WD 40 CO, DEF 14A filed on 11/2/2023
Proxy Statement (definitive)
v3.23.3
Cover
 12 Months Ended
Aug. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name WD-40 COMPANY
Entity Central Index Key 0000105132
v3.23.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Aug. 31, 2023
Aug. 31, 2022
Aug. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Fiscal Year
Summary Compensation Table Total
PEO(1)
Compensation Actually Paid to PEO(1)(2)
Average Summary Compensation Table Total for Non-PEO NEOs(1)
Average Compensation Actually Paid to Non-PEO NEOs (1)(2)
Value of Initial Fixed $100 Investment Based On:
Net Income
(in 000s)(4)
Global Adjusted EBITDA Pre-GRP (in 000s)(5)
Global Adjusted EBITDA Post-GRP (in 000s)(5)
Total Shareholder Return (3)
Peer Group Total Shareholder Return (3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(i)
2023$2,458,653 $3,144,715 $817,106 $856,616 $109.96 $121.63 $65,993 $102,680 $94,734 
2022$3,632,413 $3,455,230 $945,276 $723,035 $95.05 $118.07 $67,329 $96,299 $93,258 
2021$3,729,888 $4,241,228 $1,267,213 $1,490,577 $118.59 $145.58 $70,229 $117,362 $105,932 
    
Company Selected Measure Name Global Adjusted EBITDA Pre-GRP    
Named Executive Officers, Footnote
Fiscal Year
Principal Executive Officer (“PEO”)
Non-PEO NEOs
2023
Steven A. Brass
Jay W. Rembolt, Sara K. Hyzer, Phenix Q. Kiamilev, Jeffrey G. Lindeman, and Patricia Q. Olsem
2022
Garry O. Ridge
Steven A. Brass, Jay W. Rembolt, Phenix Q. Kiamilev, and Patricia Q. Olsem
2021
Garry O. Ridge
Steven A. Brass, Jay W. Rembolt, William B. Noble, and Patricia Q. Olsem
    
PEO Total Compensation Amount $ 2,458,653 $ 3,632,413 $ 3,729,888
PEO Actually Paid Compensation Amount $ 3,144,715 3,455,230 4,241,228
Adjustment To PEO Compensation, Footnote In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Time-vested RSU grant date fair values are calculated using the stock price as of date of grant. In accordance with the relevant rules, the fair values were remeasured as of the end of each fiscal year and as of each vesting date, during the years displayed in the table, using the stock price as of fiscal year end and as of each vesting date, respectively. Performance-based market share unit (“MSU”) fair values are calculated based on the Monte-Carlo valuation model as of the date of grant. Adjustments have been made using performance-based market share unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte-Carlo assumptions. Performance-vested restricted stock (“PSU”) fair values are valued at zero at each respective measurement date, given all outstanding PSUs were accrued at and estimated to be earned below threshold (i.e., all shares forfeited) as of each respective measurement date. We provide information regarding the assumptions used to calculate the valuation of the awards in Notes 13 to the consolidated financial statements included in the Annual Report on Form 10-K filed on October 23, 2023.
In the calculation of “Compensation Actually Paid” and presented in the table, the following amounts were deducted and added:

Fiscal YearNamed Executive OfficerSummary Compensation TableGrant Date Fair Value of Awards Granted in Fiscal YearYear End Fair Value of Unvested Awards Granted in Fiscal YearChange in Fair Value of Unvested Prior Year AwardsChange in Fair Value of Vested Prior Year AwardsFair Value of Prior Year Awards Canceled as of Prior FYETotal Equity AdjustmentsCompensation Actually Paid
(1)(2)(3)(4)(5)(6)(7)=(3)+(4)+(5)+(6)(8) = (1)-(2)+(7)
2023PEO$2,458,653 $1,394,168 $1,828,439 $325,414 $(73,622)$— $2,080,231 $3,144,715 
Non-PEO NEOs$817,106 $349,449 $339,752 $65,858 $81,798 $(98,449)$388,959 $856,616 
2022PEO$3,632,413 $2,621,233 $2,339,006 $(1,549,806)$1,654,850 $— $2,444,050 $3,455,230 
Non-PEO NEOs$945,276 $452,389 $369,658 $(310,655)$171,144 $— $230,147 $723,035 
2021PEO$3,729,888 $1,574,584 $1,767,540 $(1,376,274)$1,694,658 $— $2,085,924 $4,241,228 
Non-PEO NEOs$1,267,213 $397,784 $446,715 $(199,676)$374,109 $— $621,148 $1,490,577 
    
Non-PEO NEO Average Total Compensation Amount $ 817,106 945,276 1,267,213
Non-PEO NEO Average Compensation Actually Paid Amount $ 856,616 723,035 1,490,577
Adjustment to Non-PEO NEO Compensation Footnote In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Time-vested RSU grant date fair values are calculated using the stock price as of date of grant. In accordance with the relevant rules, the fair values were remeasured as of the end of each fiscal year and as of each vesting date, during the years displayed in the table, using the stock price as of fiscal year end and as of each vesting date, respectively. Performance-based market share unit (“MSU”) fair values are calculated based on the Monte-Carlo valuation model as of the date of grant. Adjustments have been made using performance-based market share unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte-Carlo assumptions. Performance-vested restricted stock (“PSU”) fair values are valued at zero at each respective measurement date, given all outstanding PSUs were accrued at and estimated to be earned below threshold (i.e., all shares forfeited) as of each respective measurement date. We provide information regarding the assumptions used to calculate the valuation of the awards in Notes 13 to the consolidated financial statements included in the Annual Report on Form 10-K filed on October 23, 2023.
In the calculation of “Compensation Actually Paid” and presented in the table, the following amounts were deducted and added:

Fiscal YearNamed Executive OfficerSummary Compensation TableGrant Date Fair Value of Awards Granted in Fiscal YearYear End Fair Value of Unvested Awards Granted in Fiscal YearChange in Fair Value of Unvested Prior Year AwardsChange in Fair Value of Vested Prior Year AwardsFair Value of Prior Year Awards Canceled as of Prior FYETotal Equity AdjustmentsCompensation Actually Paid
(1)(2)(3)(4)(5)(6)(7)=(3)+(4)+(5)+(6)(8) = (1)-(2)+(7)
2023PEO$2,458,653 $1,394,168 $1,828,439 $325,414 $(73,622)$— $2,080,231 $3,144,715 
Non-PEO NEOs$817,106 $349,449 $339,752 $65,858 $81,798 $(98,449)$388,959 $856,616 
2022PEO$3,632,413 $2,621,233 $2,339,006 $(1,549,806)$1,654,850 $— $2,444,050 $3,455,230 
Non-PEO NEOs$945,276 $452,389 $369,658 $(310,655)$171,144 $— $230,147 $723,035 
2021PEO$3,729,888 $1,574,584 $1,767,540 $(1,376,274)$1,694,658 $— $2,085,924 $4,241,228 
Non-PEO NEOs$1,267,213 $397,784 $446,715 $(199,676)$374,109 $— $621,148 $1,490,577 
    
Compensation Actually Paid vs. Total Shareholder Return WDFC and Peer vs CAP3.jpg    
Compensation Actually Paid vs. Net Income
Pay-versus-Performance Comparative Disclosure

The following tables reflect the relationships between compensation actually paid (“CAP” in the graphics below) to our PEO, and the average of compensation actually paid to our non-PEO NEOs, to (i) our net income, (ii) our Global Adjusted EBITDA (both Pre-GRP and Post-GRP) for the fiscal years 2021, 2022 and 2023, and (iii) the Company’s cumulative TSR and our peer group TSR for the same period.


Net Income vs CAP2.jpg
    
Compensation Actually Paid vs. Company Selected Measure Global Adj EBITDA v CAP.jpg    
Tabular List, Table
Pay-versus-Performance Tabular List

We believe the following list reflects the most important financial performance measures used by us to link compensation actually paid to our NEOs to company performance for the fiscal year ended August 31, 2023:

•Global Adjusted EBITDA Pre-GRP;
•Global Adjusted EBITDA Post-GRP;
•Regional Adjusted EBITDA; and
•Relative Total Shareholder Return
    
Total Shareholder Return Amount $ 109.96 95.05 118.59
Peer Group Total Shareholder Return Amount 121.63 118.07 145.58
Net Income (Loss) $ 65,993,000 $ 67,329,000 $ 70,229,000
Company Selected Measure Amount 102,680,000 96,299,000 117,362,000
PEO Name Steven A. Brass Garry O. Ridge Garry O. Ridge
Additional 402(v) Disclosure The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form 10-K for the year ended August 31, 2023 pursuant to Item 201(e) of Regulation S-K: Russell 2000® Index (“Russell 2000”). The Russell 2000 was chosen because we do not believe we can reasonably identify any other industry index or specific peer issuer that would offer a meaningful comparison.Represents the amount of net income, reflected in the Company’s audited financial statements for the year indicated.    
Measure:: 1      
Pay vs Performance Disclosure      
Name Global Adjusted EBITDA Pre-GRP    
Non-GAAP Measure Description We have selected Global Adjusted EBITDA Pre-GRP and Global Adjusted EBITDA Post-GRP as our most important financial measures (that are not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2023. Given our Compensation Committee determines the incentive compensation and the PSUs for the NEOs for 2023 based on achievement of this measure (Global Adjusted EBITDA), and the similarity between the measures, we deemed both the Pre-GRP and Post-GRP Global Adjusted EBITDA as relevant. See additional information in the Compensation Discussion and Analysis section of our Proxy Statement.    
Measure:: 2      
Pay vs Performance Disclosure      
Other Performance Measure, Amount 94,734,000 93,258,000 105,932,000
Name Global Adjusted EBITDA Post-GRP    
Non-GAAP Measure Description We have selected Global Adjusted EBITDA Pre-GRP and Global Adjusted EBITDA Post-GRP as our most important financial measures (that are not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2023. Given our Compensation Committee determines the incentive compensation and the PSUs for the NEOs for 2023 based on achievement of this measure (Global Adjusted EBITDA), and the similarity between the measures, we deemed both the Pre-GRP and Post-GRP Global Adjusted EBITDA as relevant. See additional information in the Compensation Discussion and Analysis section of our Proxy Statement.    
Measure:: 3      
Pay vs Performance Disclosure      
Name Regional Adjusted EBITDA    
Measure:: 4      
Pay vs Performance Disclosure      
Name Relative Total Shareholder Return    
PEO | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 1,394,168 $ 2,621,233 $ 1,574,584
PEO | Equity Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards 1,828,439 2,339,006 1,767,540
PEO | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards 325,414 (1,549,806) (1,376,274)
PEO | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards (73,622) 1,654,850 1,694,658
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards 0 0 0
PEO | Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,080,231 2,444,050 2,085,924
Non-PEO NEO | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 349,449 452,389 397,784
Non-PEO NEO | Equity Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards 339,752 369,658 446,715
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards 65,858 (310,655) (199,676)
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards 81,798 171,144 374,109
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation Amount, Equity Awards (98,449) 0 0
Non-PEO NEO | Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 388,959 $ 230,147 $ 621,148