Daniel T. Carter
WD 40About Daniel T. Carter
Independent director at WD-40 Company since 2016; age 69; currently serves as Audit Committee chair and member of the Corporate Governance and Finance Committees, with the Board designating him an “audit committee financial expert” under SEC rules . Career CFO with deep retail finance experience (BevMo!, Charlotte Russe, Advanced Marketing Services; Price Club/PriceCostco/Price Enterprises) and early-career auditor at Ernst & Young; credentials include NACD Certified Director, NACD Board Leadership Fellow, Harvard Corporate Director Certificate, and Carnegie Mellon CERT in Cyber-Risk Oversight; inactive CPA in California . The Board determined he is independent under Nasdaq rules, and there are no family relationships or material pending litigation involving director nominees; all directors attended the last annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BevMo! | Executive Vice President & Chief Financial Officer | 2009–2016 | Senior finance leadership; consumer retail execution |
| Semtek, Inc. | Chief Financial Officer | 2008–2009 | Corporate finance oversight |
| Charlotte Russe Holding, Inc. | Chief Financial Officer | 1998–2007 | Retail CFO; multi-year financial stewardship |
| Advanced Marketing Services | Chief Financial Officer | 1997–1998 | CFO for distribution/marketing firm |
| Price Club / PriceCostco / Price Enterprises | SVP (PriceCostco); CFO (Price Enterprises) | 1986–1997 | Wholesale retail finance; corporate finance leadership |
| Ernst & Young LLP | Auditor | Early career | Public accounting foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chosen Foods, LLC | Director | 1/2018–8/2021 | Private company board service |
| Other public company boards | None disclosed | — | No current public-company directorships disclosed for Carter in WDFC proxy |
Board Governance
- Committee assignments: Audit Committee chair; Corporate Governance Committee member; Finance Committee member .
- Financial expertise: Board-designated “audit committee financial expert” under SEC regulations .
- Independence: Board determined he is independent under Nasdaq rules; 8 of 9 director nominees are independent overall .
- Attendance and engagement: Board met 7 times; each director attended ≥75% of Board/committee meetings; all current directors attended the last annual meeting . Committee meetings last FY: Audit 4; Corporate Governance 5; Finance 4 .
- Governance practices: Independent non-employee Board Chair (separate from CEO); executive sessions of independent directors at each regular meeting; overboarding policy limits total public boards to ≤4; equity received by directors must be held until board service ends; anonymous hotline with quarterly reporting to Audit Committee .
- Insider trading controls: Pre-approval required for Rule 10b5-1 plans; prohibitions on short sales, options/derivatives, hedging, pledging/margin; covered individuals include directors .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Base annual director fee | $75,000 | Paid in cash by Carter (no elective RSUs for base) |
| Audit Committee chair fee | $20,000 | Chair rate per Director Compensation Policy |
| Corporate Governance Committee member fee | $5,000 | Member rate |
| Finance Committee member fee | $6,000 | Member rate |
| Total cash fees | $106,000 | Sum of base + committee fees |
| Charitable contributions (Director Contributions Fund) | $7,000 | Company-funded per director designation |
| Total fixed compensation | $113,000 | Cash fees + contributions |
- Director cash/equity mix (FY2025): Cash fees $106,000 , RSU grant $109,958 (405 shares at $271.50 close on grant date) ; total $222,958 . Approximate mix: cash ~48%, equity ~49%, other ~3% (derived from cited values) .
Performance Compensation
| Equity Grant (FY2025) | Shares | Grant Date Fair Value | Vesting/Settlement | Notes |
|---|---|---|---|---|
| Non-elective RSUs | 405 | $109,958 | RSUs fully vested (non-elective); settled in stock upon termination of board service; dividend equivalents paid | Grant value based on $271.50 close on 12/12/2024 |
| Elective RSUs in lieu of base fee | None elected | — | Elective RSUs vest monthly over 12 months if elected | Carter elected cash for base fee |
- WDFC does not grant performance-linked equity (e.g., PSUs/MSUs) to non-employee directors; RSU awards are time-based and settled upon termination of service .
Other Directorships & Interlocks
| Company | Relationship to WDFC | Overlap/Interlock Risk |
|---|---|---|
| Chosen Foods, LLC (2018–2021) | No disclosed supplier/customer tie to WDFC in proxy | No interlock disclosed; independence affirmed |
Expertise & Qualifications
- Financial oversight: Multi-company CFO; SEC-designated audit committee financial expert; inactive CPA (California) .
- Governance credentials: NACD Certified Director; NACD Board Leadership Fellow; Harvard Corporate Director Certificate; Carnegie Mellon CERT in Cyber-Risk Oversight .
- Sector experience: Retail and consumer markets; finance and accounting; international/global business .
Equity Ownership
| Ownership Detail (as of 10/15/2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership (deferred RSUs to be settled upon termination of service) | 6,205 shares | No shares vesting within 60 days of record date |
| % of shares outstanding | ~0.046% (6,205 / 13,527,835) | Proxy notes “less than 1%” for directors |
| Pledged shares | Not permitted under policy | Hedging and pledging prohibited for directors |
| Equity holding requirement | Must hold equity until end of board service; settlement of RSUs upon termination |
Insider Trades and Section 16 Compliance
| Director | Delinquent Section 16(a) Reports | Notes |
|---|---|---|
| Daniel T. Carter | None noted | Company states Section 16(a) compliance, with exceptions described (none specific to Carter) |
Governance Assessment
- Board effectiveness: Carter’s chairmanship of the Audit Committee, SEC “financial expert” designation, and deep CFO background strengthen financial reporting oversight, internal controls, and cybersecurity risk governance; Audit met 4× in FY2025, with independent sessions at each Board meeting .
- Independence and conflicts: Board confirms independence; insider trading policy prohibits hedging/pledging and mandates pre-approval of trading plans; no family relationships or material litigation involving nominees disclosed; no related-party ties flagged in Carter’s biography, reducing conflict risk .
- Alignment and ownership: Directors are required to hold equity until service ends; Carter holds 6,205 deferred RSUs, aligning with shareholder interests while limiting short-term trading; pledging is prohibited, mitigating alignment risks .
- Compensation structure: Director pay is modest and committee-duty linked; Carter’s FY2025 total ($222,958) splits evenly between cash and RSUs, reflecting at-risk exposure to share price on settlement and reinforcing long-term orientation; director compensation reviewed against NACD and FW Cook benchmarks .
- Shareholder signals: Say-on-Pay averaged 98% approval across 2011–2024, indicating strong investor support for WDFC’s compensation governance framework, albeit focused on executives rather than directors .
RED FLAGS: None evident—independence affirmed; robust insider trading restrictions; equity holding until end of service; no disclosed related-party transactions or family ties; and adequate attendance affirmed at the aggregate level .