Steven A. Brass
WD 40About Steven A. Brass
Steven A. Brass, age 59, is President and CEO of WD‑40 Company and has served on the Board since March 2022; he became CEO on September 1, 2022 after serving as President and COO since 2019 and Division President, Americas from 2016–2019 . He joined the Company in 1991 and held senior roles across Europe (Country Manager, Director of Continental Europe, European Sales Director, European Commercial Director), bringing deep global operating experience . Recent performance context under his tenure: WDFC cumulative TSR was 109.96 (FY2023), 136.49 (FY2024), and 114.01 (FY2025) versus Russell 2000 TSR of 121.63, 141.98, and 151.51, respectively; Net Income was $65,993k (FY2023), $69,644k (FY2024), and $90,994k (FY2025); Global Adjusted EBITDA Post‑GRP was $94,734k (FY2023), $108,567k (FY2024), and $107,927k (FY2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WD‑40 Company | Division President, Americas | 2016–2019 | Leadership across Americas segment |
| WD‑40 Company | President and COO | 2019–Aug 2022 | Company‑wide operations leadership ahead of CEO transition |
| WD‑40 Company | International Area Manager; Country Manager Germany; Director of Continental Europe; European Sales Director; European Commercial Director | Since 1991 (various) | Deep global commercial and operating experience across EIMEA |
External Roles
No external public company directorships or outside board roles for Mr. Brass are disclosed in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $600,000 | $640,800 | $680,000 |
| All Other Compensation ($) | $108,676 | $116,873 | $125,059 |
| CEO Pay Ratio | — | — | 38:1 (Median employee $113,343; CEO total $4,266,899) |
All Other Compensation detail (FY2025):
- Retirement Benefits: $58,056; Dividend Equivalents: $400; Welfare Benefits: $46,534; Vehicle Allowance: $20,069; Total: $125,059 .
Annual incentive opportunity (GRP, FY2025):
- Target bonus: 100% of salary; Maximum: 200% of salary .
- Plan‑based grant schedule listed target ($680,000), maximum ($1,360,000), threshold ($1) .
Performance Compensation
Annual GRP Payouts and Metrics (FY2025)
| Metric | Weight (CEO) | Minimum Goal ($000s) | Maximum Goal ($000s) | Actual ($000s) | % Achievement of Target | Cash Target ($) | Cash Max ($) | Cash Paid ($) |
|---|---|---|---|---|---|---|---|---|
| Global Adjusted Net Sales | 35% | 567,800 | 634,943 | 602,522 | 80.2% | 680,000 | 1,360,000 | 219,693 |
| Global Adjusted EBITDA Pre‑GRP | 15% | 112,634 | 129,191 | 121,322 | 152.2% | 680,000 | 1,360,000 | 219,693 |
| Global Adjusted EBITDA Post‑GRP | 35% | 100,092 | 109,513 | 107,927 | 166.4% | 680,000 | 1,360,000 | 219,693 |
| Strategic Performance Measures | 15% | N/A | N/A | See CD&A | 174.0% (target); 87.0% (max) | 680,000 | 1,360,000 | 219,693 |
Notes:
- GRP measures are defined in CD&A; payout mechanics use tranche calculations on Global/Regional Adjusted Net Sales and Adjusted EBITDA; Strategic measures are Board‑aligned annual imperatives .
Equity Incentives
FY2025 grants (Oct 3, 2024):
| Award Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| MSUs | 2,943 | 5,887 | 11,774 | $1,781,936 |
| RSUs | — | 5,887 | — | $1,460,211 |
| PSUs | 133 | — | 2,669 | $0 (not probable at grant) |
Vesting/performance outcomes:
- RSUs vest in three equal annual installments on the third business day after annual earnings release (no later than Nov 15); accelerated vesting upon retirement under specified age/service conditions .
- MSUs vest based on relative TSR vs Russell 2000 over a 3‑year period; the Oct 2022 MSU grant vested at 103.5% applicable percentage, delivering 3,883 shares to Brass in Oct 2025 (target 3,752) .
- FY2025 PSUs were forfeited (below threshold) based on the applicable EBITDA measure .
Stock vested (FY2025):
| Shares Acquired on Vesting | Value Realized ($) |
|---|---|
| 2,652 | $699,783 (at $263.87 on Oct 22, 2024) |
Pay‑versus‑Performance linkage (selected):
| Fiscal Year | PEO Compensation Actually Paid ($) | WDFC TSR | Russell 2000 TSR | Net Income ($000s) | Global Adjusted EBITDA Post‑GRP ($000s) |
|---|---|---|---|---|---|
| 2023 | 2,715,405 | 109.96 | 121.63 | 65,993 | 94,734 |
| 2024 | 4,970,863 | 136.49 | 141.98 | 69,644 | 108,567 |
| 2025 | 1,479,081 | 114.01 | 151.51 | 90,994 | 107,927 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 37,751 (less than 1% of outstanding) |
| Shares outstanding reference | 13,527,835 (Oct 15, 2025) |
| Unvested RSUs at FY2025 year‑end | 10,091 units; $2,180,060 market value at $216.04 |
| Unearned MSUs at FY2025 year‑end (max) | 24,559 units; $5,305,726 market/payout value at $216.04 |
| Deferred settlement units (DPUs) | 108 shares upon termination |
| Restricted common stock | 1,218 shares (transfer restricted until end of employment) |
| 401(k) Plan holdings | 2,259 shares |
| Oct 2022 MSUs to be issued (settled Oct 27, 2025) | 3,883 shares |
| Executive stock ownership guideline (CEO) | 6x base salary; Compliant as of 10/15/2025 |
| Hedging/pledging | Prohibited (including short sales, derivatives, margin pledges) |
Ownership policy mechanics include counting unvested RSUs and vested awards per guidelines for compliance assessment .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | None for U.S. executive officers; compensation delivered via disclosed plans/programs |
| Change‑of‑Control (CoC) severance | Double‑trigger; lump sum equal to 2x base salary (greater of current or 5‑year average) + 2x earned GRP (greater of most recent or 5‑year average); 2 years of health/welfare continuation; full acceleration of unvested RSUs/MSUs (PSUs excluded); subject to 280G cutback optimization |
| CoC severance (estimated as of FY2025 year‑end) | Severance pay $3,018,680; Welfare benefits $86,106; Accelerated RSU/MSU vesting $5,224,064; Total $8,328,850 |
| CoC agreement term | Two‑year term, auto‑renews; automatically extends 2 years post‑CoC |
| Clawback | Adopted June 19, 2023, effective Oct 2, 2023; mandatory recovery of erroneously awarded incentive‑based compensation upon certain restatements regardless of misconduct |
| Insider trading controls | 10b5‑1 plans require pre‑approval; changes/cancellations restricted; prohibited hedging, pledging, options/derivatives, and margin borrowing |
| Stock options | No option grants to NEOs in FY2025; no backdating/repricing policy |
Board Governance
- Director since March 2022; not independent (only the CEO is non‑independent among 9 nominees) .
- Board leadership: Independent Chair (Eric P. Etchart); Board favors separation of CEO and Chair roles and holds executive sessions of independent directors at each regularly scheduled meeting .
- Board meetings: Seven in FY2025; each director serving the full year attended at least 75% of Board and committee meetings .
- Committee roles: Brass does not serve on Board committees (Audit, Compensation and People, Corporate Governance, Finance are entirely independent) .
- Governance practices include annual director elections with majority voting, comprehensive Board/committee self‑evaluations, independent consultant for compensation, and prohibition on director pledging/hedging; director equity is held until service ends .
Director Compensation, Other Directorships & Interlocks
- No separate non‑employee director compensation applies to Brass as he is an employee director; director compensation is disclosed for non‑employee directors and RSUs settle only upon termination of Board service .
- No compensation committee interlocks disclosed; independent Compensation and People Committee oversees executive pay .
- No external public company boards disclosed for Brass in the proxy .
Compensation Peer Group, Positioning, and Say‑on‑Pay
- FY2025 compensation decisions used a 12‑company peer group: American Vanguard; Balchem; Beyond Meat; e.l.f. Beauty; Hawkins; Ingevity; Olaplex; Prestige Consumer Healthcare; Sensient Technologies; Vita Coco; XPEL; YETI; two prior peers (Chase, Livent) removed due to corporate actions .
- Target pay positioning references market medians but is set case‑by‑case; CEO target compensation mix ~53% at‑risk (MSUs and GRP) in FY2025; PSUs excluded from target mix due to design requiring maximum EBITDA attainment .
- Say‑on‑Pay: Annual advisory votes since 2011; average approval 98% across 2011–2024 .
Performance & Track Record (under Brass)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| WDFC TSR | 109.96 | 136.49 | 114.01 |
| Russell 2000 TSR | 121.63 | 141.98 | 151.51 |
| Net Income ($000s) | 65,993 | 69,644 | 90,994 |
| Global Adjusted EBITDA Post‑GRP ($000s) | 94,734 | 108,567 | 107,927 |
Highlights:
- Relative TSR underperformed Russell 2000 in FY2023 and FY2025; outperformed slightly in FY2024 .
- Net Income rose to $90,994k in FY2025; Global Adjusted EBITDA Post‑GRP remained broadly stable FY2024–FY2025 .
Compensation Structure Analysis
- Cash vs equity mix: CEO total compensation rose from $2,458,653 (FY2023) to $4,266,899 (FY2025), driven by higher equity grants; non‑equity incentive paid fell to $219,693 in FY2025 versus $829,340 in FY2024, reflecting GRP outcomes .
- Shift in equity risk: No options used; long‑term incentives delivered via RSUs (retention) and MSUs (relative TSR); PSUs granted but not probable at grant and forfeited for FY2025, indicating higher performance hurdles on EBITDA .
- Governance safeguards include clawback, double‑trigger CoC vesting, and prohibition on hedging/pledging .
Employment & Retention Risk
- No fixed‑term employment contract; retention relies on ongoing RSU/MSU grants and ownership requirements .
- Significant unvested/uneared equity (10,091 RSUs; up to 24,559 MSUs) creates alignment but also potential future selling pressure around vesting dates (post annual earnings release and MSU measurement cliffs); RSU vesting typically occurs in October/November following earnings .
- CoC economics ($8.33M estimated) and accelerated vesting could incentivize retention through transaction uncertainty but are subject to cutback optimization under 280G .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; short sales, derivatives, and margin pledges disallowed, reducing alignment risks .
- No option repricing/backdating; PSUs not reset; independent compensation consultant engaged with no conflicts .
- Section 16 compliance: Company reports broadly compliant, with exceptions disclosed if any; no specific issues named for Brass .
Equity Ownership & Vesting Schedule Detail
| Vesting Mechanism | Timing/Details |
|---|---|
| RSU vesting | 1/3 annually on the third business day following the annual earnings release; tax withholding via share netting; retirement acceleration under age/service conditions |
| MSU vesting | 3‑year cliff based on relative TSR vs Russell 2000; Oct 2022 grant certified at 103.5% and settled Oct 27, 2025 |
| FY2025 vested shares | 2,652 shares; realized $699,783 (at $263.87 on Oct 22, 2024) |
Investment Implications
- Pay‑for‑performance: CEO at‑risk pay is balanced across near‑term GRP and long‑term TSR‑based MSUs; FY2025 cash incentive declined amid mixed TSR vs benchmark, but Net Income strengthened, supporting alignment claims in CD&A .
- Trading signals: RSU vesting tied to the annual earnings release schedule and MSU 3‑year cliffs may concentrate potential insider sales in late Oct/Nov windows; hedging/pledging bans and 10b5‑1 pre‑approval temper opportunistic trading risk .
- Retention risk: Absence of an employment agreement increases at‑will flexibility, but meaningful unvested RSUs/MSUs and stringent ownership guidelines indicate strong retention hooks; CoC double‑trigger reduces windfall risk while providing continuity incentives .
- Governance quality: Independent Chair, fully independent committees, high historical Say‑on‑Pay support (~98%) and robust clawback regime suggest low governance frictions and stable compensation oversight .