Bradley J. Gross(4)
Gerald J. Cardinale and Bradley J. Gross have served on Griffon’s Board of Directors since September 2008 as designees of GS Direct.
Mr. Bradley J. Gross (age 40) has been a director since September 2008.
Mr. Gross is a Managing Director in the Principal Investment Area of Goldman Sachs, a position he has held since 2007.
From 2003 to 2007, he was a vice president at Goldman Sachs.
Mr. Gross also serves on the board of directors of Aeroflex, Inc. (NYSE:ARX), a leading worldwide provider of highly specialized test and measurement equipment and microelectronic solutions, Cequel Communications LLC, a provider of cable television services in certain U.S. territories serving 1.3 million basic subscribers, Americold Realty Trust, the largest provider of temperature controlled storage and logistics in the United States, Interline Brands, Inc., a leading distributor of maintenance, repair and operations products, and various other private companies in which Goldman Sachs is an investor.
Mr. Gross formerly served on the Board of Capmark Financial Group Inc., a diversified holding company that provides financial services to investors in commercial real estate-related assets.
is a designee of GS Direct
, an affiliate of Goldman Sachs.
service on a variety of corporate boards and his
experience in evaluating different potential investments and acquisitions and in related financings allow him to assist the Board in assessing financing and acquisition activities from a financial point of view.
Alpert, Bell, Cardinale, Gross
, Fogg, Harrison, Kutyna, Sussman, Waldorf and Whalen are independent under New York Stock Exchange Rule 303A.
Cardinale and Gross
, the Board considered, among other things, that these directors hold senior management positions with GS Direct
, and considered the relationships and transactions between Griffon and GS Direct, which are described above under “Election of Directors—Agreement with Investors” and below under “Certain Relationships and Related Person Transactions.” In concluding that these relationships and transactions do not result in a “material relationship” between Griffon and Goldman Sachs
that would impede the exercise of independent judgment by Messrs.
Cardinale and Gross
, the Board considered, among other things, that GS Direct’s rights and obligations arise directly as a result of its Griffon
stock ownership (as disclosed in more detail below under “Certain Relationships and Related Person Transactions”), and that the fees and expenses paid to affiliates of GS Direct
in connection with certain services performed by these affiliates in the last three years, were not material to Goldman Sachs
or to Griffon.
Cardinale and Gross have served as members of the Finance Committee as designees of GS Direct since September 2008; it is our understanding that Mr. Cardinale is retiring from Goldman Sachs effective December 31, 2012.
Bradley J. Gross(3)
Cardinale and Gross are managing directors of Goldman Sachs.
in their capacity as directors pursuant to our director compensation program.