wdfc-20251031

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

Filed by the Registrant þ

Filed by a Party other than the Registrant

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

WD-40 COMPANY

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):


þ			No fee required

			Fee paid previously with preliminary materials

			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

9715 Businesspark Avenue

San Diego, California 92131

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2025 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:		Friday, December 12, 2025 at 10:00 a.m., Pacific Time

Where:		http://meetnow.global/MWCX429

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 2026; 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 October 15, 2025 are entitled to vote at the annual meeting. This proxy statement (“Proxy Statement”), enclosed form of proxy, and the Company’s 2025 Annual Report (collectively, “proxy materials”) are first sent to stockholders on or about October 31, 2025.

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/MWCX429. 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/MWCX429

By Order of the Board of Directors,

Phenix Q. Kiamilev

Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

San Diego, California


			October 31, 2025

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			22
Skills and Experience			22
Current Board Composition			23
Audit Committee			24
Finance Committee			24
Compensation and People Committee			25
Compensation Committee Interlocks and Insider Participation			25
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES			25
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			31
Executive Officer Compensation Decisions for Fiscal Year 2025			33
Other Compensation Policies			40
COMPENSATION AND PEOPLE COMMITTEE REPORT			42
EXECUTIVE COMPENSATION			43
Summary Compensation Table			43
Pay versus Performance Table			44
Grants of Plan-Based Awards – Fiscal Year 2025			48
Outstanding Equity Awards at 202 5 Fiscal Year End			49
Stock Vested – Fiscal Year 2025			49
Nonqualified Deferred Compensation – Fiscal Year 2025			51
Change of Control Severance Agreements			51
CEO Pay Ratio			52
EQUITY COMPENSATION PLAN INFORMATION			53
AUDIT RELATED MATTERS			53
Fees Paid to Independent Registered Public Accounting Firm			53
Pre-approval Policies and Procedures			53
Related Party Transactions Review and Oversight			54
AUDIT COMMITTEE REPORT			55
STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR OUR 2026 ANNUAL MEETING			56
FORWARD-LOOKING STATEMENTS			56
INCORPORATION BY REFERENCE			57

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 2025 Annual Report before you vote.

2025 ANNUAL MEETING OF STOCKHOLDERS


Date and Time: December 12, 2025, at 10:00 a.m., Pacific Time			Record Date: October 15, 2025

Virtual Meeting Place: http://meetnow.global/MWCX429			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, 2025

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 202 6 (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 Friday, December 12, 2025, 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 2026. 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/MWCX429. 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 Friday, December 12, 2025. 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 the notice, proxy card or the instructions that accompanied your proxy materials. Stockholders are encouraged to vote and submit proxies in advance of the annual meeting by internet, telephone or mail as early as possible.

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/MWCX429. You will be able to attend the annual meeting online, ask a question and vote by following the instructions on the notice, proxy card, or the instructions that accompanied your proxy materials. If you cannot locate your notice or proxy card and 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.

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 by accessing http://meetnow.global/MWCX429. Guest attendees will not be allowed to vote or submit questions at the annual meeting.

If you would like 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 with a 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/MWCX429, which enables them to attend the annual meeting online, ask a question and vote by following the instructions on the notice, 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, 2025, 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. You can attend and participate in the annual meeting by accessing http://meetnow.global/MWCX429 and entering the control number.

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 “Important Notice Regarding the 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, and 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 15, 2025 is the record date for stockholders entitled to notice of and to vote at the annual meeting. On the record date, the Company had 13,527,835 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 2026. 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 “Important Notice Regarding the 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, if any, 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 nine 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 October 9, 2025, the authorized number of directors will be fixed at nine, upon the resignation of director, Trevor I. Mihalik, from the Company’s Board, effective December 12, 2025.

After serving over five years as a director on the Company’s Board, including serving as chair of the Finance Committee and as a member of the Corporate Governance Committee and the Audit Committee, Mr. Mihalik provided notice to the Company in October 2025 of his decision not to stand for re-election. Mr. Mihalik will continue to serve on the Board and such committees 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, Chairman of the Board

Lara L. Lee

Edward O. Magee, Jr.

Graciela I. Monteagudo

David B. Pendarvis

Chair

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 is an “audit committee financial expert” as defined by regulations adopted by the SEC.



STEVEN A. BRASS, CEO AND PRESIDENT

Director since: March 2022
Age: 59

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, combined with his leadership experience in the Company’s Americas and EIMEA trading blocs, 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: 59						▪ 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, enhances 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
						Sellars Absorbent Materials, Inc. (manufacturer of absorbents made with recycled fibers), since 8/2022
						Cityblock (provider of comprehensive healthcare to underserved communities), since 7/2025 ▪ Talent and Compensation Committee, chair

						Previous:

						Genentech Foundation (non-profit), 2020 - 2022
						Torch (educational software company), 2021 - 2025


DANIEL T. CARTER

Independent Director since: 2016						Committees:
Age: 69						▪ 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 recognized as a NACD Certified Director and as a NACD Board Leadership Fellow. Mr. Carter is a Certified Public Accountant (inactive) in California, and the Board has designated Mr. Carter as a financial expert who is expected to continue to serve on our Audit Committee. He 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, CHAIRMAN OF THE BOARD

Independent Director since: 2016						Committees:
Age: 69						▪ Corporate Governance Committee, member
						▪ Finance Committee, member

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

Mr. Etchart has served as the Company’s non-executive Chairman of the Board since December 2024. Prior to joining the Company’s Board, 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 Alamo Group Inc. (NYSE: ALG), since 2015 ▪ Compensation Committee, member ▪ Nominating / Corporate Governance Committee, chair						Previous: UPERIO Group, supplier of tower and self-erecting cranes, until 9/2025 ▪ ESG Committee, chair ▪ UPERIO, USA (subsidiary), director and officer



LARA L. LEE

Independent Director since: December 2020									Committees:
Age: 62									▪ Compensation and People Committee, member
									▪ Finance Committee, member

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

Ms. Lee operates Lara Lee Associates LLC dba Creative Renewal offering governance, consulting, and advisory services. From 2016 to 2018, Ms. Lee served as president of Orchard Supply Hardware, a former 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, marketing 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. In 2025, the Corporate Directors Forum named Ms. Lee Director of the Year - Enhancement of Culture & Inclusion. 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):

Previous:									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

									Previous:

									▪ 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. Culture and People Committee chair; and Governance Committee chair (8/2019 - 7/2021)


EDWARD O. MAGEE, JR.

Independent Director since: June 2022						Committees:

Age: 59						▪ Audit Committee, member
						▪ Compensation and People 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 holds two academic appointments: The first Executive-in-Residence and Professor of 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 2004 to 2014.						Prior to his executive experience, Mr. Magee served as a combat-decorated Lieutenant Colonel in the U.S. Marine Corps. Mr. Magee has earned certificates in corporate directorship, ESG, and cyber risk. In addition, Mr. Magee is an honoree of the 2025 NACD Directorship 100, an annual recognition of the leading corporate directors, and has been recognized by the Corporate Directors Forum as a 2024 Director of the Year - Emerging Board Leader, 2024 Savoy Magazine Most Influential Corporate Director, and 2025 Presidential Leadership Scholar. 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):

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



GRACIELA I. MONTEAGUDO

Independent Director since: June 2020						Committees:
Age: 59						▪ Compensation and People Committee, member
						▪ 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 artificial intelligence, 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: 66

▪ Corporate Governance Committee, chair

▪ 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: 64						▪ Compensation and People Committee, chair
						▪ Audit Committee, member
						▪ 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 ▪ Compensation Committee, member

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 2026 annual meeting. The Say-on-Pay votes approving NEO compensation at each annual meeting held in 2011 through 2024 averaged 98% of the votes cast during this 14-year period.

The following resolution will be presented for approval by the Company’s stockholders at the 2025 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 2025 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, such 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 2026. 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, 2026.

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	2,098,914	1	15.52	%

Vanguard Group, Inc. P.O. Box 2600 - V26 Valley Forge, PA 19482	1,625,030	3	12.01	%

^ Beneficial ownership information is based on reports as of June 30, 2025 filed on Form 13F with the SEC. Such information is unavailable as of October 15, 2025.

†Based on 13,527,835 shares of common stock outstanding as of the close of business on October 15, 2025.

1BlackRock, Inc. (“BlackRock”) reported that these shares are managed by 15 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	Shared	None
BlackRock Fund Advisors	1,456,271	1,456,271
BlackRock Institutional Trust Company, N.A.	410,048	398,233		11,815
BlackRock Advisors, LLC	63,410	63,410
BlackRock Investment Management, LLC	46,389	37,229		9,160
BlackRock Asset Management Ireland Ltd	36,352	36,352
Aperio Group, LLC	34,223	28,146		6,076
BlackRock Financial Management, Inc.	30,709	20,959		9,750
BlackRock Investment Management (UK) Ltd	8,735	3,495		5,240
7 other BlackRock subsidiaries (each holding fewer than 5,000 shares)	12,777	9,018		3,759


Investment Management Subsidiary	Investment Discretion		Voting Authority
	Sole	Shared	Sole	Shared	None
The Vanguard Group, Inc.	1,590,238				1,590,238
Vanguard Fiduciary Trust Co.		13,251		13,251
Vanguard Asset Management, Ltd.		11,728			11,728
Vanguard Global Advisers, LLC		5,340			5,340
Vanguard Investments Australia, Ltd.		3,107		3,107
Vanguard Personalized Indexing Management LLC	1,366		1,125		241

The following table sets forth certain information with respect to the beneficial ownership of the Company’s common stock, as of October 15, 2025, by (i) each current director (and/or director nominee) and NEO, and (ii) all current directors, NEOs, and other executive officers as a group:


	Shares and Nature of Beneficial Ownership1
Name of Beneficial Owner	Number		Percent of Class†
Steven A. Brass	37,751	2	*
Sara K. Hyzer	6,723	3	*

Jeffrey G. Lindeman	5,454	4	*
William B. Noble	8,671	5	*
Patricia Q. Olsem	8,724	6	*
Cynthia B. Burks	1,291	7	*
Daniel T. Carter	6,205	7	*
Eric P. Etchart	7,870	8	*
Lara L. Lee	1,891	7	*
Edward O. Magee, Jr.	2,001	9	*
Trevor I. Mihalik	4,172	10	*
Graciela I. Monteagudo	2,261	7	*
David B. Pendarvis	5,339	11	*
Anne G. Saunders	2,751	7	*
All current directors, NEOs, and other executive officer(s) of the Company, as a group (15 persons)	105,888	12	*

*Less than 1%.

†Based on 13,527,835 shares of common stock outstanding as of the close of business on October 15, 2025.

1All shares owned directly unless otherwise indicated.

2Mr. Brass’ total includes: (i) the right to receive 108 shares upon settlement of vested deferred performance units (“DPUs”) upon termination of employment, (ii) 13,189 unvested restricted stock units (“RSUs”), none of which is subject to vesting within 60 days of October 15, 2025, (iii) 1,218 shares of restricted common stock, which may not be transferred or sold until termination of service as an employee of the Company, (iv) 3,883 shares of common stock to be issued on October 27, 2025 upon settlement of MSUs, and (v) 2,259 shares held in the WD-40 Company Profit Sharing / 401(k) Plan (“401(k) Plan”).

3Ms. Hyzer’s total includes: (i) 2,905 unvested RSUs, none of which is subject to vesting within 60 days of October 15, 2025, (ii) 71 shares of restricted common stock, which may not be transferred or sold until termination of service as an employee of the Company, (iii) 895 shares of common stock to be issued on October 27, 2025 upon settlement of MSUs,and (iv) 619 shares held in the 401(k) Plan.

4Mr. Lindeman’s total includes: (i) 1,514 unvested RSUs, none of which is subject to vesting within 60 days of October 15, 2025, (ii) 253 shares of restricted common stock, which may not be transferred or sold until termination of service as an employee of the Company, (iii) 821 shares of common stock to be issued on October 27, 2025 upon settlement of MSUs, and (iv) 697 shares held in the 401(k) Plan.

5Mr. Noble’s total includes: (i) the right to receive 280 shares upon settlement of vested DPUs upon termination of employment, (ii) 479 unvested RSUs, none of which is subject to vesting within 60 days of October 15, 2025, (iii) 672 shares of common stock to be issued on October 27, 2025 upon settlement of MSUs, and (iv) 522 shares of restricted common stock, which may not be transferred or sold until termination of service as an employee of the Company.

6Ms. Olsem’s total includes: (i) the right to receive 89 shares upon settlement of vested DPUs upon termination of employment, (ii) 1,842 unvested RSUs, none of which is subject to vesting within 60 days of October 15, 2025, (iii) 1,120 shares of common stock to be issued on October 27, 2025 upon settlement of MSUs,and (iv) 644 shares of restricted common stock, which may not be transferred or sold until termination of service as an employee of the Company. The 2007 Olsem Family Trust, which she shares investment discretion and voting authority with her spouse, holds beneficial ownership of 5,274 shares of the 8,724 shares reported above.

7Shares shown represent the right to receive all such shares upon settlement of vested RSUs upon termination of service as a director of the Company, and no shares vesting within 60 days of October 15, 2025.

8Mr. Etchart’s total includes the right to receive 6,370 shares upon settlement of vested RSUs upon termination of service as a director of the Company (of which 46 shares are subject to vesting within 60 days of October 15, 2025).

9Mr. Magee’s total includes the right to receive 1,945 shares upon settlement of vested RSUs upon termination of service as a director of the Company (of which 14 shares are subject to vesting within 60 days of October 15, 2025).

10Mr. Mihalik’s total includes the right to receive 3,870 shares upon settlement of vested RSUs upon termination of service as a director of the Company (of which 46 shares are subject to vesting within 60 days of October 15, 2025).

11Mr. Pendarvis’ total includes the right to receive 5,011 shares upon settlement of vested RSUs upon termination of service as a director of the Company, and no shares vesting within 60 days of October 15, 2025.

12Total includes the rights of directors, NEOs, and other executive officer(s) to receive a total of 31,595 shares upon settlement of vested RSUs upon termination of service as a director of the Company, the rights of executive officers to receive a total of 477 shares upon settlement of vested DPUs upon termination of employment, the rights of certain directors to receive a total of 112 shares within 60 days of October 15, 2025 upon vesting of RSUs, and a total of 3,788 shares directly held by executive officers in the Company’s 401(k) Plan.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of the Company’s stock, to file with the SEC initial reports of stock ownership and reports of changes in stock ownership. Reporting persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file.

To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company during the last fiscal year and written representations that no other reports were required, except as described below, all Section 16(a) requirements were complied with by all persons required to report with respect to the Company’s equity securities during the last fiscal year.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We remain committed to managing the Company for the benefit of our stockholders and maintaining robust corporate governance practices. Accordingly, we maintain the following corporate governance practices, among others, to enhance the Company’s reputation for integrity and serving our stockholders responsibly:


•Annual election of all directors with majority voting requirement			• Corporate Governance Guidelines include an overboarding policy that limits directors from serving on more than a total of four public company boards

•Annual election of a non-employee director as Chair of the Board, who is separate from and independent of the CEO			•Executive sessions of independent directors held at each regularly scheduled board meeting

•Governance guidelines for independent director leadership and other best governance practices			•Annual consideration of succession planning for the Board, the CEO, and senior management

•Annual performance evaluations for board, committees and directors			•Company prohibits pledging and hedging of Company stock by directors, executive officers, and all other employees

•8 of 9 director nominees are independent, only the CEO and President is not independent; all Board committees are composed entirely of independent directors			•Equity received by directors must be held until board service ends

• Anonymous reporting via whistleblower hotline and quarterly reporting of any activity presented to the Audit Committee			• Cash and equity incentive compensation paid to executive officers are subject to clawback

BOARD LEADERSHIP AND RISK OVERSIGHT

Board Leadership

The Corporate Governance Committee evaluates the Board’s leadership structure and makes its recommendation to the Board. Corporate Governance Guidelines provide for, under appropriate circumstances, the designation of the principal executive officer to serve as board chair and for the designation of a lead independent director to ensure the most effective board governance when the principal executive officer is also serving as board chair.

In 2022, the Board determined that board oversight of and attention to the Company’s current strategic initiatives are better served by having a chair, who is an independent director, provide primary leadership at meetings of the Board and for such chair to serve as a liaison between the Board and executive management. Furthermore, the Board believes that separation of the principal executive officer and the board chair position is currently more appropriate for the Company given the size of the Board and the continued need for the principal executive officer’s focus and flexibility to implement strategic directives and execute overall management responsibilities. As an independent director, the chair can provide leadership to the Board without perceived or actual conflicts associated with individual and collective interests of management.

Since our 2022 annual meeting, the Board has elected an independent chair to serve as its non-employee Chair to lead the Board and, following the 2025 annual meeting, the Board expects to do so again. However, the Board’s determination as to whether having an independent director serve as board chair is in the best interests of the Company remains subject to annual review.

Board Role in Risk Oversight

Risk oversight is undertaken by the Board as a whole, but various Board committees are charged with reviewing and reporting on business and management risks included within the purview of each committee’s responsibilities. The Compensation and People Committee (“Compensation Committee”) considers risks associated with the Company’s compensation policies and practices, with particular focus on the annual cash incentive compensation and equity awards offered to the Company’s executive officers and the performance metrics to best align the interests of management with those of the Company. The Audit Committee considers risks associated with financial reporting and internal control, including ethics and compliance program risks and, as described in further detail below, cybersecurity risks. The Finance Committee considers risks associated with the Company’s financial management and investment activities, acquisition- and divestiture-related risks, and Employee Retirement Income Security Act of 1974 plan oversight. The Finance Committee also reviews the appropriateness of the Company’s insurance programs. The Board or its committees, as part of their oversight, receive periodic reports from management employees having responsibility for the management of particular areas of risk, including risks related to systems integrity and disaster recovery of primary information technology systems, supply chain risks associated with disruptive events, ESG risk, sustainability efforts and progress, and risks associated with artificial intelligence, which may include ethical, legal, and operational risk. The CEO is responsible for overall risk management and provides input to the Board with respect to the Company’s enterprise risk management program and is responsive to the Board in carrying out its risk oversight role.

In addition to maintaining four standing committees (described in further detail below under “Board Committees”), the Board maintains an ESG Board Advisory Group to provide guidance to the Company on key ESG-related issues. This provisional working group was created in fiscal year 2024 and is composed of four directors (each with a diverse ESG background): Cynthia B. Burks, Lara L. Lee, Graciela I. Monteagudo, and David B. Pendarvis.

Compensation Risk Assessment

In addition to oversight of compensation-related risk by the Compensation Committee, the Company’s management has undertaken an annual assessment of the Company’s compensation policies and practices and strategic business initiatives to determine whether any of these policies or practices, as well as any compensation plan design features, including those applicable to the executive officers, are reasonably likely to have a material adverse effect on the Company. Based on this review, management has concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This conclusion is based primarily on the fact that the incentives underlying the Company’s compensation plan design features provide balance among increased profitability, long-term growth, and longer-term stockholder returns and are aligned with best practices widely recognized and followed by other similar public companies. Management has discussed these findings with the Compensation Committee.

In addition, we have adopted a clawback policy that enables us to recover cash and equity incentive compensation from executive officers in the event of a restatement of our financial results. The clawback policy is available on our website at https://investor.wd40company.com/overview/default.aspx under Governance.

Cybersecurity Risk Assessment

Management is responsible for cybersecurity risk management, which is part of the Company’s enterprise risk management and business continuity processes. We regularly evaluate our cybersecurity risk profile as well as the status and activities of our cybersecurity program, which aligns to the industry-recognized Center for Internet Security or CIS framework. We employ a defense-in-depth strategy which involves multiple layers of security controls to help prevent and detect possible risks and employ measures to protect our systems from business disruption. Our cybersecurity program includes tools and activities to prevent, detect, and analyze current and emerging cybersecurity threats, as well as plans and strategies to address threats and incidents. We also engage with third-party service providers, who possess expertise in information technology (“IT”) and cybersecurity, to aid in the design, implementation, and management of our cybersecurity infrastructure and protocols. The Company’s Chief Financial Officer works with our Vice President of Global Information & Technology and regional IT members to lead our enterprise-wide information security program and manage our Cybersecurity Incident Response Plan. As a part of continuing education, employees are required to participate in cybersecurity awareness training at the commencement of their employment and annually thereafter. We reinforce this training with monthly phishing tests and cybersecurity newsletters to educate our employees on the latest cybersecurity threats and the most effective preventative measures. The Audit Committee oversees cybersecurity risk and mitigation strategies of the Company.

BOARD MEETINGS, COMMITTEES AND ANNUAL MEETING ATTENDANCE

The Board is charged by the stockholders with managing or directing the management of the business affairs and exercising the corporate power of the Company. The Board relies on the following standing committees to assist in carrying out the Board’s responsibilities: the Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Finance Committee. Each of the committees has a written charter approved by the Board, and each committee reviews their respective charter annually. Committee charters can be found on the Company’s website at http://investor.wd40company.com/investors/corporate-governance/overview.

There were seven meetings of the Board during the last fiscal year. Each director serving for the full fiscal year attended at least 75% of the aggregate of the total number of meetings of the Board and of all committees on which the director served. In addition, the Board holds an annual organizational meeting on the date of the annual meeting. Pursuant to our Corporate Governance Guidelines, directors are expected to attend the annual meeting. At the last annual meeting, all current directors (and director nominees) were present.

EQUITY HOLDING REQUIREMENT FOR DIRECTORS

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, are not 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 last table under the heading, Security Ownership of Certain Beneficial Owners and Management.

INSIDER TRADING POLICY – PROHIBITED TRADING TRANSACTIONS

The Company maintains an insider trading policy that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable Nasdaq listing standards. The policy includes transaction pre-approval requirements, applicable to its officers and directors required to report changes in beneficial ownership of the Company’s common stock under Section 16 of the Exchange Act. Certain other employees who have significant management or financial reporting responsibilities and may have access to material non-public information concerning the Company are also subject to pre-approval requirements before trading or making gifts.

The Company’s insider trading policy requires pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act (“10b5-1 Trading Plan”). To avoid the potential for abuse, the Company’s policy with respect to such trading plans is that, once adopted, trading plans may not be changed or canceled without the General Counsel’s approval. Any approved change or cancellation of a trading plan adopted by an executive officer, director or

employee covered by the Company’s insider trading policy may result in the Company’s refusal to approve future trading plan requests for that person.

The insider trading policy also includes a prohibition on certain hedging and transactions involving the potential for abuse. Pursuant to the insider trading policy, executive officers, directors and covered employees may not engage in the following transactions involving the Company’s publicly traded securities:


•Short sale transactions			•Hedging transactions
•Transactions in options or derivatives			•Pledges or margin account borrowing

COMMUNICATIONS WITH THE BOARD

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

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

DIRECTOR COMPENSATION

Compensation for non-employee directors is set by the Board upon the recommendation of the Corporate Governance Committee. The Corporate Governance Committee conducts a review of non-employee director compensation at least bi-annually, and in October 2024, such review included the 2023 - 2024 NACD Director Compensation Report and the 2024 Director Compensation Report published by FW Cook. For fiscal year 2025, non-employee directors who served through the Company’s fiscal year end received compensation for services as directors pursuant to the Directors’ Compensation Policy and Election Plan (the “Director Compensation Policy”) adopted by the Board on October 3, 2024. Pursuant to the Director Compensation Policy, non-employee directors received a base annual fee of $75,000. The Chair received additional annual compensation of $50,000.

Non-employee directors received additional cash compensation for service on various Board committees as follows:


	Audit	Compensation	Corporate Governance	Finance
Chair	$20,000	$14,000	$11,000	$12,000
Member	$11,000	$6,000	$5,000	$6,000

All such annual fees were paid in the first calendar quarter of 2025.

At the Company’s 2016 annual meeting, the Company’s stockholders approved the WD-40 Company 2016 Stock Incentive Plan (which was amended and restated effective December 12, 2023 upon stockholder approval at the 2023 annual meeting, the “A&R 2016 Stock Incentive Plan”) to authorize the issuance of stock-based compensation awards to employees as well as to directors. In addition to the fees set forth above, the Director Compensation Policy provides for an annual grant of restricted stock unit (“RSU”) awards having a grant date value of approximately $110,000 to each non-employee director. Each RSU represents the right to receive one share of the Company’s common stock. On December 12, 2024, each non-employee director elected at the 2024 annual meeting received a non-elective RSU award covering 405 shares of the Company’s common stock. Additional information regarding the RSU awards is provided in a footnote to the Director Compensation table below.

Each non-employee director may elect to receive an RSU award (“Elective RSUs”) in lieu of all or a portion of his or her base annual fee for service as a director. The number of shares of the Company’s common stock subject to each such RSU award granted to the non-employee directors equaled the elective portion of his or her base annual fee payable in RSUs divided by the fair market value of the Company’s common stock as of the date of grant.

Pursuant to award agreements with non-employee directors, RSU awards are fully vested (except for Elective RSUs, which vest monthly over 12 months), entitled to dividend compensation equivalent to dividends declared and paid on the

Company’s common stock, and settled in shares of the Company’s common stock upon termination of the director’s service as a director of the Company.

The Company also maintains a Director Contributions Fund from which each incumbent non-employee director has the right each fiscal year to designate $7,000 in contributions to be made by the Company to properly qualified Section 501(c)(3) charitable organizations of the Internal Revenue Code.

DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

The following Director Compensation table provides information concerning compensation earned by each non-employee director for services rendered in fiscal year 2025. Amounts reported in the following table under Fees Earned or Paid in Cash for each director depend on the various committees that each director served as a member or as chair during the fiscal year and whether the director served as the chair of the Board.


Non-Employee Director1	Fees Earned or Paid in Cash ($)2	Stock Awards ($)3	All Other Compensation ($)4	Total ($)
Cynthia B. Burks	$92,000	$109,958	$7,000	$208,958
Daniel T. Carter	$106,000	$109,958	$7,000	$222,958
Eric P. Etchart	$136,000	$109,958	$7,000	$252,958
Lara L. Lee	$87,000	$109,958	$7,000	$203,958
Edward O. Magee, Jr.	$98,000	$109,958	$7,000	$214,958
Trevor I. Mihalik	$103,000	$109,958	$7,000	$219,958
Graciela I. Monteagudo	$92,000	$109,958	$7,000	$208,958
David B. Pendarvis	$103,000	$109,958	$7,000	$219,958
Gregory A. Sandfort5	$35,667	$32,263	$7,000	$74,930
Anne G. Saunders	$105,000	$109,958	$7,000	$221,958

1 Mr. Brass is not included in this table as he is an employee and does not receive compensation for his service as a director. Compensation for services he provides to the Company is reflected in the Summary Compensation Table included in the Executive Compensation section of the Proxy.

2 Messrs. Carter and Pendarvis and Mses. Burks, Lee, Monteagudo, and Saunders elected to receive their fiscal year 2025 base annual fees of $75,000 in cash. Messrs. Etchart, Mihalik, and Sandfort elected to receive RSU awards in lieu of cash for their base annual fees pursuant to elections made as permitted under the Director Compensation Policy. Mr. Magee elected to receive his fiscal year 2025 base annual fee in cash (67%) and RSUs (33%). The number of shares underlying each director’s RSU award was rounded down to the nearest whole share.

3 Amounts reported under Stock Awards represent the grant date fair value for non-elective RSU awards granted pursuant to the Director Compensation Policy. On December 12, 2024, each director received a non-elective RSU award covering 405 shares of the Company’s common stock. The grant date fair value of approximately $110,000 equals the closing price of the Company’s common stock on the grant date, which was $271.50 multiplied by the number of shares underlying the RSU award. The number of shares underlying each director’s RSU award is rounded down to the nearest whole share. Outstanding RSUs held by each director as of October 15, 2025 are reported in footnotes to Security Ownership of Certain Beneficial Owners and Management table.

4 Amounts represent charitable contributions made by the Company in fiscal year 2025 as designated by non-employee directors pursuant to the Company’s Director Contributions Fund.

5 Mr. Sandfort retired from the Board effective December 12, 2024 and, except for charitable contributions under All Other Compensation, his compensation was prorated and based on the Director Compensation Policy in effect when he was elected at the 2023 annual meeting.

The director compensation table above does not include reasonable out-of-pocket expenses (e.g., airfare, hotel, car rental, etc.) incurred by directors that the Company reimburses in connection with in-person attendance at Board and committee meetings, on-site visits to the Company’s offices and facilities, and continuing education such as conferences, coursework and speaking engagements. For fiscal year 2025, directors were subject to a limit of $5,000 for continuing education and $12,000 for continuing education-related travel.

BOARD COMMITTEES

CORPORATE GOVERNANCE COMMITTEE


Members: Independent: Meetings held last FY:			David B. Pendarvis (Chair)1 Daniel T. Carter Eric P. Etchart Trevor I. Mihalik Graciela I. Monteagudo Gregory A. Sandfort2 Anne G. Saunders All 5			Primary Responsibilities: • Provides counsel to the Board, including the size and operation of the Board and its standing committees • Serves as the nominating function of the Board, which includes reviewing and interviewing qualified candidates to serve on the Board • Oversees and recommends to the Board: - structure, composition, and rotation of the committees of the Board - trading guidelines for directors, officers and key employees - director compensation and benefits policies and practices • Manages annual board and committee evaluations and assesses the effectiveness of the Board and its committees • Reviews stockholder proposals and recommends responses to the Board • Reviews and considers developments in corporate governance to ensure that best practices are being followed

1 Joined December 12, 2024

2 Until December 12, 2024

Board and Committee Self-Evaluation

The Corporate Governance Committee 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. Directors are encouraged to share constructive feedback on topics including Board and committee dynamics, operations, and effectiveness.

Board Evaluation

The Company conducts an annual comprehensive board self-evaluation to assess the effectiveness of the Board, its committees, and members. The process is coordinated internally by our Corporate Governance Committee in partnership with the Board Chair. The following evaluations are collected via online questionnaire:

1.Audit Committee Self-Evaluation Questionnaire

2.Compensation Committee Self-Evaluation Questionnaire

3.Corporate Governance Committee Self-Evaluation Questionnaire

4.Finance Committee Self-Evaluation Questionnaire

5.Individual Director Evaluation Questionnaire

6.Board Self Evaluation Questionnaire

7.Peer Evaluation Questionnaire

The Company’s comprehensive evaluation process includes a peer-based, individual director evaluation, which provides each director with confidential feedback from fellow Board members. The inclusion of peer evaluations is intended to promote accountability, reinforce a culture of continuous improvement, and ensure that each director contributes effectively to the Board’s oversight responsibilities. Insights from the overall evaluation process also inform succession planning, committee composition, and ongoing director education.

Questionnaire responses are collected anonymously to foster and promote open and candid feedback. The Corporate Governance Committee, in consultation with the Board Chair, reviews aggregated results to identify strengths, development opportunities, and areas for enhanced Board and committee performance.

Procedure

In advance of questionnaire deployment, all questionnaires are reviewed and updated by the Corporate Governance Committee, in consultation with the Board Chair and committee chairs. Once the questionnaire responses are collected and analyzed, the Company’s Board (including the CEO) and General Counsel review and discuss the results and any actions to be taken. The purpose of these evaluations is to identify areas where the Board and committees and each of its directors can enhance their performance and effectiveness. Additionally, the evaluations assist in determining whether adjustments are necessary in terms of the Board and committee leadership, composition and expertise. Lastly, the evaluations assist in ensuring that our Board and committees are aligned with our Company values and adhere to our Corporate Governance Guidelines and committee charters.

Nomination Policies and Procedures

The Corporate Governance Committee acts in conjunction with the Board to ensure that a regular evaluation is conducted of succession plans, performance, independence, and of the qualifications and integrity of the Board. The Corporate Governance Committee also reviews the applicable skills and qualifications required of nominees for election as directors. The objective is to balance the composition of the Board to achieve a combination of individuals with different skills and experiences to meet the needs of the Board and support the Company’s strategy, and such skills and experiences are outlined more fully in the matrix below. The Board has not established any specific diversity criteria for the selection of nominees other than the general composition criteria noted below.

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. Directors who reach the age of 72 are expected to retire and provide advance notice to the Board to support effective succession planning. However, the Board may re-nominate any director for up to three additional years if the Board determines that relevant circumstances warrant continued service.

The Corporate Governance Committee evaluates new Board nominees through a series of internal discussions, reviewing available information, and interviewing selected candidates. Generally, candidates for nomination to the Board have been identified and compiled in a database through director networking, professional organizations or suggestions from individual directors or employees. Historically, the Company has not employed a search firm or third party when seeking or evaluating candidates.

The Corporate Governance Committee considers director recruitment and succession planning for the Board at least annually. 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 in skills, qualifications and perspectives, including relevant experience that is appropriate for its oversight and governance responsibilities. The Corporate Governance Committee considers 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 directors is aligned with corporate strategy and appropriate for the evolving business and competitive environment of the Company.

Refreshed Board Composition and Leadership (FY 2022 - 2025)


Type of Change	Date of Change	Director	Position

Board Composition Changes

+	March 2022	Steven A. Brass	Director
+	June 2022	Edward O. Magee, Jr.	Director
-	December 2022	Gary O. Ridge	Director
+	December 2022	Cynthia B. Burks	Director
-	June 2024	Melissa Claussen	Director
-	December 2024	Gregory A. Sandfort	Director

SEC Form DEF 14A filed by WD-40 Company