Cynthia B. Burks
WD 40About Cynthia B. Burks
Independent director of WD‑40 Company since December 2022; age 59. Managing member of Excel Advising, LLC (formed November 2022), after serving as SVP and Chief People & Culture Officer at Genentech from 2019–2022, with prior HR leadership roles from 2011–2019. She holds certifications in corporate directorship, executive compensation, and climate; core credentials include human capital strategy, succession planning, compensation strategy, culture and DEI, and organizational design .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | SVP & Chief People & Culture Officer | 2019–2022 | Led human capital strategy and culture initiatives |
| Genentech-affiliated companies | VP, Human Resources (various roles) | 2011–2019 | HR leadership across affiliates |
| Various industries (media, consumer goods, technology) | HR/Organizational Development roles | Not disclosed | Built HR capability and organizational design experience |
| Excel Advising, LLC | Managing Member | 11/2022–present | Executive coaching and HR consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inspire Medical Systems, Inc. (NYSE: INSP) | Director | Since 8/2022 | Organization & Compensation Committee member |
| Sellars Absorbent Materials, Inc. | Director | Since 8/2022 | Manufacturer of absorbents; board service |
| Cityblock | Director | Since 7/2025 | Talent & Compensation Committee chair |
| Genentech Foundation (non‑profit) | Trustee/Director | 2020–2022 | Prior service |
| Torch (educational software) | Director | 2021–2025 | Prior service |
Board Governance
- Committees: Audit Committee (member); Compensation and People Committee (member). She also serves on the Board’s ESG Advisory Group (ad hoc) with three other directors .
- Independence: Board determined she is independent under Nasdaq rules; no material relationship with the Company .
- Attendance & engagement: The Board met seven times in the last fiscal year; each director serving the full year attended ≥75% of Board and committee meetings. All directors attended the annual meeting; independent director executive sessions are held at each regularly scheduled Board meeting .
- Board leadership: WD‑40 maintains a separated Chair/CEO structure; independent Chair since 2022 (Eric P. Etchart as of December 2024) .
- Overboarding policy: Corporate Governance Guidelines limit directors to no more than four public company boards .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $75,000 | Burks elected to receive base fee in cash |
| Audit Committee member fee | $11,000 | Member-level fee |
| Compensation & People Committee member fee | $6,000 | Member-level fee |
| Total cash fees (FY2025) | $92,000 | Sum of retainer + committee fees |
| Director Contributions Fund | $7,000 | Company-designated charitable contributions |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Settlement | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual non‑elective RSU | 12/12/2024 | 405 shares | $109,958 (405 × $271.50 close) | RSUs are fully vested (non‑elective) and settle in shares upon end of board service; elective RSUs (if any) vest monthly over 12 months | RSUs entitled to dividend equivalents |
Additional director compensation policies:
- Equity holding requirement: Director RSUs are settled only upon termination of board service; equity must effectively be held during service (alignment) .
- Hedging/pledging prohibited; no short sales, options/derivatives, or margin pledges permitted for directors .
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict |
|---|---|---|
| Inspire Medical Systems (INSP) | Public; medical devices | No WD‑40 customer/supplier overlap disclosed; standard director service |
| Sellars Absorbent Materials | Private; absorbents | No WD‑40 related-party transaction reported |
| Cityblock | Private; healthcare services | No WD‑40 related-party transaction reported |
- Related party transactions: The Audit Committee reported no transactions requiring disclosure under Item 404(a) in FY2025 (reduces conflict risk) .
- Compensation Committee interlocks: None in FY2025 (mitigates governance conflicts) .
Expertise & Qualifications
- Human capital and talent management; succession planning; compensation strategy; culture/DEI; organizational design .
- Certifications: Corporate directorship, executive compensation, climate .
- Skills Matrix: Rated for Human Capital & Talent Mgmt.; International/Global Business; and Public Company Senior Executive Leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | Nature | % of Shares Outstanding |
|---|---|---|---|
| Cynthia B. Burks | 1,291 | Right to receive shares upon settlement of vested RSUs at end of board service; no shares vesting within 60 days of 10/15/2025 | <1% (based on 13,527,835 outstanding) |
Policy context:
- Director equity is held until service ends, aligning director interests with long‑term shareholders .
- Hedging and pledging are prohibited for directors, reinforcing alignment .
Governance Assessment
- Committee effectiveness: Serving on Audit and Compensation aligns with her HR/compensation expertise; ESG Advisory Group participation strengthens oversight in sustainability and talent risk .
- Independence & attendance: Independent under Nasdaq rules; attendance thresholds met; annual meeting attended; executive sessions at each meeting—supports board effectiveness .
- Pay and alignment: FY2025 compensation mix (cash $92k; equity ~$110k; charitable $7k) is standard for mid‑cap boards; RSUs fully vested but deferred until exit; dividend equivalents permitted—alignment with long‑term value .
- Shareholder signals: Say‑on‑Pay support averaged 98% from 2011–2024, signaling broad investor acceptance of WD‑40’s compensation governance framework .
- Conflicts/related parties: No related party transactions reported for FY2025; compensation committee interlocks absent; overboarding cap in place—low conflict risk .
RED FLAGS
- None identified in FY2025 filings: no related‑party transactions; hedging/pledging prohibited; attendance thresholds met; no litigation involving nominees disclosed .