WD 40 CO appointed Steven A. Brass as new CEO

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of Edward O. Magee, Jr. as Director


On June 22, 2022, WD-40 Company ("Company") announced that its Board of Directors ("Board") appointed Mr. Edward O. Magee, Jr. as a director of the Company, effective June 20, 2022. He was also appointed to serve as a member of the Audit Committee and the Finance Committee of the Board. 


Mr. Magee, age 56, currently serves as executive vice president, operations at Fender Musical Instruments Corporation ("Fender"), a privately held musical instruments company. 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 corporate roles, Mr. Magee served as a combat-decorated Lieutenant Colonel aviator 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 holds a Master of Business Administration from the Fuqua School of Business at Duke University, a Master of Public Administration from George Mason University, and a Bachelor of Science in Mathematics from the U.S. Naval Academy. 


For his service as a director from the date of his appointment to the 2022 annual meeting of stockholders in December 2022 ("Annual Meeting"), Mr. Magee is entitled to compensation in accordance with the terms of the WD-40 Directors' Compensation Policy and Election Plan adopted by the Board on October 12, 2021 ("Plan"). Accordingly, Mr. Magee received a restricted stock unit ("RSU") award covering 437 shares of the Company's common stock, which award had a fair market value of approximately $80,000 as of the June 21, 2022 grant date. The RSU award is fully vested and provides for the issuance of 437 shares of the Company's common stock to Mr. Magee following his termination of service as a director. Until issuance of such shares, the RSUs awarded will be entitled to receive dividend equivalent payments, payable in cash as and when dividends are declared upon the Company's common stock. In accordance with the Plan, Mr. Magee is also entitled to receive base compensation in the amount of $45,000 for service as a director until the Annual Meeting. Mr. Magee has elected to receive the entire amount of such base compensation in cash. In addition, as a member of the Audit Committee and the Finance Committee, Mr. Magee will receive prorated cash compensation of $5,000 and $2,500, respectively, for his service on these committees until the Annual Meeting.


Increase in Board Size


On June 20, 2022, the Board adopted a resolution to increase the authorized number of directors of the Company's Board from 11 to 12, effective immediately, and Mr. Magee was appointed to fill the vacancy created by such increase.


Compensatory Arrangements of Steven A. Brass as CEO


The Company previously announced the appointment of Steven A. Brass as Chief Executive Officer ("CEO"), effective September 1, 2022, to succeed Garry O. Ridge, who is retiring from his CEO position on August 31, 2021. Mr. Brass will continue to serve as President and as a director on the Board. Effective September 1, 2022, in connection with Mr. Brass' appointment, his annual base salary will increase from $457,583 to $600,000 per annum, his annual target opportunity for non-equity incentive plan compensation will increase from 80% to 100% (with the maximum payout level opportunity increasing from 160% to 200%), and his opportunity for long-term performance-based and retention-based equity incentives will increase from $800,000 to $1,300,000. In addition, in the event that maximum performance goals are exceeded, Mr. Brass would be eligible to receive an annual equity incentive of up to 100% of his base salary, which incentive would be consistent with the annual equity incentive plan design for executive officers.


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Information about Mr. Brass, including a biographical summary, information about positions and offices he has held with the Company, his other prior compensation arrangements with the Company, and information about his business experience, may be found in the Company's Current Report on Form 8-K filed on March 16, 2022.