WD 40 CO, DEF 14A filed on 10/31/2025
Proxy Statement (definitive)
v3.25.3
Cover
 12 Months Ended
Aug. 31, 2025
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
v3.25.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Aug. 31, 2025
Aug. 31, 2024
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 Post-GRP (in 000s)(5)
Total Shareholder Return (3)
Peer Group Total Shareholder Return (3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2025$4,266,899$1,479,081$1,137,795 $655,935 $114.01 $151.51$90,994$107,927 
2024$3,660,174$4,970,863$1,076,687 $1,363,462 $136.49 $141.98$69,644$108,567 
2023$2,458,653$2,715,405$817,106 $865,284 $109.96 $121.63$65,993$94,734 
2022$3,632,413$3,455,230$945,276 $723,034 $95.05 $118.07$67,329$93,258 
2021$3,729,888$4,241,228$1,267,213 $1,490,577 $118.59 $145.58$70,229$105,932 
        
Company Selected Measure Name Global Adjusted EBITDA Post-GRP        
Named Executive Officers, Footnote
Fiscal Year
Principal Executive Officer (“PEO”)
Non-PEO NEOs
2025Steven A. Brass
Sara K. Hyzer, Jeffrey G. Lindeman, William B. Noble, and Patricia Q. Olsem
2024Steven A. Brass
Sara K. Hyzer, Jeffrey G. Lindeman, William B. Noble, and Patricia Q. Olsem
2023Steven A. BrassJay W. Rembolt, Sara K. Hyzer, Phenix Q. Kiamilev, Jeffrey G. Lindeman, and Patricia Q. Olsem
2022Garry O. RidgeSteven A. Brass, Jay W. Rembolt, Phenix Q. Kiamilev, and Patricia Q. Olsem
2021Garry O. Ridge
Steven A. Brass, Jay W. Rembolt, William B. Noble, and Patricia Q. Olsem
        
PEO Total Compensation Amount $ 4,266,899 $ 3,660,174 $ 2,458,653 $ 3,632,413 $ 3,729,888
PEO Actually Paid Compensation Amount $ 1,479,081 4,970,863 2,715,405 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 the 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 Note 16 to the consolidated financial statements included in the Annual Report on Form 10-K filed on October 27, 2025.
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 AwardsValue of Awards Granted and Vested in Fiscal YearFair Value of Prior Year Awards Canceled as of Prior FYETotal Equity AdjustmentsCompensation Actually Paid
(a)(b)(c)(d)(e)(f)(g)(h)=(c)+(d)+(e)+(f)+(g)= (a)-(b)+(h)
2025PEO$4,266,899 $3,242,147 $2,111,234 $(1,664,959)$8,054 $— $— $454,329 $1,479,081 
Non-PEO NEOs$1,137,795 $415,801 $270,764 $(338,710)$1,887 $— $— $(66,059)$655,935 
        
Non-PEO NEO Average Total Compensation Amount $ 1,137,795 1,076,687 817,106 945,276 1,267,213
Non-PEO NEO Average Compensation Actually Paid Amount $ 655,935 1,363,462 865,284 723,034 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 the 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 Note 16 to the consolidated financial statements included in the Annual Report on Form 10-K filed on October 27, 2025.
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 AwardsValue of Awards Granted and Vested in Fiscal YearFair Value of Prior Year Awards Canceled as of Prior FYETotal Equity AdjustmentsCompensation Actually Paid
(a)(b)(c)(d)(e)(f)(g)(h)=(c)+(d)+(e)+(f)+(g)= (a)-(b)+(h)
2025PEO$4,266,899 $3,242,147 $2,111,234 $(1,664,959)$8,054 $— $— $454,329 $1,479,081 
Non-PEO NEOs$1,137,795 $415,801 $270,764 $(338,710)$1,887 $— $— $(66,059)$655,935 
        
Compensation Actually Paid vs. Total Shareholder Return
2025 CAP vs TSR.jpg

MetricFY 2021FY 2022FY 2023FY 2024
FY 2025
PEO CAP ($M) - Garry O. Ridge$4.24$3.46N/AN/A
N/A
PEO CAP ($M) - Steven A. BrassN/AN/A$2.72$4.97$1.48
Average NEO CAP ($M)$1.49$0.72$0.87$1.36$0.66
WDFC TSR$118.59$95.05$109.96$136.49$114.01
Russell 2000 TSR$145.58$118.07$121.63$141.98$151.51
        
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, 2023, 2024 and 2025 and (iii) the Company’s cumulative TSR and our peer group TSR for the same periods.


2025 CAP vs Net Income.jpg

MetricFY 2021FY 2022FY 2023FY 2024
FY 2025
PEO CAP ($M) - Garry O. Ridge$4.24$3.46N/AN/AN/A
PEO CAP ($M) - Steven A. Brass$0.00$0.00$2.72$4.97$1.48
Average NEO CAP ($M)
$1.49$0.72$0.87$1.36$0.66
Net Income (000s)
$70,229$67,329$65,993$69,644$90,994
        
Compensation Actually Paid vs. Company Selected Measure
2025 CAP vs Global Adj EBITDA Post-GRP.jpg

MetricFY 2021FY 2022FY 2023FY 2024
FY 2025
PEO CAP ($M) - Garry O. Ridge$4.24$3.46N/AN/AN/A
PEO CAP ($M) - Steven A. BrassN/AN/A$2.72$4.97$1.48
Average NEO CAP ($M)$1.49$0.72$0.87$1.36$0.66
Global Adjusted EBITDA Post-GRP (000s)$105,932$93,258$94,734$108,567$107,927
        
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, 2025 (see descriptions of such measures in the CD&A section of the Proxy Statement):

•Adjusted EBITDA Pre-GRP (Global and Regional);
•Global Adjusted EBITDA Post-GRP;
•Adjusted Net Sales (Global and Regional);
•Strategic Performance Measures; and
•Relative Total Shareholder Return
        
Total Shareholder Return Amount $ 114.01 136.49 109.96 95.05 118.59
Peer Group Total Shareholder Return Amount 151.51 141.98 121.63 118.07 145.58
Net Income (Loss) $ 90,994,000 $ 69,644,000 $ 65,993,000 $ 67,329,000 $ 70,229,000
PEO Name Steven A. Brass Steven A. Brass 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, 2025 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 Adjusted EBITDA Pre-GRP (Global and Regional)        
Non-GAAP Measure Description We have selected Global Adjusted EBITDA Post-GRP as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2025. Global Adjusted EBITDA is used by the Compensation Committee and the Company as part of its calculation to determine GRP earned and as the sole measure for determining the level of achievement for vesting of PSUs. See additional information in the CD&A section of the Proxy Statement, including for the definition of Global Adjusted EBITDA Post-GRP.        
Measure:: 2          
Pay vs Performance Disclosure          
Other Performance Measure, Amount 107,927,000 108,567,000 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 Post-GRP as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2025. Global Adjusted EBITDA is used by the Compensation Committee and the Company as part of its calculation to determine GRP earned and as the sole measure for determining the level of achievement for vesting of PSUs. See additional information in the CD&A section of the Proxy Statement, including for the definition of Global Adjusted EBITDA Post-GRP.        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Net Sales (Global and Regional)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Strategic Performance Measures        
Measure:: 5          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,242,147)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 454,329        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,111,234        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,664,959)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,054        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (415,801)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (66,059)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 270,764        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (338,710)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,887        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.3
Award Timing Disclosure
 12 Months Ended
Aug. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Compensation Committee approves all equity award grants to our NEOs on or before the grant date. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, and then equity awards are granted to NEOs and become effective. Accordingly, annual equity awards are typically granted to our NEOs in October, shortly after fiscal year-end. While the Compensation Committee has discretionary authority to approve equity awards to our NEOs outside of the cycle described above for new hires, promotions, recognition, retention or other purposes, the Compensation Committee does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.
Award Timing Method The Compensation Committee approves all equity award grants to our NEOs on or before the grant date. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, and then equity awards are granted to NEOs and become effective.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered the Compensation Committee does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.
MNPI Disclosure Timed for Compensation Value false
v3.25.3
Insider Trading Policies and Procedures
 12 Months Ended
Aug. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true