wdfc-20241108

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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WD-40 COMPANY

(Name of Registrant as Specified In Its Charter)

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

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9715 Businesspark Avenue

San Diego, California 92131

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2024 Annual Meeting of Stockholders (“annual meeting”) of WD-40 Company (“Company”) will be held solely via a live audio webcast at the following virtual location and for the following purposes:


When:		Thursday, December 12, 2024 at 10:00 a.m., Pacific Time

Where:		http://meetnow.global/MXR5DGV

Items of Business:	1.	To elect a Board of Directors (“Board”) for the ensuing year and until their successors are elected and qualified;
	2.	To hold an advisory vote to approve executive compensation;
	3.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025; and
	4.	To consider and act upon such other business as may properly come before the annual meeting.

Who Can Vote:		Only the stockholders of record at the close of business on November 1, 2024 are entitled to vote at the annual meeting. This proxy statement (“Proxy Statement”), enclosed form of proxy, and the Company’s 2024 Annual Report (collectively, “proxy materials”) are first sent to stockholders on or about November 12, 2024.

Attending the Virtual Annual Meeting		To expand access to our stockholders, our annual meeting will be conducted virtually. You may attend and participate in the annual meeting online, vote your shares electronically, and submit your questions prior to and during the annual meeting by visiting: http://meetnow.global/MXR5DGV. There is no physical location for the annual meeting. Please see “How can I participate in the virtual annual meeting?” beginning on page 1 for information about how to attend and participate in the annual meeting.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:


VIA THE INTERNET Visit the website listed on your proxy card			BY MAIL Sign, date and return your proxy card in the enclosed envelope

BY TELEPHONE Call the telephone number on your proxy card			VIA LIVE VIRTUAL MEETING Attend the annual meeting at
			http://meetnow.global/MXR5DGV

By Order of the Board of Directors,

Phenix Q. Kiamilev

Vice President, General Counsel and Corporate Secretary

San Diego, California


			November 8, 2024

TABLE OF CONTENTS


			Page
PROXY STATEMENT SUMMARY			1
FAQS AND GENERAL INFORMATION			1
HOUSEHOLDING OF PROXY MATERIALS			3
PROPOSALS:			4
ITEM NO. 1: ELECTION OF DIRECTORS			4
ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			11
ITEM NO. 3 : RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			12
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			30
Executive Officer Compensation Decisions for Fiscal Year 2024			32
Other Compensation Policies			39
COMPENSATION AND PEOP LE COMMITTEE REPORT			41
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			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

Advisory Vote to Approve Executive Compensation (“Say on Pay”) (Item No. 2)

FOR

Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025 (Item No. 3 )

FOR

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, our annual meeting will be a virtual meeting of stockholders conducted solely via a live audio webcast, accessible at http://meetnow.global/MXR5DGV. Although no physical in-person meeting will be held, we designed the format of our annual meeting to ensure that our stockholders of record who attend the annual meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.

The annual meeting will begin promptly at 10:00 a.m., Pacific Time, on Thursday, December 12, 2024. Online access to the audio webcast will open 15 minutes prior to the start of the annual meeting. Stockholders are encouraged to access the annual meeting prior to the start time and allow ample time to log into the audio webcast and test their computer systems.

Q: How can I participate in the virtual annual meeting?

A:The annual meeting will be conducted solely by live audio webcast and utilize the latest technology to expand access, improve communication, and save costs for stockholders and the Company. Anyone may enter the annual meeting as a guest in listen-only mode by selecting “I am a Guest,” but only stockholders as of the record date and holders of

valid proxies are entitled to vote or ask questions at the annual meeting. To participate in the annual meeting, you will need to review the information included on proxy card or the instructions that accompanied your proxy materials.

Stockholders of Record

If you are a registered stockholder (that is, if you hold your shares through our transfer agent, Computershare), you do not need to register to attend the annual meeting. You can participate in the annual meeting by accessing http://meetnow.global/MXR5DGV. You will be able to attend the annual meeting online, ask a question and vote by following the instructions on the proxy card, or the instructions that accompanied your proxy materials. If you cannot locate your proxy card but would still like to attend the annual meeting, you can join as a guest. Guest attendees will not be allowed to vote or submit questions at the annual meeting. Stockholders are encouraged to vote and submit proxies in advance of the annual meeting by internet, telephone or mail as early as possible.

Beneficial Owners

If you hold your shares through an intermediary, such as a bank or broker, you have several options to participate in the annual meeting.

If you would like to attend the annual meeting and do not want to ask questions or vote you can simply join the annual meeting as a guest. You can participate in the annual meeting by accessing http://meetnow.global/MXR5DGV. Guest attendees will not be allowed to vote or submit questions at the annual meeting. Stockholders are encouraged to vote and submit proxies in advance of the annual meeting by internet, telephone or mail as early as possible.

If you are a beneficial owner and want to attend the annual meeting, ask a question and/or vote, you have two options:

1)Most beneficial holders do not need to register in advance and will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option may not be available for every type of beneficial owner voting control number. The absence of this option shall not impact the validity of the annual meeting. Most beneficial holders can participate in the annual meeting by accessing http://meetnow.global/MXR5DGV, which enables them to attend the annual meeting online, ask a question and vote by following the instructions on the proxy card, or the instructions that accompanied their proxy materials.

2)Beneficial owners may choose to register in advance of the annual meeting if they prefer to use this traditional, paper-based option. To register to participate in the annual meeting, submit proof of your proxy power (legal proxy) reflecting your WD-40 Company (WDFC) holdings, along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m., Pacific Time, on December 6, 2024, using one of the following methods:

•Email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

•Mail: Send a copy of the email or correspondence from your broker, or include your legal proxy, to WD-40 Company Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Upon receipt of your valid legal proxy, Computershare will provide you with a control number by email. Once provided, you can attend and participate in the annual meeting by accessing http://meetnow.global/MXR5DGV. Enter the control number provided by Computershare.

Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy using the methods described in the materials sent to you, or by following the instructions at www.envisionreports.com/WDFC.

Our annual meeting procedures are intended to authenticate stockholders’ identities, allow stockholders to give their voting instructions, confirm that stockholders’ instructions have been recorded properly, and comport with applicable legal requirements.

Q: What constitutes a quorum in order to hold and transact business at the annual meeting?

A: The close of business on November 1, 2024 is the record date for stockholders entitled to notice of and to vote at the annual meeting. On the record date, the Company had 13,553,739 shares of common stock, $0.001 par value, outstanding. Stockholders of record entitled to vote at the annual meeting will have one vote for each share so held on the matters to be voted upon. If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” A majority of the outstanding shares will constitute a quorum at the meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. Broker non-votes are shares that are held of record by a bank or broker as to which the bank or broker has not received instructions from the beneficial owner as to how the shares are to be voted.

Q: If I hold my shares through a broker, how do I vote?

A: If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. It is important that you cast your vote if you want it to count in (i) the election of directors to the Board for the ensuing year, (ii) the advisory vote to approve compensation for our NEOs, and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025. Your broker will only be permitted to exercise its discretionary authority to vote on your behalf as to the ratification of the appointment of PricewaterhouseCoopers LLP. You should have received voting instructions with these proxy materials. Follow the instructions to vote or to request further voting instructions as set forth on the proxy materials you have received.

Q: How will my vote be cast if I provide instructions or return my proxy and can I revoke my proxy?

A: If the enclosed form of proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the instructions specified thereon. If no specified instruction is given with respect to a particular matter on your proxy, your shares will be voted by the proxy holder as set forth on your proxy. A proxy may be revoked by attendance at the annual meeting or by filing a proxy bearing a later date with the Corporate Secretary of the Company.

Q: How are the proxies solicited and what is the cost?

A: The cost of soliciting proxies will be borne by the Company. Solicitations other than by mail may be made by telephone or in person by employees of the Company for which the expense will be nominal. We may also reimburse persons representing beneficial owners for their reasonable expenses incurred in forwarding such materials.

HOUSEHOLDING OF PROXY MATERIALS

The U.S. Securities and Exchange Commission (“SEC”) rules permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Proxy Statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Several banks and brokers with account holders that are our stockholders will be householding our proxy materials. A single Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your bank or broker, direct your written request to investorrelations@wd40.com, Investor Relations, 9715 Businesspark Ave., San Diego, CA 92131 or contact Investor Relations by telephone at +1 (800) 448-9340. Stockholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their bank or broker.

PROPOSALS

ITEM NO. 1

ELECTION OF DIRECTORS

At the annual meeting, the 10 nominees named below under the heading, Director Nominees, will be presented for election as directors to serve until the next annual meeting of stockholders when their successors may be elected or appointed. In the event any nominee is unable or declines to serve as a director at the time of the annual meeting, any proxy granted to vote for such nominee will be voted for a nominee designated by the present Board to fill such vacancy.

A nominee for election to the Board will be elected as a director if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Holders of common stock are not entitled to cumulate their votes in the election of directors. Withheld votes and broker non-votes are not counted as votes in favor of any nominee.

If an incumbent director nominee fails to receive more votes for election as a director than votes against election, the incumbent director will continue to serve as a director until a successor is elected or appointed. However, pursuant to Corporate Governance Guidelines adopted by the Board, such director nominee will be expected to tender his or her resignation to the Corporate Governance Committee of the Board. The Corporate Governance Committee will promptly consider such resignation and present a recommendation to the Board to accept or reject such resignation for formal action to be taken within 90 days following the annual meeting.

Article III, Section 3.2 of the Bylaws of the Company (amended and restated on June 17, 2024) provides that, unless otherwise specified in the Certificate of Incorporation, the authorized number of directors of the Company shall not be less than seven nor more than 12 until changed by amendment duly adopted by the stockholders. Within the specified limits, the exact number of directors is to be fixed from time to time by a resolution duly adopted by the Board or by the stockholders. By resolution of the Board adopted on June 17, 2024, the authorized number of directors is to be fixed at ten, upon the retirement and resignation of Gregory A. Sandfort as director and non-executive Chair of the Company’s Board, effective December 12, 2024.

After serving over 13 years as a director on the Company’s Board, including its non-executive Chair since 2022 and its lead independent director from 2020 to 2022, Mr. Sandfort provided notice to the Company in June 2024 of his decision not to stand for re-election. Mr. Sandfort will continue to serve as non-executive Chair of the Board until the annual meeting when his term expires.

DIRECTOR NOMINEES

Director Nominees

Independent1

Audit

Compensation and People

Corporate
Governance

Finance

Steven A. Brass

Cynthia B. Burks

Daniel T. Carter

Chair2

Eric P. Etchart

Chair

Lara L. Lee

Edward O. Magee, Jr.

Trevor I. Mihalik

ü2

Chair

Graciela I. Monteagudo

David B. Pendarvis

Anne G. Saunders

Chair

1The Board has determined that each director nominee (except for Mr. Brass):

(i)has no material relationship with the Company (either directly or indirectly through an immediate family member or as a partner, stockholder or officer of an organization that has a relationship with the Company), and

(ii)is an independent director as defined in the Marketplace Rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”).

2The Board determined that Mr. Carter and Mr. Mihalik are each an “audit committee financial expert” as defined by regulations adopted by the SEC.



STEVEN A. BRASS, CEO AND PRESIDENT

Director since: March 2022
Age: 58

Experience (Highlights):						Qualifications (including Skills and Certifications):

Mr. Brass was appointed CEO, effective 8/2022 and continues to serve as President, a position that he has held since 2019. He joined the Company in 1991 as International Area Manager at the Company’s U.K. subsidiary and has since held several management positions including Country Manager in Germany, Director of Continental Europe, European Sales Director, and European Commercial Director. From 2016 until 2019, Mr. Brass served as Division President, Americas, and from 2019 to 8/2022, as COO.						As CEO and President of the Company, Mr. Brass offers the Board a broad and deep Company-based perspective. In addition, his specific knowledge of the Company’s operations, coupled with his breadth of experience with international markets and our domestic market, provides the Board with valuable insight.



CYNTHIA B. BURKS

Independent Director since: December 2022						Committees:
Age: 58						▪ Audit Committee, member
						▪ Compensation and People Committee, member

Experience (Highlights):						Qualifications (including Skills and Certifications):

Ms. Burks serves as the managing member of Excel Advising, LLC, which was formed in 11/2022 and offers executive coaching and human resources consulting services. From 2019 to 2022, Ms. Burks was SVP and chief people and culture officer at Genentech, Inc. (formerly NYSE: DNA). From 2011 to 2019, she held various human resource management roles at Genentech-affiliated companies, including VP, human resources. Ms. Burks has also held human resource and organizational development positions in industries including media, consumer goods and technology.						Ms. Burks has earned certifications in the areas of corporate directorship, executive compensation, and climate. Ms. Burks’ extensive knowledge of human capital strategy, including talent management, succession planning, compensation strategy, designing culture to increase competitive advantage, diversity, equity and inclusion, and organizational design, would enhance the Board’s management oversight capabilities.

Other Public Company Boards:						Other Boards (Highlights):

Inspire Medical Systems, Inc. (NYSE: INSP), since 8/2022						Current:
▪ Organization and Compensation Committee, member
						▪ Torch (an educational software company), since 11/2021
						▪ Sellars Absorbent Materials, Inc. (a manufacturer of absorbents made with recycled fibers), since 8/2022

						Previous:

						Genentech Foundation (non-profit), 2020 to 2022


DANIEL T. CARTER

Independent Director since: 2016						Committees:
Age: 68						▪ Audit Committee, chair
						▪ Corporate Governance Committee, member
						▪ Finance Committee, member

Experience (Highlights):						Qualifications (including Skills and Certifications):

Mr. Carter served as EVP and CFO of BevMo! from 2009 until his retirement in 2016. He also served as CFO of the following companies: Semtek, Inc. (2008 to 2009); Charlotte Russe Holding, Inc. (1998 to 2007); and Advanced Marketing Services (1997 to 1998). From 1986 to 1997, he was employed by Price Club and its follow-on entities, serving as SVP for PriceCostco and CFO for Price Enterprises. Mr. Carter began his career as an auditor with Ernst & Young LLP.						Mr. Carter is a Certified Public Accountant (inactive) in California, and the Board has designated Mr. Carter as one of two financial experts who serve on our Audit Committee. Mr. Carter is recognized as a NACD Board Leadership Fellow and has earned Harvard’s Corporate Director Certificate and Carnegie-Mellon’s CERT Certificate in Cyber-Risk Oversight. Mr. Carter’s financial expertise, considerable knowledge of the retail industry and financial experience provide the Board with a breadth of relevant skills and experience.

						Other Board(s):

						Chosen Foods, LLC (1/2018 - 8/2021)

ERIC P. ETCHART

Independent Director since: 2016

Committees:

Age: 68

▪ Corporate Governance Committee, chair

▪ Finance Committee, member

Experience (Highlights):

Qualifications (including Skills and Certifications):

Mr. Etchart served as SVP of The Manitowoc Company, Inc. (NYSE: MTW) from 2007 until his retirement in 1/2016. He served as SVP, business development, from 2015 to 2016 and as president and general manager of the Manitowoc Crane Group from 2007 to 2015. From 1983 to 2007, Mr. Etchart held various sales, marketing and management positions at subsidiaries and predecessor companies of MTW.

Mr. Etchart is a French national and has held management positions in China, Singapore, Italy, France and the U.S. He is recognized as a NACD Board Leadership Fellow and has earned certifications in Climate Leadership and ESG Leadership. These certifications focus on climate risk and related business strategy, board-related fiduciary obligations, climate-related government regulations, reporting and disclosure requirements, investor engagement, learning how to identify opportunities and overcome challenges related to setting, executing against and measuring ESG goals. Mr. Etchart’s breadth of international finance, marketing, board and management experience provides important perspective to the Board. His commitment to the highest standards of board leadership, with an emphasis on ESG, demonstrates the Board’s continued commitment to good governance.

Other Public Company Boards:

Other Boards:

Graco Inc. (NYSE: GGG), since 2010

▪ Audit Committee, member

▪ Governance Committee, member

UPERIO Group (tower and self-erecting cranes supplier)

▪ ESG Committee, chair

Alamo Group Inc. (NYSE: ALG), since 2015

▪ Compensation Committee, member

▪ Nominating / Corporate Governance Committee, chair

LARA L. LEE

Independent Director since: December 2020

Committees:

Age: 61

▪ Audit, member

▪ Compensation and People Committee, member

Experience (Highlights):

Qualifications (including Skills and Certifications):

Ms. Lee operates Lara Lee Associates LLC dba Creative Renewal, which offers governance, consulting, and advisory services. From 2016 to 2018, Ms. Lee served as president of Orchard Supply Hardware, which was a subsidiary of Lowe’s Companies, Inc. (NYSE: LOW), and from 2013 to 2018, as an SVP of Lowe’s. From 2011 to 2013 she served as chief innovation and operating officer for Continuum, a global consultancy firm. She was also a partner at an innovation firm, Jump Associates, from 2007 to 2010. Ms. Lee’s prior experience included 15 years at Harley-Davidson Motor Company as division head, VP, business unit leader, and in various European and Asian strategy and business development roles.

Ms. Lee began her career with Ernst & Whinney (now Ernst & Young LLP) in Washington, D.C. and Singapore. Ms. Lee is a NACD Certified Director and earned an ESG certificate from Berkeley Law Executive Education. Ms. Lee’s diverse international business and management experience, including expertise in retail, market development, strategic marketing (including digital, e-commerce and channel marketing), brand development, and innovation across industries and international markets, provides the Board with valuable insights.

Other Public Company Boards:

Other Boards (Highlights):

Current:

Marrone Bio Innovations, Inc. (formerly NASDAQ: MBII; acquired by Bioceres Crop Solutions Corp. now NASDAQ: BIOX), director, member of Audit Committee and Compensation Committee, and designated board ESG lead (11/2020 - 7/2022)

▪ Independence Holdings LP GP, LLC, the parent company of Liberty Safe & Security Products, Inc., a designer and manufacturer of residential safes, since 10/2021

▪ Rather Outdoors Corporation, a designer and wholesaler of fishing equipment in North America and Europe, since 2/2023; Compensation Committee member

▪ The Sill, Inc., an omnichannel specialty retailer of house plants and related products (11/2018 - 3/2024)

▪ Organically Grown Company, a distributor of organic produce, board chair; Compensation Committee chair; and Corporate Governance Committee chair (8/2019 - 7/2021)


EDWARD O. MAGEE, JR.

Independent Director since: June 2022						Committees:

Age: 58						▪ Audit Committee, member
						▪ Finance Committee, member

Experience (Highlights):						Qualifications (including Skills and Certifications):

Mr. Magee has served as VP for Strategic Operations at Belmont University in Nashville, Tennessee since 2/2023. He also concurrently holds two academic appointments: The first Executive-in-Residence and Professor of						Prior to his executive experience, Mr. Magee served as a combat-decorated Lieutenant Colonel in the U.S. Marine Corps. In addition, Mr. Magee has earned certificates in corporate directorship, ESG, and cyber risk and was


Practice, Business at Belmont’s Jack C. Massey College of Business and in 9/2024, COO of the Thomas F. Frist, Jr. College of Medicine. From 2/2020 to 12/2022, Mr. Magee served as EVP, operations at Fender Musical Instruments Corporation (“Fender”). Prior to Fender, he served as its SVP, operations from 2016 to 2020. Mr. Magee also served as VP of operations and distribution for Thomas & Betts Corporation (now ABB Ltd.; OTNMKTS: ABBNY) from 2014 to 2016 and in various management roles in vehicle operations at Harley-Davidson Motor Company from 2009 to 2014.						recognized by the Corporate Director Forum as a 2024 Director of the Year - Emerging Board Leader. Mr. Magee is a member of the Digital Director’s Network. Mr. Magee’s extensive knowledge of manufacturing, sustainability, supply chain, and logistics as well as his wide-ranging experience building and developing global leadership teams that drive organizational culture change, enhance the Board’s management oversight capabilities.

Other Boards (including Non-Profit):

Current:						Previous (Highlights):

▪ Advisory Board of Nashville NACD, Chair-elect ▪ Smithsonian SITES \| Affiliations Advisory Board						▪ Fender Play Foundation™, co-president and executive director
▪ Boys & Girls Clubs of Middle Tennessee ▪ Advisory Board, Veteran Courage Project						▪ Board of Visitors at Duke University’s Fuqua School of Business


TREVOR I. MIHALIK

Independent Director since: 2019						Committees:
Age: 58						▪ Finance Committee, chair
						▪ Audit Committee, member
						▪ Corporate Governance Committee, member

Experience (Highlights):						Qualifications (including Skills and Certifications):

Mr. Mihalik has served as EVP and group president of Sempra (NYSE: SRE) since 1/2024 and had served as its EVP and CFO 2018 to until 2023. Mr. Mihalik was SVP, controller and chief accounting officer of SRE from 2014 until 2018 and controller and chief accounting officer from 2012 to 2014. Prior to SRE, Mr. Mihalik held roles as SVP – finance for Iberdrola Renewables and VP and CFO for Chevron Natural Gas.						The Board has designated Mr. Mihalik as one of two financial experts who serve on our Audit Committee. Mr. Mihalik’s involvement with significant transactions in addition to his experience with Fortune 500 companies as a seasoned business executive with accounting and public company financial reporting expertise, and as a director with experience in the oversight of business management, finance and strategic planning, offer the Board valuable judgment and management perspective.

Other SEC Reporting Company Boards:						Other Boards:

Current:						Previous:

▪ San Diego Gas & Electric Company*, chair						▪ Sempra Infrastructure Partners*, chair
▪ Southern California Gas Company*, chair						▪ Oncor Electric Delivery Company LLC*
						▪ Luz del Sur*, chair
						▪ Chilquinta Energia*, chair
* SRE subsidiary or entity in which SRE holds or held an equity interest						▪ Infraestructura Energética Nova S.A.B. de C.V.*



GRACIELA I. MONTEAGUDO

Independent Director since: June 2020	Committees:
Age: 58	▪ Corporate Governance Committee, member
	▪ Finance Committee, member

Experience (Highlights):	Qualifications (including Skills and Certifications):

Ms. Monteagudo served as president and CEO of Lala U.S., Inc. from 2017 to 2018. From 2015 to 2017 she served as president, Americas and global marketing for Mead Johnson Nutrition Company and from 2012 to 2015 she held various leadership roles at Mead Johnson & Company, LLC. From 2008 through 2012, she held various leadership roles at Walmart Mexico, including SVP and business unit head for Sam’s Club stores in Mexico. Ms. Monteagudo has dual Mexican and American citizenship and has held senior management positions in both Latin America and the U.S.	Ms. Monteagudo is recognized as a NACD Certified Director and is an honoree of the 2022 NACD Directorship 100, an annual recognition of the leading corporate directors. She has also earned certifications in the areas of climate and ESG. Ms. Monteagudo’s significant board and leadership experience, including international business experience in Latin America, her extensive global and digital marketing, e-commerce, retail, and consumer goods expertise, offers the Board with valuable marketing and consumer products insight.

Other Public Company Boards:	Other Boards:

Current:		Previous (Highlights):

ACCO Brands Corporation (NYSE: ACCO), since 8/2016		▪ Driscoll’s (a market leader of fresh berries), 3/2021 - 12/2021
▪ Nominating, Governance & Sustainability Committee, chair		▪ The Juice Plus+ Company, LLC, 9/2019 - 7/2023
▪ Compensation & Human Capital Committee, member

iHeartMedia, Inc. (NASDAQ: IHRT), since 7/2021
▪ Audit Committee, member

DAVID B. PENDARVIS

Independent Director since: 2017

Committees:

Age: 65

▪ Audit Committee, member

▪ Compensation and People Committee, member

Experience (Highlights):

Qualifications (including Skills and Certifications):

Until his retirement in 6/2023, Mr. Pendarvis had served as chief administrative officer of ResMed Inc. (NYSE and ASX: RMD) since 2011 and secretary since 2003. In 2017, he served as interim president, EMEA and Japan of RMD. He joined RMD in 2002 as global general counsel and has also served as VP of organizational development from 2005 to 2011. Before joining RMD, Mr. Pendarvis was a partner at Gray Cary Ware & Freidenrich LLP (presently, DLA Piper), a partner at Gibson, Dunn & Crutcher, and a law clerk to U.S. District Court Judge J. Lawrence Irving in the U.S. District Court for the Southern District of California, San Diego.

Mr. Pendarvis earned an ESG certificate from Berkeley Law Executive Education. His expertise in corporate governance, compliance, intellectual property and worldwide legal affairs, and experience as general counsel with global responsibilities, including international executive management experience and focus on investor relations and corporate communications, provide the Board with valuable perspective for risk oversight.

Other Public Company Boards:

Other Boards (including Non-Profit):

Sequenom, Inc. (NASDAQ: SQNM), from 2009 until its acquisition by Laboratory Corporation of America Holdings (NYSE: LH) in 2016

▪ RMD’s subsidiaries, ended 6/2023

▪ Corporate Directors Forum, 2010 - 2019

▪ San Diego Regional Chamber of Commerce, ended 5/2023


ANNE G. SAUNDERS

Independent Director since: March 2019						Committees:
Age: 63						▪ Compensation and People Committee, chair
						▪ Corporate Governance Committee, member

Experience (Highlights):						Qualifications (including Skills and Certifications):

Ms. Saunders served as president, U.S., of nakedwines.com from 2016 through 2017. From 2014 through 2016, she was president, U.S. of FTD Companies, Inc. (NASDAQ: FTD), and from 2012 through 2014, she served as president of Redbox Automated Retail, LLC. From 1990 to 2012, Ms. Saunders held various senior executive level positions at Starbucks Corporation, Bank of America, N.A., Knowledge Universe (presently KinderCare Education), eSociety and AT&T.						Ms. Saunders’ experience as a former senior P&L leader in multiple global consumer company divisions, and her deep functional expertise in marketing, e-commerce, and product innovation and development as well as her extensive public company board experience, provide valuable experience to the Board.

Other Public Company Boards:						Other Boards:

Previous:						Current:

Bowflex Inc. (formerly NYSE BFX and formerly Nautilus, Inc., NYSE NLS), 2012 - 2024, chair since 8/2022						Reser’s Fine Foods, since 2/2023

Swiss Water Decaffeinated Coffee Inc. (TSX: SWP), 11/2017 - 5/2023

There are no material pending litigation or proceedings involving the Company’s director nominees.

There are no family relationships among any of our directors, director nominees or executive officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE.

ITEM NO. 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

(“SAY-ON-PAY”)

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as a matter of good corporate governance, the Company’s stockholders are being asked to cast an advisory vote to approve the compensation of the Company’s Named Executive Officers (“NEOs”) as described in the Compensation Discussion and Analysis (“CD&A”), the executive compensation tables, and the narrative disclosures that follow in this Proxy Statement. This vote is commonly referred to as a “Say-on-Pay” vote.

At the Company’s annual meeting in 2011, 2017, and 2023, the Company’s stockholders were asked, by a non-binding advisory vote, to express their preference as to the frequency of future Say-on-Pay votes. The Board recommended annual Say-on-Pay voting, and the Company’s stockholders approved to have Say-on-Pay votes every year.

Since 2011, the Board has authorized annual advisory votes for the stockholders to consider and approve the compensation of the NEOs, and the next non-binding, advisory vote on the compensation of the NEOs will be held at our 2025 annual meeting. The Say-on-Pay votes approving NEO compensation at each annual meeting held in 2011 through 2023 averaged 97% of the votes cast during this 13-year period.

The following resolution will be presented for approval by the Company’s stockholders at the 2024 annual meeting:

“RESOLVED, that the stockholders of WD-40 Company (the “Company”) hereby approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis section of the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and in the accompanying compensation tables and narrative disclosures.”

The advisory vote to approve executive compensation is a non-binding vote on the compensation of the Company’s NEOs. This Proxy Statement contains a description of the compensation provided to the NEOs as required by Item 402 of Regulation S-K promulgated under the Exchange Act.

Stockholders are encouraged to carefully consider the CD&A, accompanying compensation tables and related narrative discussion in this Proxy Statement in considering this advisory vote. The Board believes that the compensation provided to the Company’s NEOs offers a competitive pay-for-performance package with a proper balance of short-term and long-term incentives aligned with the interests of the Company’s stockholders.

This is an advisory vote and will not affect compensation previously paid or awarded to the NEOs. While a vote disapproving the NEOs’ executive compensation will not be binding on the Board or the Compensation and People Committee, the Compensation and People Committee will consider the results of the advisory vote in making future executive compensation decisions.

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the annual meeting is required to approve this advisory vote on executive compensation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” ADOPTION OF THE PROPOSED RESOLUTION FOR APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

ITEM NO. 3

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm (“auditor”) of the Company to audit the consolidated financial statements of the Company for fiscal year 2025. Although ratification by stockholders is not required by law, the Audit Committee has determined that it is desirable to request ratification of this selection by the stockholders. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new auditor at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. If the stockholders do not ratify the appointment of PwC, the Audit Committee may reconsider its selection.

A majority of the votes of the common stock present or represented at the annual meeting is required for approval. Broker non-votes will be voted in favor of approval. PwC acted as the Company’s auditor during the past fiscal year and, unless the Audit Committee appoints a new auditor, PwC will continue to act in such capacity during the current fiscal year. It is anticipated that a representative of PwC will attend the annual meeting, and such representative will have an opportunity to make a statement and be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning those stockholders known to the Company to be the beneficial owners of more than 5% of the common stock of the Company and, based on information furnished by them, such stockholders have sole voting and investment power with respect to their shares, except as otherwise noted:


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership^		Percent of Class†

BlackRock, Inc. 50 Hudson Yards New York, NY 10001	2,062,459	1	15.22	%
APG Asset Management N.V. Gustav Mahlerplein 3, 1082 MS Amsterdam, P7 00000 Netherlands	1,783,268	2	13.16	%
Vanguard Group, Inc. P.O. Box 2600 - V26 Valley Forge, PA 19482	1,606,926	3	11.86	%

^ Beneficial ownership information is based on reports as of June 30, 2024 filed on Form 13F with the SEC. Such information is unavailable as of November 1, 2024.

†Based on 13,553,739 shares of common stock outstanding as of the close of business on November 1, 2024.

1BlackRock, Inc. (“BlackRock”) reported that these shares are managed by 14 investment management subsidiaries and disclaims investment discretion over such shares. A summary of investment discretion and voting authority of shares reported for certain subsidiaries is as follows:


Investment Management Subsidiary	Investment Discretion	Voting Authority
	Sole	Sole	None
BlackRock Fund Advisors	1,517,589	1,517,589
BlackRock Investment Management, LLC	38,885	38,885
BlackRock Advisors LLC	31,742	31,742
BlackRock Asset Management Ireland Limited	31,694	31,694
BlackRock Institutional Trust Company, N.A.	393,377	381,586	11,791
Aperio Group, LLC	22,356	18,727	3,629
BlackRock Financial Management, Inc.	8,535	5,336	3,199
BlackRock Investment Management (UK) Limited	5,012	3,317	1,695
6 other BlackRock subsidiaries (each holding fewer than 5,000 shares)	13,269	11,068	2,201

2APG Asset Management N.V. reported shared investment discretion with two additional reporting managers, Stichting Pensioenfonds ABP and APG Group, and sole voting authority as to all such shares.


Investment Management Subsidiary	Investment Discretion		Voting Authority
	Sole	Shared	Shared	None
The Vanguard Group, Inc.	1,566,564			1,566,564
Vanguard Fiduciary Trust Co.		22,100	22,100
Vanguard Global Advisers, LLC		15,207		15,207
Vanguard Global Advisers, LLC		136	136
Vanguard Investments Australia, Ltd.		2,919	2,919

SEC Form DEF 14A filed by WD-40 Company