Edward O. Magee, Jr.
WD 40About Edward O. Magee, Jr.
Independent director of WD‑40 Company since June 2022; age 59. Magee is a manufacturing, operations, and supply‑chain leader with multi‑industry operating experience (Fender, Thomas & Betts/ABB, Harley‑Davidson) and current academic leadership roles at Belmont University (VP for Strategic Operations; Executive‑in‑Residence/Professor of Practice; COO of the Thomas F. Frist, Jr. College of Medicine). He is independent under Nasdaq rules and serves on the Audit, Compensation & People, and Finance Committees . Recognitions include NACD Directorship 100 (2025), Corporate Directors Forum Director of the Year – Emerging Board Leader (2024), Savoy Most Influential Corporate Director (2024), and Presidential Leadership Scholar (2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fender Musical Instruments Corp. | EVP, Operations (prev. SVP, Operations) | 2016–2022 (EVP 2/2020–12/2022; SVP 2016–2020) | Global manufacturing, supply chain leadership |
| Thomas & Betts (now ABB Ltd.) | VP, Operations & Distribution | 2014–2016 | Operations footprint, distribution execution |
| Harley‑Davidson Motor Company | Various management roles in vehicle operations | 2004–2014 | Plant operations, lean/quality, logistics |
| U.S. Marine Corps | Lieutenant Colonel (combat-decorated) | Prior to corporate roles | Leadership, risk, logistics discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Belmont University (Jack C. Massey College of Business; Thomas F. Frist, Jr. College of Medicine) | VP for Strategic Operations; Executive‑in‑Residence & Professor of Practice, Business; COO (Frist College of Medicine) | VP since 2/2023; COO since 9/2024 | Academic leadership and operations |
| NACD Nashville Chapter | Chair | Current | Director education and governance leadership |
| Smithsonian SITES | Affiliations Advisory Board | Current | Advisory role |
| Boys & Girls Clubs of Middle Tennessee | Board/Advisor | Current | Community engagement |
| Veteran Courage Project | Advisory Board | Current | Veteran support |
| Fender Play Foundation™ | Co‑President & Executive Director | Previous | Non‑profit leadership |
| Duke University – Fuqua School of Business | Board of Visitors | Previous | Academic advisory |
Board Governance
- Independence: Independent under Nasdaq; no material relationships with the Company .
- Committee assignments (FY2025): Audit (member), Compensation & People (member), Finance (member). Not a committee chair .
- Meeting cadence/attendance: Board met 7x in FY2025; each director serving the full year attended at least 75% of aggregate Board and committee meetings; all current directors attended the last annual meeting .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Overboarding policy: Directors limited to serving on no more than four public company boards in total .
- ESG oversight: Board maintains an ESG Board Advisory Group (Burks, Lee, Monteagudo, Pendarvis) to advise management; committees oversee risk domains including cybersecurity (Audit) and capital allocation (Finance) .
- Related party/Conflicts: Audit Committee oversees a formal related‑party transaction policy; no related‑party transactions reportable in FY2025 . Company reports compliance with Section 16(a) reporting in FY2025 .
- Insider trading and alignment safeguards: Prohibits hedging, pledging, short sales, and derivatives; pre‑clearance required for 10b5‑1 plans; equity received by directors must be held until service ends .
Fixed Compensation
| Component (FY2025) | Policy/Amount | Individual Result (Magee) |
|---|---|---|
| Base annual cash retainer | $75,000 | Elected 67% in cash and 33% in RSUs (of base) |
| Committee member fees | Audit $11,000; Compensation $6,000; Finance $6,000 | Committee member; fees included in cash total |
| Board Chair premium | $50,000 | Not applicable |
| Director Contributions Fund | $7,000 (Company donations designated by director) | $7,000 (recorded as All Other Compensation) |
| Cash fees earned/paid | — | $98,000 |
| Total director compensation | — | $214,958 (Cash $98,000; Stock Awards $109,958; Other $7,000) |
Notes: Non‑employee director fees paid in 1Q2025; committee fees per adopted Director Compensation Policy (10/3/2024) .
Performance Compensation
WD‑40 does not use performance‑based pay for directors; equity is delivered as RSUs, fully vested (non‑elective grants) and settled only upon termination of Board service; elective RSUs (in lieu of cash) vest monthly over 12 months. No stock options or performance units are used for directors .
| Equity Element | Grant Details | Settlement/Vesting | 2025 Amount (Magee) |
|---|---|---|---|
| Annual RSU grant (non‑elective) | Granted 12/12/2024; 405 RSUs to each non‑employee director; grant date FV ≈ $110,000 based on $271.50/share | Fully vested; dividend equivalents; settlement at end of Board service | $109,958 FV; 405 RSUs |
| Elective RSUs (in lieu of base cash) | Director‑elected portion of $75,000 base converted to RSUs at grant-date price | Vest monthly over 12 months; settle at end of Board service | Elected 33% of base into RSUs |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Magee .
- Compensation Committee interlocks: None during FY2025 (company‑wide disclosure) .
Expertise & Qualifications
- Manufacturing, operations, supply chain, and logistics leadership across consumer/industrial companies (Fender; ABB/Thomas & Betts; Harley‑Davidson) .
- Governance credentials: Certificates in corporate directorship, ESG, and cyber risk; member of Digital Directors Network; NACD Directorship 100 (2025) .
- Leadership/recognition: 2024 CDF Director of the Year – Emerging Board Leader; 2024 Savoy Most Influential Corporate Director; 2025 Presidential Leadership Scholar .
- Academic leadership and health sciences operations (Belmont University; COO of Frist College of Medicine) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (10/15/2025) | 2,001 shares; “*” = less than 1% of class (13,527,835 shares outstanding) |
| Composition | Right to receive 1,945 shares upon settlement of vested RSUs at end of Board service (14 shares vest within 60 days of 10/15/2025) |
| Director equity policy | RSUs for directors are fully vested (non‑elective) and settle upon termination of service; elective RSUs vest over 12 months; dividend equivalents accrue; equity must be held until service ends |
| Hedging/pledging | Prohibited for directors (hedging, pledging, shorts, options/derivatives) |
Governance Assessment
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Strengths
- Independent, multi‑committee director (Audit, Compensation & People, Finance) with deep operations/supply‑chain expertise—directly relevant to cost, margin, and capital allocation oversight .
- Strong alignment via equity: annual RSU grant (~$110k) plus election to take 33% of base in RSUs; director equity must be held until service ends; no hedging/pledging permitted .
- Clean conflicts profile: no related‑party transactions reportable; Section 16(a) compliance reported .
- Board process quality: overboarding limits; independent chair; executive sessions each meeting; formal self‑evaluations and peer reviews; independent comp consultant; high historical Say‑on‑Pay support (avg. 98% 2011–2024), indicating shareholder confidence in governance and pay practices .
-
Watch items
- Workload: membership on three key committees (Audit/Comp/Finance) concentrates oversight responsibilities—continue monitoring attendance and engagement (Board met 7x; committees 4/4/6; minimum 75% attendance achieved by all directors) .
- No public‑company board interlocks disclosed; maintain vigilance as outside commitments evolve .
Conclusion: Magee enhances board effectiveness through operations and human‑capital insights, with strong independence and alignment signals (equity election, holding requirements). No conflict red flags or attendance issues were disclosed in FY2025; governance structures and shareholder feedback remain supportive .