GENERAL INFORMATION

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 your notice, on your proxy card or on the instructions that accompanied your proxy materials.

PRINCIPAL SECURITY HOLDERSStockholders of Record

TheIf 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 https://meetnow.global/M9Z7T5K.  You will be able to attend the annual meeting online, ask a question and vote by following table sets forth information concerning those persons knownthe instructions on your notice, proxy card, or on the instructions that accompanied your proxy materials. If you cannot locate your Notice of Internet Availability of Proxy Materials or proxy card but would still like to attend the Companyannual meeting, you can join as a guest by selecting “I am a Guest.” Guest attendees will not be allowed to bevote or submit questions at the beneficial owners of more than 5%annual meeting. Stockholders are encouraged to vote and submit proxies in advance of the common stockannual 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 https://meetnow.global/M9Z7T5K.  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 Company: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: 

•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 https://meetnow.global/M9Z7T5K. 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 the Notice of Internet Availability of Proxy 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 October 17, 2022 is the record date for stockholders entitled to notice of and to vote at the annual meeting. On the record date,  the Company had 13,579,926 shares of $0.001 par value common stock 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, (ii) the advisory vote to approve executive compensation, and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023. 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 may have received a notice from the Company entitled “Notice Regarding the Internet Availability of Proxy Materials” with voting instructions or you may have received these proxy materials with separate voting instructions. 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. A number of 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

NOMINEES FOR ELECTION AS DIRECTORS

AND SECURITY OWNERSHIP OF MANAGEMENT



At the Company’s Annual Meeting of Stockholders,2022 annual meeting, the tentwelve nominees named below under the heading, DirectorNominees for Election as Directors, will be presented for election as directors to serve until the next Annual Meeting of Stockholders and untilannual meeting when their successors aremay 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,annual meeting, any proxy granted to vote for such nominee will be voted for a nominee designated by the present Board of Directors to fill such vacancy.



A nominee for election to the Board of Directors 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 his or her election as a director than votes against his or her election, the incumbent director will continue to serve as a director until his or hera successor is elected or appointed. However, pursuant to governance guidelinesCorporate Governance Guidelines adopted by the Board, of Directors, such director nominee will be expected to tender his or her resignation to the Corporate Governance Committee of the Board of Directors.Board. The Corporate Governance Committee will promptly consider such resignation and present a recommendation to the Board of Directors concerning the acceptanceto accept or rejection ofreject such resignation for formal action to be taken within 90 days following the Annual Meeting of Stockholders.annual meeting.  



Article III, Section 3.2 of the Bylaws of the Company most recently amended(amended and restated on August 15, 2018,2018) provides that the authorized number of directors of the Company shall not be less than seven nor more than twelve until changed by amendment of the Certificate of Incorporation or by a bylaw duly adopted by the stockholders. The exact number of directors is to be fixed from time to time by a resolution duly adopted by the Board of Directors or by the stockholders.

By resolution of the Board of Directors adopted on March 18, 2019,June 20, 2022,  the number of directors was fixed at ten. Linda A. Lang is retiring fromtwelve, effective immediately. On such date, the Board of Directorsappointed Edward O. Magee, Jr. as of the date of the 2019 Annual Meeting of Stockholders. On June 18, 2019, Trevor I. Mihalik was nominated by the Board of Directors for election12th director and voted to include Cynthia B. Burks as a director nominee to be elected at the 2019 Annual Meeting of Stockholders.Company’s 2022 annual meeting.    



DIRECTOR INDEPENDENCEAfter 35 years of service to the Company, 25 years of which included service on the Board as its Executive Chair, Garry O. Ridge provided notice to the Company in March 2022 that he will retire as CEO effective August 31, 2022, and that he will not stand for re-election. He will serve the remainder of his current term and retire as Chair of the Board immediately following the 2022 annual meeting in accordance with the Company’s Corporate Governance Guidelines.



DIRECTOR NOMINEES

1The Board of Directors has determined that each director and nominee other than Garry O. Ridge is an independent director as defined in Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”). In considering the independence of directors, the Board of Directors considered Gregory A. Sandfort’s indirect interest, as an executive officer of Tractor Supply Company, in purchases of the Company’s products made by Tractor Supply Company in the ordinary course of business. The Company has concluded that(except for Mr. Sandfort’s indirect interest in such transactions is not material and does not require specific disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).

Information concerning the independence of directors serving on committees of the Board of Directors is provided below as to each committee.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following tables set forth certain information, including beneficial ownership of the Company’s common stock, for the current directors and director nominees, for the executive officers named in the Summary Compensation Table below, and for all directors, director nominees and executive officers as a group:

*Less than one (1) percent.Brass):

2If elected, the Board will determine Ms. Burks’ assignment to committees shortly after the 2022 annual meeting concludes.

3The Board determined that Mr. Carter is an “audit committee financial expert” as defined by regulations adopted by the SEC.



STEVEN A. BRASS – CEO, President and Director



SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS (cont’d)Steven A. Brass, age 56 was appointed to the Board in March 2022. Mr. Brass was appointed CEO, effective September 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, The Americas, and from 2019 to August 2022, as Chief Operating Officer. 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 Nominee

*Less than one (1) percent.

NOMINEES FOR ELECTION AS DIRECTORS Cynthia B. Burks, age 56, serves as a director and member of the Organization and Compensation Committee of Inspire Medical Systems, Inc. (NYSE: INSP), which she joined in August 2022.  In addition, she serves as a board member of two privately held companies:  Torch, an educational software company, and Sellars Absorbent Materials, Inc., a manufacturer of absorbents made with recycled fibers, since January 2022 and August 2022, respectively. Ms. Burks also serves on the board of two non-profit organizations: Juma Ventures, which strives to break the cycle of youth poverty, and Summer Search, which mentors and develops youths, since December 2021 and June 2021, respectively.  Ms. Burks’ board experience includes serving the Genentech Foundation from 2020 to 2022.  From 2019 to 2022, Ms. Burks was a senior vice president and chief people and culture officer at Genentech, Inc., a subsidiary of Roche Holding AG (OTCQX: RHHBY). She served as vice president, head of human resources at Genentech Research and Early Development from 2015 to 2019, and in various human resource management roles at Genentech from 2011 to 2015. From 1999 to 2011, Ms. Burks held human resource and organizational development positions in industries including media, consumer goods and technology. 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.



DANIEL T. CARTER – Independent Director

Daniel T. Carter, age 66, was elected to the Board in 2016 and serves as the Chair of Directors in 2016.the Audit Committee and as a member of the Finance Committee and the Corporate Governance Committee. Mr. Carter served as executive vice president and chief financial officer of BevMo! Inc. from 2009 until June 2016. Mr. Carter served as chief financial officer of Semtek, Inc. from 2008 to 2009; chief financial officer at Charlotte Russe Holding, Inc. from 1998 to 2007; and chief financial officer of Advanced Marketing Services from 1997 to 1998. From 1986 to 1997, he was employed by Price Club and its follow-on entities, serving as senior vice president for PriceCostco and chief financial officer for Price Enterprises. Mr. Carter began his career as an auditor with Ernst & Young, and he is a Certified Public Accountant (inactive). Mr. Carter received his Bachelor of Business Administration degree in accounting from the University of Oklahoma. Mr. Carter is recognized as a NACD Board Leadership Fellow and has earned Harvard’s Corporate Director Certificate. Mr. Carter’s financial expertise, considerable knowledge of the retail industry and non-profit company boardfinancial experience provideprovides the Board with a breadth of relevant skills and experience.



Skills and Expertise:

Committees:

MELISSA CLAASSEN –  Independent Director

Melissa Claassen, age 50, was elected to the Board in 2015 and serves as a member of Directors in 2015.the Compensation Committee and the Finance Committee. Ms. Claassen is vice president finance, emerging markets – adidas Group.Group (XETR: ADS). She served as vice president, brand finance at adidas from 2018 to 2019 and as vice president, business unit finance at adidas from 2015 to 2018.  Ms. Claassen served as the chief financial officer of Taylor Made – adidas Golf from 2012 to 2015. From 1996 until 2012, Ms. Claassen held positions at various adidas subsidiaries including chief financial officer of adidas Group Hong Kong and Taiwan, controlling director at adidas Group China, head of marketing controlling, senior financial controller, finance manager, SAP team lead, management accountant, and financial accountant. Ms. Claassen’s extensive knowledge and expertise in the areas of collaboration, finance, accounting, and international business enhance the Board’s management oversight capabilities.  



Skills and Expertise:

Committees:

ERIC P. ETCHART – Independent Director

Eric P. Etchart, age 65, was elected to the Board in 2016 and serves as the Chair of Directors in 2016.the Corporate Governance Committee and as a member of the Finance Committee. Mr. Etchart served as senior vice president of The Manitowoc Company, Inc. from 2007 until his retirement in January 2016. He served as senior vice president, 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 The Manitowoc Company, Inc. Mr. Etchart is a French national, having held management positions in China, Singapore, Italy, France and the United States.U. S. Mr. Etchart is recognized as a NACD Board Leadership Fellow.Fellow and recently earned Diligent Climate Leadership Certification, which focuses on climate risk and related business strategy, board-related fiduciary obligations, climate-related government regulations, reporting and disclosure requirements, and investor engagement. He presently serves as a director and as a member of the Audit Committee and the Governance Committee of Graco Inc. (NYSE: GGG) and as a director and member of the Compensation Committee and the Chair of the Nominating / Corporate Governance Committee of Alamo Group Inc. (NYSE: ALG). In addition, Mr. Etchart

serves as a director of the UPERIO Group, which sells and rents tower and self-erecting cranes, and chairs its Environmental, Social, and Governance (ESG) Committee. Mr. Etchart’s breadth of international finance, marketing, board and management experience provides important perspective to the Board. His demonstrated commitment to the highest standards of board leadership, strengthenswith an emphasis on ESG, demonstrates the Board’s continued commitment to good governance.   



SkillsLARA L. LEE – Independent Director

Lara L. Lee, age 59, was elected to the Board in 2020 and Expertise:serves as a member of the Audit Committee and the Compensation Committee.  Ms. Lee operates Lara Lee Associates, LLC dba Creative Renewal, which offers governance, consulting, and advisory services. Previously, Ms. Lee served as president of Orchard Supply Hardware, a subsidiary of Lowe’s Companies, Inc. (NYSE: LOW), from 2016 to 2018 and as senior vice president of Lowe’s from 2013 to 2018. From 2011 to 2013 she served as chief innovation and operating officer for Continuum, a global consultancy. 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 vice president, business unit leader, and in various European and Asian strategy and business development roles, and three years as a financial analyst at Otis Elevator Company based in Singapore. Ms. Lee is NACD Directorship Certified and previously served as a director of Marrone Bio Innovations, Inc. (NASDAQ: MBII) and the board’s designated ESG liaison to management.  In addition to serving as a director of two non-profit organizations, Ms. Lee serves as a director of The Sill, Inc, an omnichannel specialty retailer of house plants and related products, and as a director of the parent company of Liberty Safe & Security Products, Inc., which designs and manufactures residential safes.  She began her career with Ernst & Whinney (now Ernst & Young LLP) in Washington, D.C. and Singapore. Ms. Lee’s diverse international business and management experience, including expertise in strategic marketing (including digital, e-commerce and channel marketing), brand development, and innovation across industries and international markets, will provide the Board with valuable insights.



Committees:

EDWARD O. MAGEE, JR. – Independent Director

Edward O. Magee, Jr., age 56, was appointed to the Board in June 2022 and serves as a member of the Audit Committee and the Finance Committee. Since February 2020, Mr. Magee has served as executive vice president, operations at Fender Musical Instruments Corporation (“Fender”), a privately held musical instruments company owned by Servco Pacific Inc. Prior to his current role, he served as senior vice president, operations at Fender from 2016 to 2020. Mr. Magee served as vice president of operations and distribution for Thomas & Betts Corporation (presently ABB Installation Products Inc.) (NYSE: ABB) from 2014 to 2016 and in various management roles in vehicle operations at Harley-Davidson Motor Company from 2009 to 2014. Prior to his executive experience, Mr. Magee served as a combat-decorated Lieutenant Colonel in the U.S. Marine Corps. He has extensive non-profit board experience including the Board of Visitors at Duke University’s Fuqua School of Business, the Fender Play Foundation™, Boys & Girls Clubs of Metro LA, and an advisory role for the National Association of Manufacturers, “Heroes MAKE America” veterans transition program. 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.



TREVOR I. MIHALIK –  Independent Director Nominee

Trevor I. Mihalik, age 56, was elected to the Board in 2019 and serves as the Chair of the Finance Committee and as a member of the Audit Committee and the Corporate Governance Committee. Mr. Mihalik has served as executive vice president and chief financial officer of Sempra Energy (NYSE: SRE) (“Sempra”) since May 2018. Mr. Mihalik was senior vice president controller and chief accounting officer of Sempra Energy from 2014 until 2018 and controller and chief accounting officer from 2012 to 2014. Prior to Sempra, Energy, Mr. Mihalik held roles as senior vice president – finance for Iberdrola Renewables and vice president and CFO for Chevron Natural Gas.  Mr. Mihalik’s current experienceMihalik previously served as director of SDG&ESan Diego Gas & Electric Company and SoCalGas as well as past experienceSouthern California Gas Company, as chairman of the board of Luz del Sur and Chilquinta Energia, and as a director of Infraestructura Energética Nova S.A.B. de C.V., all currently or formerly owned and controlled Sempra subsidiaries. Mr. Mihalik’s currently serves as a  director of Oncor Electric Delivery Company LLC, a Sempra subsidiary. Mr. Mihalik’s involvement with significant transactions in addition to his extensive senior management experience with Fortune 500 companies as a seasoned finance executive with accounting and public company financial reporting expertise, and as a director with experience in the oversight of business management and strategic planning, offers the Board valuable judgment and management perspective.



GRACIELA I. MONTEAGUDO –  Independent Director

SkillsGraciela I. Monteagudo, age 56, was elected to the Board in 2020 and Expertiseserves as a member of the Audit Committee and the Finance Committee:. 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 senior vice president 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 Board Leadership Fellow and she has been included in the Women Inc. Magazine Most Influential Corporate Directors list. Ms. Monteagudo presently serves as a director of ACCO Brands Corporation (NYSE: ACCO)

Committeesand iHeartMedia, Inc. (NASDAQ: IHRT). Ms. Monteagudo’s significant board and leadership experience, including international business experience in Latin America, her extensive global,  digital, and retail marketing, e-commerce and consumer :goods expertise offers the Board with valuable marketing and consumer products insight. 



DAVID B. PENDARVIS –  Independent Director

David B. Pendarvis, age 63, was elected to the Board in 2017 and serves as a member of Directors in 2017.the Audit Committee and the Compensation Committee. Mr. Pendarvis has served as chief administrative officer of ResMed Inc. (“ResMed,” NYSE and ASX: RMD) since 2011.  From March through July2011 and secretary since 2003.  He also serves as a member of the board of directors of ResMed’s subsidiaries and the San Diego Regional Chamber of Commerce.  In 2017, he served as interim president, EMEA and Japan of ResMed Inc.ResMed. He joined ResMed Inc. in 2002 as global general counsel and he has served as secretary since 2003 and he also served as vice president of organizational development from 2005 to 2011. From 2000 until 2002Before joining ResMed, Mr. Pendarvis was a partner at Gray Cary Ware & FriedenrichFreidenrich LLP (presently, DLA Piper). From 1986 until 2000 he was an associate (1986-1992) and, a partner (1993-2000) at Gibson, Dunn & Crutcher, and from 1984 until 1986 he served as a law clerk to United StatesU.S. District Court Judge, J.Lawrence Irving in the United StatesU.S. District Court for the Southern District of California, San Diego. Mr. Pendarvis served as a director of Sequenom, Inc. from 2009 until its acquisition by Laboratory Corporation of America Holdings (NYSE: LH) in 2016. His expertise in corporate governance, compliance, intellectual property and worldwide legal expertiseaffairs, and experience as general counsel with global responsibilities, providesincluding international executive management experience and focus on investor relations and corporate communications, provide the Board of Directors with valuable perspective for risk oversight.

Skills and Expertise:

Committees:

DANIEL E. PITTARD –  Director

Daniel E. Pittard was elected to the Board of Directors in 2016. From 2006 until his retirement in 2012, Mr. Pittard served as president, CEO and Board member of Rubio’s Restaurants, Inc. Mr. Pittard was an angel investor and served on the board of directors of five private companies from 2000 until 2005. He served as senior vice president, strategy and business development for Gateway, Inc. from 1998 until 1999; and group vice president, Amoco Company (now BP) from 1995 until 1998 with full P&L responsibilities for four businesses with $13 billion in revenue. As a senior vice president for PepsiCo/Frito-Lay from 1992 to 1995 he had responsibilities for international operations, strategy and new ventures. From 1980 to 1992 he was with McKinsey and Company, and served as a partner in Atlanta, Stockholm and Helsinki. From 1976 until 1980 Mr. Pittard was CEO of a joint venture in Saudi Arabia. Mr. Pittard has served on three public company boards - Rubio’s Restaurants, Novatel Wireless and Pulse Electronics - as well as many private and non-profit boards. He is a former public company CEO and McKinsey partner with considerable international experience. He  is also recognized as a NACD Board Leadership Fellow. His expertise in the areas of strategy development and international business and his extensive public and private company board experience provide the Board with valuable perspective.

Skills and Expertise:

Committees:

GARRY O. RIDGE – CEO

Garry O. Ridge presently serves as CEO. He joined WD-40 Company in 1987 as managing director, WD-40 Company (Australia) Pty. Limited and he was responsible for Company operations throughout the Pacific and Asia. Mr. Ridge transferred to the corporate office in 1994 as director international operations and was elected vice president - international in 1995. He was elected to the position of executive vice president/chief operating officer in 1996. He was elected to the Board of Directors in 1997 and served as president and CEO from 1997 through June 2019. Prior to joining WD-40 Company Mr. Ridge was managing director of Mermax Pacific Pty. Ltd. and held a number of senior management positions with Hawker Pacific Pty. Ltd. (a Hawker Siddeley PLC Group Company) which was a licensee for WD-40® products until 1988. As the CEO of the Company, Mr. Ridge offers the Board an important Company-based perspective. In addition, his particular knowledge of the Company’s international markets and industry position provides the Board with valuable insight.

Skills and Expertise:



GREGORY A. SANDFORT –  Lead Independent Director

Gregory A. Sandfort, age 67, was elected to the Board in 2011 and serves as a member of DirectorsCompensation Committee, Corporate Governance Committee, and Finance Committee.  He was designated as lead independent director in 2011.October 2020. Mr. Sandfort has served as chief executive officer of Tractor Supply Company since(“TSC”), which is a distribution channel of the Company’s products, from December 2012.  He held the office of president of Tractor Supply Company from 2009 through 2015. Prior to 2013,  Mr. Sandfort2012 until his retirement in February 2020. At TSC, he  also served as president andfrom 2009 to 2015,  chief operating officer starting in 2012, and as president and  chief merchandising officer from 20092007 to 2012. Mr. Sandfort served as2012, and executive vice president-chief merchandising officer of Tractor Supply Companypresident from 2007 until he was promoted to president in 2009. Mr. Sandfort previously served as president and chief operating officer at Michael’s Stores, Inc. (“Michaels”) from 2006 to 2007, and as executive vice president-general merchandise manager at Michaels Stores, Inc. from 2004 to 2006. Mr. Sandfort presentlyalso serves as athe lead independent director on the board of Tractor Supply Company. Hedirectors of Genesco Inc. (NYSE: GCO), and he is recognized as aan NACD Board Leadership Fellow. Mr. Sandfort bringsAs a retail industry perspective toformer chief executive officer of TSC with a long-standing connection with consumers of the Board. TheCompany’s products, the Board also values Mr. Sandfort’s extensive management experience in, and perspective of, the retail industry.

Skills and Expertise:

Committees:



aNNE g. sAUNDERS –  Independent Director

Anne G. Saunders, age 61, was elected to the Board in 2019 and serves as the Chair of Directors in March 2019.the Compensation Committee and as a member of the Corporate Governance Committee. 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 (now known as(presently KinderCare Education), eSociety and AT&T. Ms. Saunders is a director of Swiss Water Decaffeinated Coffee Inc. (TSX: SWP) and chairs its Compensation and Corporate Governance Committee and is the chair of the board of directors of Nautilus, Inc. (NYSE: NLS). Ms. Saunders’ functional expertise in brand management leadershipin significant consumer and retail markets,  diverse marketing strategy utilizing digital and e-commerce tools,  and product innovation and development as well as her extensive public company board experience, provide valuable experience to the Board. 



Skills and Expertise:There are no pending litigation or proceedings involving the Company’s directors or nominees.



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





EQUITY HOLDING REQUIREMENT FOR DIRECTORSBOARD COMMITTEES



All RSU awards to non-employee directors, including both non-elective grants and RSU awards granted pursuant to the annual elections of the directors to receive RSUs in lieu of all or part of their base annual fee, provide for immediate vesting but will not be settled in shares of the Company’s common stock until termination of each director’s service as a director. The number of shares to be issued to each non-employee director upon termination of service is disclosed in the footnotes to the table under the heading, Security Ownership of Directors and Executive Officers.

STOCKHOLDER COMMUNICATIONS WITH BOARD OF DIRECTORS

Stockholders may send communications to the Board of Directors by submitting a letter addressed to: WD-40 Company, Corporate Secretary, 9715 Businesspark Avenue, San Diego, CA 92131.  

The Board of Directors has instructed the Corporate Secretary to forward such communications to the Board Chair. The Board of Directors has also instructed the Corporate Secretary to review such correspondence and, at the Corporate Secretary’s discretion, to not forward correspondence which is deemed of a commercial or frivolous nature or inappropriate for consideration by the Board of Directors. The Corporate Secretary may also forward the stockholder communication within the Company to another department to facilitate an appropriate response.

COMMITTEES (membership as of October 15, 2019)

CORPORATE GOVERNANCE COMMITTEE

Nomination Policies and Procedures  

The Corporate Governance Committee is comprised of Eric P. Etchart (Chair), LindaDaniel T. Carter, Trevor I. Mihalik, Gregory A. Lang (retiring director),  David B. Pendarvis, Daniel E. PittardSandfort and Anne G. Saunders.Saunders,  each of whom is an independent director as defined under the Nasdaq Rules. The Corporate Governance Committee also functions as the Company’s nominating committee and is comprised exclusively of independent directors as defined in the Nasdaq Rules.committee. The Corporate Governance Committee met four times during the last fiscal year.



Nomination Policies and Procedures

The Corporate Governance Committee acts in conjunction with the Board of Directors to ensure that a regular evaluation is conducted of succession plans, performance, independence, and of the qualifications and integrity of the Board of Directors.Board. The Corporate Governance Committee also reviews the applicable skills and characteristics required of nominees for election as directors. The objective is to balance the composition of the Board of Directors to achieve a combination of individuals of different backgrounds and experiences including, but not limited to, whetheras described more fully below.  Although the candidate is currently or has recently been an executive officer at a publicly traded company; whether the candidate has substantial background in matters related to the Company’s products or markets, in particular, retailing and marketing and new product development; and whether the candidate has substantial governance or executive compensation experience, global management experience, a substantial financial background or is serving as a director at one or more publicly traded companies. The Board of Directors has not established any specific diversity criteria for the selection of nominees other than the general composition criteria noted above.below, the current Board composition includes four female directors  (1/3 of the Board), one of whom chairs a Board committee, one African-American, one Hispanic, and six non-U.S. directors (1/2 of the Board). The Corporate Governance Committee also oversees an annual process of self-evaluation conducted by each committee of the Board and for the Board as a whole, which includes a board evaluation, individual self-evaluations and peer evaluations.

In determining whether to recommend a director for re-election, the Corporate Governance Committee considers the director’s past attendance at meetings, results of evaluations and the director’s participation in and anticipated future contributions to the Board of Directors.Board. A director who will have reached the age of 72 prior to the date of the next annual meeting of stockholders will be expected to retire from the Board. However, the Board may re-nominate any director for up to three additional years if the Board makes a specific finding that relevant circumstances warrant continued service.  The Board has determined, for each of the past two years, that Mr. Schmale should continue to serve as a director.



The Corporate Governance Committee reviews new Board of Director nominees through a series of internal discussions, reviewing available information, and interviewing selected candidates. Generally, candidates for nomination to the Board of Directors have been identified and compiled in a database through director networking resources and professional organizations or suggested by individual directors or employees. The Company does not currently employ a search firm or third party in connection with seeking or evaluating candidates.

The Corporate Governance Committee considers director recruitment and succession planning for the Board at each quarterly meeting. This review entails consideration of various factors that the Corporate Governance Committee believes to be relevant to ensure that the Board maintains a level of diversity and experience that is appropriate for its oversight and governance responsibilities. The Corporate Governance Committee considers the extent of each director’s experience in senior leadership roles and as directors on other public company boards, including service on committees and as committee or board chairs, in addition to age and the tenure of each director on the Board.  Beyond a baseline expectation that directors and director nominees will share the Company values and have demonstrated an ability to promote and sustain a strong corporate culture, the Board endeavors to ensure that the mix of skills among existing directors is appropriate for the evolving business of the Company. To emphasize the importance of continuing education, directors are reimbursed for expenses incurred in connection with attending continuing education programs and conferences and acquiring certain certifications to assist them in remaining abreast of developments in critical issues relating to the operation of public company boards, including environmental, social, and corporate governance.

The following list of specific skills are among the areas of expertise and experience that the Corporate Governance Committee believes will best serve the Company. The list is updated from time to time and each director’s skills in these areas are graded on a scale to assess the level of competence in each area that is available to the Board as a whole. The table below presents those areas in which the Board has determined that individual directors have deep or knowledgeable level of expertise only, and individual directors who are only familiar with those areas are not captured on the table. This information will assist the Board in identifying areas of strengths and weaknesses and will guide the Board on formulating the applicable skills and characteristics of future nominees.