 

33

 

 

 

Doc1_griffin proxy card 3-31 final_page_1.gif455454-7-ba_aa_page_1.gif

1234567 VOTE BY MAILIf you would like to reduce the costs incurred by our company in mailing proxy materials, the instructions above to vote using the Internet and, when prompted, indicate that you Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, 123,456,789,012.12345 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the The Board of Directors recommends you vote FOR all the following: nominee(s) onnominees listed below: 1. The election of seven directors to serve for a one-year term expiring at the line below.2020 annual meeting or until their successors are duly elected and qualified. Nominees David R. Bechtel For 0 0 0 1. Election of Directors Nominees0 0 0 0 For 0 Against 0 0 0 0 0 0 0 Against 0 Abstain 0 0 0 0 0 0 0 Abstain 0 For 0 Against 0 Abstain 0 01 David R. Bechtel 06 Jonathan P. May 02 Edgar M. Cullman, Jr. 07 Albert H. Small, Jr. 03 Frederick M. Danziger 04 Michael S. Gamzon 05 Thomas C. Israel The Board of Directors recommends you vote FOR proposals 2 and 3 2. Ratification of the selection of RSM US LLP as Griffin's Independent Registered Public Accountants for fiscal 2017. 3. Approval, on an advisory (non-binding) basis, of the compensation of Griffin's Named Executive Officersnamed executive officers as presented in Griffin's Proxy Statement. For02 Edgar M. Cullman, Jr. 0 0 1 year 2 years Against 0 0 3 years 0 Abstain 0 0 Abstain 0 The Board of Directors recommends you vote 1 YEAR on the following proposal:03 Frederick M. Danziger 4. Approval on an advisory (non-binding) basis, of the frequencyFirst Amendment to the Griffin 2009 Stock Option Plan to extend the term of future advisory votes on the compensation of Griffin's Named Executive Officers.such plan. 04 Michael S. Gamzon 05 Jonathan P. May NOTE: Such other business as may properly come before the meeting or any postponement, continuation, or adjournment thereof. 0 0 John Sample attorney, executor, administrator, or other fiduciary, please give full ANY CITY, ONA1A 1A1 partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 02 0000000000 1 OF 1 106 Amy Rose Silverman 07 Albert H. Small, Jr. The Board of Directors recommends you vote FOR proposals 2, 0000328691_1 R1.0.1.153 and 4. 2. Ratification of the selection of RSM US LLP as Griffin's independent registered public accountants for fiscal 2019. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or Investor Address Linepartnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 02 0000000000 1 Investor Address LineOF 1 1 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 1234 ANYWHERE STREET0000416625_1 R1.0.1.18 SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 05/13/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 John Sample234567P.M. Eastern Time the day before the cut-off date or meeting date.on 05/13/2019. Have your proxy card in hand when you call and then follow the instructions. John Sample 234567VOTE BY MAIL 1234567 Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY1234567NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC. - 401 K CONTROL # → SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 GRIFFIN INDUSTRIAL REALTY, INC. ATTN: ANTHONY GALICI, VP CHIEF FINANCIAL OFFICER AND SECRETARY 204 WEST NEWBERRY ROAD BLOOMFIELD, CT 06002 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ONA1AON A1A 1A1 234567 234567 234567 234567

 

 

 

Doc1_griffin proxy card 3-31 final_page_2.gif455454-7-ba_aa_page_2.gif

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com GRIFFIN INDUSTRIAL REALTY, INC. Annual Meeting of Stockholders May 9, 201714, 2019 2:00 PM ET This proxy is solicited by the Board of Directors The undersigned holder(s) of Common Stock of Griffin Industrial Realty, Inc. ("Griffin") hereby authorizes and appoints Frederick M. Danziger and Michael S. Gamzon, or either of them, as proxies with full power of substitution in each, to represent the undersigned and to vote, as designated on the reverse side of this proxy card, all of the shares of Common Stock of Griffin that the undersigned is/are entitled to vote at the Annual Meeting of Stockholders to be held at 2:00 PM local time, on May 9, 2017,14, 2019, at the New YorkDoubleTree by Hilton Hotel, 1335569 Lexington Avenue, of the Americas, New York, NY 1001910022 and any adjournment, continuation or postponement thereof. Such proxies are authorized to vote in their discretion (x) for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made, and (z) on such other business as may properly be brought before the meeting or any adjournment, continuation, or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side 0000328691_2 R1.0.1.150000416625_2 R1.0.1.18