Eric P. Etchart
WD 40About Eric P. Etchart
Independent director since 2016 and non-executive Chairman of the Board since December 2024 (age 69). Former senior executive at The Manitowoc Company, Inc. with extensive international operating experience across China, Singapore, Italy, France, and the U.S.; recognized as an NACD Board Leadership Fellow with Climate Leadership and ESG certifications, emphasizing climate risk, fiduciary obligations, and investor engagement. Board independence affirmed under Nasdaq rules; core credentials include international operations, finance, governance, and ESG leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Manitowoc Company, Inc. (NYSE: MTW) | SVP, Business Development | 2015–2016 | Executive leadership on corporate development |
| The Manitowoc Company, Inc. | President & GM, Manitowoc Crane Group | 2007–2015 | Led global crane operations and strategy |
| MTW subsidiaries/predecessors | Sales, marketing, management roles | 1983–2007 | Progressive commercial roles across geographies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graco Inc. (NYSE: GGG) | Director | Since 2010 | Audit Committee member; Governance Committee member |
| Alamo Group Inc. (NYSE: ALG) | Director | Since 2015 | Compensation member; Nominating/Corporate Governance Committee chair |
| UPERIO Group (private) | Director; ESG Committee chair (group), Director/Officer (UPERIO USA) | Until Sep 2025 | Led ESG oversight across tower/self-erecting crane supplier |
Board Governance
| Attribute | Status/Detail |
|---|---|
| Independence | Independent; no material relationship with WDFC as defined by Nasdaq |
| Board Role | Non-executive Chairman since Dec 2024 |
| Committees | Corporate Governance Committee member; Finance Committee member |
| Attendance | Board held 7 meetings in FY2025; each director serving full year attended ≥75%; all current directors attended last annual meeting |
| Leadership Model | Independent Chair structure affirmed annually; separation from CEO for effective oversight |
| ESG Oversight | Board maintains an ESG Board Advisory Group (ad hoc) to guide ESG topics (Etchart not listed as a member) |
| Insider Trading Controls | Prohibits hedging, pledging, short sales, options/derivatives; requires pre-approval of Rule 10b5‑1 plans |
| Director Equity Holding Requirement | RSUs fully vested but settled only upon termination of service; directors must hold equity until service ends |
Fixed Compensation
| Component | FY2025 Policy | Etchart FY2025 |
|---|---|---|
| Base annual fee (cash unless elected as RSUs) | $75,000 | Elected RSUs in lieu of cash for base fee |
| Chair of the Board annual cash | $50,000 | Received Chair compensation |
| Committee Chair cash fees | Audit $20,000; Comp $14,000; Governance $11,000; Finance $12,000 | N/A (member, not chair) |
| Committee Member cash fees | Audit $11,000; Comp $6,000; Governance $5,000; Finance $6,000 | Member Governance ($5,000) and Finance ($6,000) |
| Director Contributions Fund | $7,000 charitable contributions per director | $7,000 designated |
| Total Fees Earned or Paid in Cash | — | $136,000 |
| All Other Compensation | — | $7,000 |
| Total Compensation | — | $252,958 |
Performance Compensation
| Equity Grant Type | FY2025 Grant Shares | Grant Date | Fair Value per Share | Grant Date Fair Value | Vesting Schedule | Settlement | Performance Linkage |
|---|---|---|---|---|---|---|---|
| Non-elective RSU (annual grant) | 405 shares | Dec 12, 2024 | $271.50 | $109,958 | Fully vested at grant | Shares issued upon termination of board service | None (time-based; fully vested) |
| Elective RSU (in lieu of base fee) | Not individually disclosed | Dec 12, 2024 | FMV on grant date | Not individually disclosed | Vests monthly over 12 months | Shares issued upon termination of board service | None (time-based) |
Notes:
- Director RSUs are entitled to dividend equivalents; settlement deferred until service ends; elective RSUs vest monthly; directors cannot sell until settlement .
- No options or PSU/MSU awards for directors; no director performance metrics or TSR-based vesting—performance equity metrics apply to executives, not directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in FY2025 per Item 407(e)(4)(iii) (no interlocks or insider participation issues) .
- Overboarding: WDFC guideline limits directors to ≤4 public boards; Etchart serves on 3 (WDFC, GGG, ALG) — within policy .
- Related-party reviews: Audit Committee oversees related-party transactions under a written policy; no transactions reportable under Item 404(a) in FY2025 .
Expertise & Qualifications
- International/global business, public company leadership, finance/accounting, operations; ESG leadership via NACD Fellow and Climate/ESG certifications, with a focus on climate risk and governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Notable Details |
|---|---|---|---|
| Eric P. Etchart | 7,870 | <1% | Includes right to receive 6,370 shares upon settlement of vested director RSUs at termination; 46 RSU shares vesting within 60 days of Oct 15, 2025 |
Board-wide alignment signals:
- Directors must hold equity until service ends; prohibited hedging/pledging enhances alignment .
Governance Assessment
- Board effectiveness: Independent Chair model with clear committee structure; Etchart’s roles on Corporate Governance and Finance strengthen oversight of nominations, board evaluation, capital/allocation, and M&A policy .
- Independence and attendance: Independent under Nasdaq; attendance met ≥75% expectations; full participation at annual meeting supports engagement .
- Compensation alignment: Director pay is modest and primarily fixed, with equity settled post-service—promotes long-term orientation; Etchart’s election to take base fee in RSUs further aligns interests .
- Conflicts/related parties: No reportable related-party transactions; interlocks absent; strong policy for related-party oversight reduces conflict risk .
- Risk controls: Strict prohibitions on hedging/pledging and mandatory plan pre-approvals; annual board and committee self-evaluations, and peer evaluations bolster governance discipline .
- Shareholder signals: Say-on-Pay approvals averaged 98% (2011–2024), indicating strong investor support for compensation governance; while focused on executives, it reflects board credibility in pay oversight .
RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, attendance shortfalls, or pay anomalies for directors in FY2025 .