WD-40 Files DEF 14A, Details Executive Compensation
Ticker: WDFC · Form: DEF 14A · Filed: Nov 8, 2024 · CIK: 105132
| Field | Detail |
|---|---|
| Company | Wd 40 Co (WDFC) |
| Form Type | DEF 14A |
| Filed Date | Nov 8, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, executive-compensation, corporate-governance
TL;DR
WD-40's 14A is out, showing exec pay details for FY24. Vote wisely.
AI Summary
WD-40 Company filed its DEF 14A on November 8, 2024, for the fiscal year ending August 31, 2024. The filing details executive compensation and other corporate governance matters. Key financial periods covered include fiscal years 2021 through 2024, with specific attention to equity awards granted to executive members.
Why It Matters
This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company leadership and strategy.
Risk Assessment
Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating new or unusual risks.
Key Numbers
- 2024 — Fiscal Year End (The filing covers the fiscal year ending August 31, 2024.)
- 2021-2024 — Reporting Period (The filing includes data and discussions related to fiscal years 2021 through 2024.)
Key Players & Entities
- WD-40 CO (company) — Filer of the DEF 14A
- 20241108 (date) — Filing date
- 2024-08-31 (date) — Fiscal year end
FAQ
What is the primary purpose of a DEF 14A filing?
A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.
What fiscal year does this DEF 14A filing primarily cover?
This DEF 14A filing by WD-40 Company covers the fiscal year ending August 31, 2024.
What specific types of compensation data are detailed in this filing?
The filing details equity awards granted to executive members ('PeoMember') and non-executive members ('NonPeoNeoMember') for various fiscal years, including changes in fair value and vesting conditions.
When was this DEF 14A filing submitted to the SEC?
This DEF 14A filing was submitted to the SEC on November 8, 2024.
What is the standard industrial classification for WD-40 Company?
The standard industrial classification for WD-40 Company is Miscellaneous Chemical Products [2890].
Filing Stats: 4,549 words · 18 min read · ~15 pages · Grade level 12.2 · Accepted 2024-11-08 16:13:36
Key Financial Figures
- $0.001 — had 13,553,739 shares of common stock, $0.001 par value, outstanding. Stockholders of
Filing Documents
- wdfc-20241108.htm (DEF 14A) — 1152KB
- wdfc-20241108_g1.jpg (GRAPHIC) — 3KB
- wdfc-20241108_g10.jpg (GRAPHIC) — 48KB
- wdfc-20241108_g11.jpg (GRAPHIC) — 273KB
- wdfc-20241108_g12.jpg (GRAPHIC) — 278KB
- wdfc-20241108_g13.jpg (GRAPHIC) — 298KB
- wdfc-20241108_g14.jpg (GRAPHIC) — 199KB
- wdfc-20241108_g15.jpg (GRAPHIC) — 311KB
- wdfc-20241108_g2.jpg (GRAPHIC) — 94KB
- wdfc-20241108_g3.jpg (GRAPHIC) — 30KB
- wdfc-20241108_g4.jpg (GRAPHIC) — 28KB
- wdfc-20241108_g5.jpg (GRAPHIC) — 32KB
- wdfc-20241108_g6.jpg (GRAPHIC) — 29KB
- wdfc-20241108_g7.jpg (GRAPHIC) — 128KB
- wdfc-20241108_g8.jpg (GRAPHIC) — 116KB
- wdfc-20241108_g9.jpg (GRAPHIC) — 23KB
- 0000105132-24-000085.txt ( ) — 6587KB
- wdfc-20241108.xsd (EX-101.SCH) — 2KB
- wdfc-20241108_lab.xml (EX-101.LAB) — 4KB
- wdfc-20241108_pre.xml (EX-101.PRE) — 2KB
- wdfc-20241108_htm.xml (XML) — 227KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13 Delinquent Section 16(a) Reports 15 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 15 Board Leadership and Risk Oversight 16 Board Meetings, Committees and Annual Meeting Attendance 17 Equity Holding Requirement for Directors 17 Insider Trading Policy – Prohibited Trading Transactions 17 Communications with the Board 18 DIRECTOR COMPENSATION 18 BOARD COMMITTEES 20 Corporate Governance Committee 20 Board and Committee Self-Evaluation 20 Nomination Policies and Procedures 21 Continuing Education and Certifications 21 Skills and Diversity Matrices 21 Audit Committee 23 Finance Committee 23 Compensation and Pe ople Committee 24 Compensation Committee Interlocks and Insider Participation 24 ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES 24 INFORMATION REGARDING OUR EXECUTIVE OFFICERS 26 COMPENSATION DISCUSSION AND ANALYSIS 27 Executive Summary of Executive Compensation Decisions and Results 27 Governance of Executive Officer Compensation Program 30
Executive Compensation Philosophy and Framework
Executive Compensation Philosophy and Framework 30 Executive Officer Compensation Decisions for Fiscal Year 2024 32 Other Compensation Policies 39 COMPENSATION AND PEOP LE COMMITTEE REPORT 41
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 42 Summary Compensation Table 42 Pay versus Performance Table 43 Grants of Plan-Based Awards – Fiscal Year 2024 47 Outstanding Equity Awards at 202 4 Fiscal Year End 48 Stock Vested – Fiscal Year 202 4 48 Nonqualified Deferred Compensation – Fiscal Year 202 4 50 Change of Control Severance Agreements 50 CEO Pay Ratio 51 EQUITY COMPENSATION PLAN INFORMATION 52 AUDIT RELATED MATTERS 52 Fees Paid to Independent Registered Public Accounting Firm 52 Pre-approval Policies and Procedures 52 Related Party Transactions Review and Oversight 53 AUDIT COMMITTEE REPORT 54 STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR OUR 202 5 ANNUAL MEETING 55
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS 55 INCORPORATION BY REFERENCE 56 PROXY STATEMENT SUMMARY We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and 2024 Annual Report before you vote. 2024 ANNUAL MEETING OF STOCKHOLDERS Date and Time: December 12, 2024, at 10:00 a.m., Pacific Time Record Date: November 1, 2024 Virtual Meeting Place: http://meetnow.global/MXR5DGV Meeting Webcast: Available on the Company's investor relations website at http://investor.wd40company.com beginning at 10:00 a.m., Pacific Time, on December 12, 2024 VOTING MATTERS AND BOARD RECOMMENDATIONS Management Proposals: Board Recommendations Page Election of Directors (Item No. 1) FOR all Director Nominees 4 Advisory Vote to Approve Executive Compensation ("Say on Pay") (Item No. 2) FOR 11 Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2025 (Item No. 3 ) FOR 12 FAQS AND GENERAL INFORMATION Q: Why am I receiving these proxy materials? A: This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of the Company for use at its annual meeting to be held on Thursday, December 12, 2024, and at any postponements or adjournments thereof. At the annual meeting, the Company's stockholders will consider and vote upon (i) the election of directors to the Board for the ensuing year; (ii) an advisory vote to approve compensation for our named executive officers ("NEOs"); and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025. Detailed information concerning these matters is set forth below. Management knows of no other business to come before the annual meeting. Q: When and where will the annual meeting be held? A: To provide expanded access to our stockholders