Anne G. Saunders
WD 40About Anne G. Saunders
Independent director since March 2019; age 64. Chair of the Compensation and People Committee and member of the Audit and Corporate Governance Committees. Former senior P&L leader across consumer/retail and digital businesses: President, U.S. at FTD (2014–2016), President at Redbox (2012–2014), President, U.S. at nakedwines.com (2016–2017), with prior senior roles at Starbucks, Bank of America, Knowledge Universe (KinderCare), eSociety, and AT&T . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| nakedwines.com | President, U.S. | 2016–2017 | Senior P&L leadership in DTC wine subscription/e‑commerce |
| FTD Companies, Inc. | President, U.S. | 2014–2016 | Led U.S. floral/ gifting operations (NASDAQ: FTD at the time) |
| Redbox Automated Retail, LLC | President | 2012–2014 | Oversaw kiosk-based entertainment retail |
| Starbucks; Bank of America; Knowledge Universe (KinderCare); eSociety; AT&T | Senior executive roles | 1990–2012 | Marketing, product innovation, and business development leadership |
External Roles
| Organization | Public/Private | Role/Committee | Tenure |
|---|---|---|---|
| Reser’s Fine Foods | Private | Compensation Committee, member | Since Feb 2023 |
| Bowflex Inc. (formerly Nautilus, Inc.) | Public | Director; Board Chair (from Aug 2022) | 2012–2024 |
| Swiss Water Decaffeinated Coffee Inc. | Public (TSX: SWP) | Director | Nov 2017–May 2023 |
Board Governance
| Committee | Role | Meetings held last FY |
|---|---|---|
| Compensation and People Committee | Chair | 6 |
| Audit Committee | Member | 4 |
| Corporate Governance Committee | Member | 5 |
- Independence: Board affirmed independence for all nominees except the CEO; committees are fully independent .
- Attendance: Board met seven times; each director serving the full year attended at least 75% of Board and committee meetings; all current directors attended the annual meeting .
- Governance practices: Executive sessions of independent directors at each regularly scheduled board meeting; overboarding limit of ≤4 public company boards; hedging/pledging of Company stock prohibited; director equity must be held until board service ends .
- ESG oversight: Board maintains an ESG Advisory Group (members: Burks, Lee, Monteagudo, Pendarvis), indicating broader board focus (though Saunders is not listed in this group) .
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Base annual cash retainer | $75,000 (FY2025 policy) |
| Committee chair fees | Audit: $20,000; Compensation: $14,000; Corporate Governance: $11,000; Finance: $12,000 |
| Committee member fees | Audit: $11,000; Compensation: $6,000; Corporate Governance: $5,000; Finance: $6,000 |
| Board Chair additional fee | $50,000 (not applicable to Saunders) |
FY2025 director compensation (Saunders):
| Category | FY2025 Amount |
|---|---|
| Fees earned or paid in cash | $105,000 (base + committee roles) |
| Stock awards (RSUs, non‑elective) | $109,958 (405 RSUs at $271.50 grant-date price) |
| All other compensation | $7,000 (charitable contributions via Director Contributions Fund) |
| Total | $221,958 |
Notes:
- RSU holding policy: RSUs for non-employee directors are fully vested and settle only upon termination of board service; directors may elect RSUs in lieu of base cash fees (Saunders elected cash for base fee in FY2025) .
Performance Compensation
| Equity Award | Grant Date | Shares (units) | Fair Value per Share | Total Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|---|
| Non‑elective RSUs | Dec 12, 2024 | 405 | $271.50 | $109,958 | Fully vested; dividend equivalents; settled in shares upon termination of board service |
WD‑40 does not grant stock options to directors in FY2025; director RSUs are time‑based, not performance‑based .
Other Directorships & Interlocks
| External Board | Overlaps with WDFC stakeholders | Interlock/Conflict Indicator |
|---|---|---|
| Reser’s Fine Foods | None disclosed | No related-party transactions requiring disclosure in FY2025 |
| Bowflex Inc. | None disclosed | No related-party transactions requiring disclosure in FY2025 |
| Swiss Water Decaffeinated Coffee Inc. | None disclosed | No related-party transactions requiring disclosure in FY2025 |
Expertise & Qualifications
- Brand management, omni‑channel marketing, digital: deep expertise .
- Consumer/retail markets: deep expertise .
- Human capital & talent management: deep expertise .
- International/global business: deep expertise .
- Public company senior executive leadership: deep expertise .
- Legal & corporate governance: knowledgeable level .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Nature of Ownership | Vesting within 60 days? | Hedging/Pledging |
|---|---|---|---|---|---|
| Anne G. Saunders | 2,751 | <1% | Right to receive upon settlement of vested RSUs at end of board service | No (none vesting within 60 days of Oct 15, 2025) | Prohibited for directors (Company policy) |
Director equity holding guideline:
- RSUs to directors are settled only upon termination of service; equity received by directors must be held until board service ends .
Governance Assessment
- Strengths: Independent director with broad consumer/retail and digital expertise; chairs Compensation and People Committee overseeing pay philosophy, clawback, and double‑trigger change‑of‑control terms for executives; committee retains independent consultant (ClearBridge) and reviews peer benchmarking; shareholder support strong (Say‑on‑Pay approvals averaged 98% from 2011–2024), supporting pay‑for‑performance credibility .
- Alignment: Director equity must be held until service ends; RSU settlement deferred until termination enhances long‑term alignment; hedging/pledging prohibited .
- Engagement: Committee workloads (Audit 4; Compensation 6; Corporate Governance 5 meetings) and Board’s seven meetings, with ≥75% attendance for all directors serving full year; all directors attended annual meeting .
- Conflicts/Red Flags: No related‑party transactions reported for FY2025; no compensation interlocks; insider trading controls and 10b5‑1 pre‑approvals in place; overboarding policy enforced; no litigation noted for nominees .
- Implications: As Compensation Committee Chair, Saunders’ oversight of rigorous GRP/PSU/MSU frameworks, clawback adoption, and independent benchmarking suggests strong governance of executive pay and low risk of misaligned incentives; absence of related‑party issues and prohibited hedging/pledging support investor confidence in board effectiveness .