Lara L. Lee
WD 40About Lara L. Lee
Independent director at WD‑40 Company since December 2020; age 62. She is a NACD Certified Director with an ESG certificate from Berkeley Law Executive Education and was named Director of the Year – Enhancement of Culture & Inclusion by Corporate Directors Forum in 2025. Ms. Lee’s background spans retail operations, innovation consulting, and global brand development, including senior roles at Lowe’s, Orchard Supply Hardware, Continuum, Jump Associates, and 15 years at Harley-Davidson; she began her career at Ernst & Whinney (now EY). The Board classifies her as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orchard Supply Hardware (subsidiary of Lowe’s) | President | 2016–2018 | Retail operations leadership |
| Lowe’s Companies, Inc. | Senior Vice President | 2013–2018 | Market development, digital/e‑commerce, channel marketing |
| Continuum (global consultancy) | Chief Innovation and Operating Officer | 2011–2013 | Innovation and operating leadership |
| Jump Associates (innovation firm) | Partner | 2007–2010 | Strategy/innovation |
| Harley‑Davidson Motor Company | Division head/VP/business unit leader | ~15 years | European/Asian strategy, marketing, business development |
| Ernst & Whinney (EY) | Early career | N/A | Audit/consulting, Washington D.C. and Singapore |
External Roles
| Organization | Role | Tenure | Status/Committees |
|---|---|---|---|
| Independence Holdings LP GP, LLC (parent of Liberty Safe) | Director | Since Oct 2021 | Private; board role |
| Rather Outdoors Corporation | Director | Since Feb 2023 | Private; Compensation Committee member |
| Marrone Bio Innovations, Inc. (MBII; now part of Bioceres Crop Solutions) | Director; Audit and Compensation Committees; board ESG lead | Nov 2020–Jul 2022 | Public (prior); acquired; ESG leadership |
| The Sill, Inc. | Director | Nov 2018–Mar 2024 | Private; omnichannel retail |
| Organically Grown Company | Board Chair; chaired Compensation, Culture & People; and Governance | Aug 2019–Jul 2021 | Private; governance leadership |
Board Governance
- Committee assignments and roles (current nominees list): Member of Compensation and People Committee and Finance Committee (no chair role) .
- Historical committee service: Audit Committee member until Dec 12, 2024; continues on Compensation and Finance in FY 2025 .
- Independence: Board determined Ms. Lee is independent under Nasdaq rules .
- Attendance: In FY 2025 there were seven Board meetings; each director serving the full year attended ≥75% of Board and committee meetings; all directors attended the last annual meeting .
- ESG oversight: Serves on Board’s ESG Advisory Group established in FY 2024 (with Burks, Monteagudo, Pendarvis) .
| Committee | FY 2024 | FY 2025 |
|---|---|---|
| Audit | Member | Not listed (service until Dec 12, 2024) |
| Compensation & People | Member | Member |
| Finance | Member | Member |
| Corporate Governance | Not listed | Not listed |
The Board prohibits hedging, pledging, short sales, options or derivative transactions by directors; equity received by directors must be held until board service ends .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base annual fee (policy) | $60,000 | $75,000 |
| Committee membership fees (policy) | Audit $11,000; Comp $6,000; Governance $5,000; Finance $6,000 | Audit $11,000; Comp $6,000; Governance $5,000; Finance $6,000 |
| Chair fees (policy) | Audit $20,000; Comp $14,000; Governance $11,000; Finance $12,000 | Audit $20,000; Comp $14,000; Governance $11,000; Finance $12,000 |
| Fees earned (L. Lee) | $77,000 | $87,000 |
| Charitable contributions (Company‑funded) | $7,000 | $7,000 |
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director RSU grant (non‑elective) | 406 shares; grant date fair value ≈ $97,000 (closing price $238.40) | 405 shares; grant date fair value ≈ $110,000 (closing price $271.50) |
| Elective RSUs (in lieu of cash) | Available; vests monthly over 12 months if elected | Available; same terms |
Director equity awards are fully vested (non‑elective) and settled upon termination of board service; elective RSUs vest monthly over 12 months . No performance metrics apply to director pay (director compensation is cash retainer plus equity grants); performance plans (GRP/PSU/MSU) apply to executives, not directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: None for FY 2025 .
- Overboarding policy: Directors limited to service on no more than four public company boards .
- Public company boards: None currently disclosed for Ms. Lee; prior public board service at MBII ended upon acquisition .
Expertise & Qualifications
- Skills matrix indicates deep/knowledgeable expertise in Finance & Accounting; Consumer/Retail; Brand management and omni‑channel/digital; Human Capital; Innovation; International business; Public-company leadership .
- Certifications: NACD Certified Director; ESG certificate (Berkeley Law Exec Ed) .
- Recognition: Corporate Directors Forum Director of the Year – Enhancement of Culture & Inclusion (2025) .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (L. Lee) | 1,486 shares (all RSUs deferred until termination) | 1,891 shares (all RSUs deferred until termination) |
| Shares outstanding | 13,553,739 | 13,527,835 |
| Ownership % | ~0.011% (1,486/13,553,739) | ~0.014% (1,891/13,527,835) |
| Pledged/Hedged | Prohibited by policy | Prohibited by policy |
| Settlement of director RSUs | Upon termination of board service | Upon termination of board service |
Governance Assessment
Key findings for board effectiveness and investor confidence:
- Independence, committee service, and attendance support strong governance: Independent status; active roles on Compensation and Finance; ≥75% attendance standard met; annual meeting attendance confirmed .
- Alignment via director equity: Annual RSU grants held until end of service; elective RSUs option increases equity alignment .
- No related‑party concerns: Audit Committee oversees related‑party transactions; none reportable under Item 404(a) in FY 2025 .
- Risk indicators: Hedging/pledging bans; robust insider trading controls (10b5‑1 pre‑approval); clawback policy for executives (not directors); annual board self‑evaluation; ESG advisory involvement; no compensation committee interlocks .
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, Section 16(a) compliance, or attendance; overboarding policy in place .
Say‑on‑Pay context: The company’s advisory votes on executive pay averaged ~98% approval across 2011–2024, signaling generally supportive shareholder sentiment toward compensation practices overseen by the Compensation & People Committee that Ms. Lee serves on .