David B. Pendarvis
WD 40About David B. Pendarvis
Independent director of WD‑40 Company since 2017; age 66; currently chairs the Corporate Governance Committee and serves on the Audit and Compensation & People Committees. Until retirement in June 2023, he was Chief Administrative Officer of ResMed Inc.; prior roles include Global General Counsel and interim President, EMEA & Japan; earlier career as partner at Gray Cary Ware & Freidenrich (now DLA Piper) and Gibson Dunn; law clerk to U.S. District Court Judge J. Lawrence Irving. He earned an ESG certificate from Berkeley Law Executive Education and is recognized for expertise in corporate governance, compliance, IP, and global legal affairs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. (RMD) | Chief Administrative Officer; Corporate Secretary; Interim President EMEA & Japan; Global General Counsel; VP Organizational Development | 2002–2023 | Global legal, governance, investor relations, corporate communications; international executive management |
| Gray Cary Ware & Freidenrich (now DLA Piper) | Partner | Prior to 2002 | Corporate legal practice |
| Gibson, Dunn & Crutcher | Partner | Prior to 2002 | Corporate legal practice |
| U.S. District Court, S.D. Cal. | Law Clerk to Judge J. Lawrence Irving | Early career | Federal judiciary clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sequenom, Inc. (NASDAQ: SQNM) | Director | 2009–2016 | Company acquired by Laboratory Corp. of America (NYSE: LH) in 2016 |
| ResMed subsidiaries | Director/officer | Ended 6/2023 | Subsidiary governance roles |
| Corporate Directors Forum | Board member | 2010–2019 | Governance community engagement |
| San Diego Regional Chamber of Commerce | Board member | Ended 5/2023 | Regional business leadership |
Board Governance
- Independence: The Board determined Pendarvis is independent under Nasdaq rules; 8 of 9 nominees are independent .
- Committee assignments: Corporate Governance Committee (Chair); Audit Committee (member); Compensation & People Committee (member). He also serves on the Board’s ESG Advisory Group created in FY2024 .
- Attendance: Seven Board meetings last fiscal year; each director attended at least 75% of Board and committee meetings; all directors attended the annual meeting .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Governance processes: Leads annual Board/committee evaluations, peer evaluations, and director succession planning via Corporate Governance Committee .
Fixed Compensation
| Component | Detail | FY2025 Amount |
|---|---|---|
| Base annual fee (cash) | Elected to receive base in cash | $75,000 |
| Committee fees | Audit member $11,000; Compensation member $6,000; Corporate Governance Chair $11,000 | $28,000 total |
| Chair of Board premium | Not applicable (Board Chair is Eric P. Etchart) | $0 |
| RSU annual grant (non‑elective) | 405 RSUs granted Dec 12, 2024; grant-date fair value approx. $110,000 | $109,958 |
| Charitable contributions | Director Contributions Fund (company-paid per director) | $7,000 |
| Total FY2025 director compensation | Fees + Stock Awards + Other | $219,958 |
Key features:
- RSUs for directors are fully vested at grant (Elective RSUs vest monthly), accrue dividend equivalents, and settle in shares only upon termination of Board service, enhancing long-term alignment .
- Non-employee director compensation reviewed using NACD and FW Cook reports; Corporate Governance Committee sets director pay .
Performance Compensation
| Metric | Plan | Weight | FY2025 Result |
|---|---|---|---|
| None disclosed for directors | Directors receive cash retainers and RSUs; no performance metrics tied to director pay at WDFC | N/A | N/A |
RSUs are time-based for directors and settled upon end of service; WDFC does not disclose any TSR/financial performance metrics for non‑employee director compensation .
Other Directorships & Interlocks
| Category | Item |
|---|---|
| Current public company directorships | None disclosed for Pendarvis |
| Prior public company boards | Sequenom, Inc. (2009–2016) |
| Compensation committee interlocks | None during FY2025 (per Item 407(e)(4)(iii)) |
| Related-party transactions | None required to be reported under Item 404(a) in FY2025 |
Expertise & Qualifications
- Legal & Corporate Governance; Finance & Accounting; International/Global Business; Leadership, per Board skills matrix .
- ESG certificate (Berkeley Law Executive Education), with governance, compliance, IP, and worldwide legal expertise supporting risk oversight .
Equity Ownership
| Holder | Total Beneficial Ownership | Components | % of Shares Outstanding |
|---|---|---|---|
| David B. Pendarvis | 5,339 shares | Includes right to receive 5,011 shares upon settlement of vested RSUs at end of service; no shares vesting within 60 days of Oct 15, 2025 | <1% (based on 13,527,835 shares outstanding) |
| Director equity holding policy | RSUs for directors settle only upon termination of Board service (long-term holding requirement) | Policy applies to all non‑employee directors | N/A |
| Hedging/Pledging | Prohibited for directors (short sales, options/derivatives, hedging, pledges/margin borrowing) | Insider Trading Policy | N/A |
Governance Assessment
- Strengths: Independent director chairing Corporate Governance Committee; active on Audit and Compensation Committees; participates in ESG Advisory Group; strong director equity holding requirement and banned hedging/pledging; robust Board evaluation and peer review processes; all directors met attendance expectations .
- Compensation alignment: Director pay balanced between cash retainers and equity (RSUs settled at end of service), reinforcing long-term alignment; FY2025 cash fees reconcile exactly with committee roles, evidencing transparent structure .
- Conflicts/related-party exposure: No Item 404(a) related-party transactions; no committee interlocks; independent status affirmed .
- Shareholder signals: Historical Say‑on‑Pay support strong (average ~98% for 2011–2024), indicating investor confidence in compensation governance; executive sessions each regular meeting support independent oversight .
- RED FLAGS: None observed—no pledging/hedging, no related-party transactions, attendance met thresholds, no material litigation involving director nominees .