Graciela I. Monteagudo
WD 40About Graciela I. Monteagudo
Independent director at WD‑40 Company since June 2020; age 59. Former President & CEO of Lala U.S., Inc. (2017–2018), with prior senior roles at Mead Johnson (2012–2017) and Walmart Mexico/Sam’s Club (2008–2012). NACD Certified Director and 2022 NACD Directorship 100 honoree; earned certifications in artificial intelligence, climate, and ESG. Core credentials span international consumer/retail markets, brand and omni‑channel marketing, operations, and senior public‑company leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lala U.S., Inc. | President & CEO | 2017–2018 | Led U.S. operations for dairy/CPG platform |
| Mead Johnson Nutrition Company / Mead Johnson & Company, LLC | President, Americas & Global Marketing; other leadership roles | 2012–2017 | Global and regional P&L, brand and channel leadership |
| Walmart Mexico (Sam’s Club) | SVP, Business Unit Head | 2008–2012 | Retail operations and growth in Mexico |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| ACCO Brands Corporation (NYSE: ACCO) | Director | Since Aug 2016 | Chair, Nominating, Governance & Sustainability; Member, Compensation & Human Capital |
| iHeartMedia, Inc. (NASDAQ: IHRT) | Director | Since Jul 2021 | Member, Audit Committee |
| Driscoll’s (private) | Director (prior) | Mar 2021–Dec 2021 | — |
| The Juice Plus+ Company, LLC (private) | Director (prior) | Sep 2019–Jul 2023 | — |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under Nasdaq rules; Board has determined all nominees except the CEO are independent |
| Committee assignments (FY2025) | Compensation & People (member); Corporate Governance (member); Finance (member) |
| ESG leadership | Member of Board‑level ESG Advisory Group formed in FY2024 (ad hoc guidance on ESG strategy) |
| Attendance and engagement | Board met 7 times; each director serving full FY attended ≥75% of Board and committee meetings; all current directors attended last annual meeting |
| Executive sessions | Independent directors meet in executive session at each regularly scheduled Board meeting |
| Overboarding policy | Directors limited to ≤4 public boards; Board reviews composition/rotation annually |
| Related‑party oversight | Audit Committee reviews/approves related‑party transactions; no transactions reportable under Item 404(a) in FY2025 |
Fixed Compensation (Director) – Fiscal Year 2025
| Component | Amount |
|---|---|
| Base annual retainer (cash) | $75,000 (director-elected; she elected cash) |
| Committee fees (member): Compensation & People $6,000; Corporate Governance $5,000; Finance $6,000 | $17,000 total |
| Chair/Lead Independent Director premium | $0 (not applicable) |
| Stock awards (non‑elective RSU, 405 shares @ $271.50) | $109,958 |
| Director Contributions Fund (charitable) | $7,000 |
| Total FY2025 compensation | $208,958 (Fees $92,000; Stock $109,958; Other $7,000) |
Notes:
- Non‑employee directors received an annual RSU grant (~$110,000 grant‑date value) that is fully vested at grant, pays dividend equivalents, and settles in shares only upon termination of Board service; elective RSUs (if chosen in lieu of cash) vest monthly over 12 months; she elected cash for base fee in FY2025 .
- No meeting fees are paid; fee schedule set by Board upon Governance Committee recommendation .
Performance Compensation (Director)
| Element | Metrics | Terms |
|---|---|---|
| Performance‑based equity/options | None disclosed for directors | Annual director equity is time‑based RSUs, fully vested at grant, settled at end of service; no option grants reported for directors |
Other Directorships & Interlocks
- Current public boards: ACCO Brands (NG&S Chair; Compensation & Human Capital member); iHeartMedia (Audit member) .
- Compensation Committee interlocks: None for WD‑40 in FY2025 (no executive officer served on another company’s compensation committee that reciprocally included a WD‑40 officer) .
- Related‑party transactions: None requiring disclosure in FY2025 .
Expertise & Qualifications
- International/global business leadership across Latin America and U.S.; consumer/retail markets; brand and omni‑channel marketing; operations; senior public‑company leadership .
- NACD Certified Director; certifications in AI, climate, and ESG (enhances oversight of digital, sustainability, and governance risks) .
- Skills matrix designates her with deep/knowledgeable expertise in Brand/Omni‑Channel/Digital, Consumer/Retail Markets, International/Global Business, Leadership (public company senior executive), and Operations .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 2,261 shares (all represent right to receive upon settlement of vested RSUs at end of service; no shares vesting within 60 days of Oct 15, 2025) |
| Ownership as % of shares outstanding | ~0.017% (2,261 / 13,527,835 shares outstanding as of Oct 15, 2025) |
| Vested vs. unvested | Vested RSUs deferred to termination (director RSUs fully vest at grant; settlement deferred) |
| Pledging/hedging | Prohibited for directors (no pledges, hedges, short sales, or derivative transactions) |
| Director equity holding policy | RSUs settle only upon termination of Board service; promotes long‑term alignment |
Governance Assessment
- Strengths
- Independent, multi‑committee contributor (Compensation & People, Corporate Governance, Finance), plus ESG Advisory Group participation, signaling high engagement on human capital, governance, capital/strategy, and sustainability topics .
- Strong shareholder alignment mechanisms: director RSUs fully vested but held until service ends; hedging/pledging prohibited .
- No related‑party transactions or compensation interlocks; robust Board‑level evaluation and succession processes; executive sessions at each scheduled meeting .
- Compensation & People Committee engages an independent consultant (ClearBridge); Say‑on‑Pay support has averaged ~98% (2011–2024), indicating broad investor alignment with pay practices overseen by the committee on which she serves .
- Potential watch‑items (not red flags)
- External commitments: Serves on two other public boards (total of three including WD‑40), within WD‑40’s overboarding limit of four; monitor time demands as committee roles are significant across entities .
- RED FLAGS
- None identified: no attendance concerns, no reportable related‑party transactions, no pledging/hedging, no compensation interlocks reported in FY2025 .
Appendix: Committee Landscape and Meetings (FY2025)
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation & People | Member | 6 |
| Corporate Governance | Member | 5 |
| Finance | Member | 4 |
| Board | Director (independent) | 7 (Board meetings); ≥75% attendance for all directors serving full FY |
Notes on Director Compensation Structure (FY2025)
- Cash: Base $75,000; member fees—Audit $11,000; Compensation $6,000; Corporate Governance $5,000; Finance $6,000; Chair premiums—Audit $20,000; Compensation $14,000; Corporate Governance $11,000; Finance $12,000 .
- Equity: Annual non‑elective RSU grant (~$110,000); directors may elect RSUs in lieu of cash base fee; RSUs fully vested at grant (elective RSUs vest monthly over 12 months); settled at end of service; dividend equivalents paid .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2025) | Company reports compliance with Section 16(a) filing requirements based on reviews and representations (no exceptions disclosed for directors) |
| Form 4 transactions (FY2025 Proxy) | No director‑specific Form 4 transaction detail is presented in the proxy; beneficial ownership and deferred RSU holdings disclosed (see Equity Ownership) |
Change‑in‑Control/Clawbacks (Contextual to Committee Oversight)
- Director equity is not performance‑based and settles at end of service; executive clawback policy applies to executive officers in the event of an accounting restatement, administered by the Compensation & People Committee (on which she serves) .