Trevor I. Mihalik
WD 40About Trevor I. Mihalik
Independent director of WD-40 Company since 2019; age 58 in 2024 with over five years of service. Served as Chair of the Finance Committee and as a member of the Audit and Corporate Governance Committees; designated an SEC “audit committee financial expert.” Announced he will not stand for re‑election and will resign from the Board effective December 12, 2025, after continuing service through the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra (NYSE: SRE) | EVP & Group President | Since Jan 2024 | Oversees group operations; senior finance/executive leadership |
| Sempra | EVP & CFO | 2018–2023 | Led public company finance and reporting; deep capital markets experience |
| Sempra | SVP, Controller & CAO | 2012–2014 (Controller & CAO); 2014–2018 (SVP, Controller & CAO) | Accounting, control and reporting leadership |
| Iberdrola Renewables | SVP – Finance | Prior to Sempra | Energy finance leadership |
| Chevron Natural Gas | VP & CFO | Prior to Iberdrola | Energy finance leadership |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| San Diego Gas & Electric Company* | Chair | Current | Sempra subsidiary/SEC reporting company |
| Southern California Gas Company* | Chair | Current | Sempra subsidiary/SEC reporting company |
| Luz del Sur* | Chair | Current | Sempra subsidiary/SEC reporting company |
| Chilquinta Energía* | Chair | Current | Sempra subsidiary/SEC reporting company |
| Sempra Infrastructure Partners* | Chair | Current | Sempra affiliate |
| Oncor Electric Delivery Company LLC* | Director | Prior | Major T&D utility |
| Infraestructura Energética Nova (IENova)* | Director | Prior | Mexico energy infrastructure |
*SEC reporting companies or entities in which Sempra holds/held an interest.
Board Governance
- Committee memberships and chair roles (FY25): Finance Committee Chair; Audit Committee member; Corporate Governance Committee member; designated by the Board as an “audit committee financial expert” under SEC regulations .
- Independence: Board determined independent under Nasdaq rules .
- Attendance and engagement: Board held seven meetings in FY25; each director serving the full year attended at least 75% of Board and committee meetings; all directors attended the last annual meeting; executive sessions of independent directors are held at each regularly scheduled Board meeting .
- Governance practices: Prohibition on hedging/pledging and options/derivatives trading; RSU equity for directors must be held until service ends; comprehensive annual Board and committee evaluations; overboarding policy limits service to a total of four public company boards .
Fixed Compensation
| Component | FY2025 Policy | FY2024 Policy |
|---|---|---|
| Base annual cash fee (non-employee directors) | $75,000 | $60,000 |
| Chair of the Board additional fee | $50,000 | $30,000 |
| Committee Chair fees | Audit $20,000; Compensation $14,000; Corporate Governance $11,000; Finance $12,000 | Same as FY2025 |
| Committee Member fees | Audit $11,000; Compensation $6,000; Corporate Governance $5,000; Finance $6,000 | Same as FY2025 |
| Charitable contribution (Director Fund) | $7,000 per director | $7,000 per director |
Director-specific FY compensation:
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 103,000 | 109,958 | 7,000 | 219,958 |
| FY2024 | 88,000 | 96,790 | 7,000 | 191,790 |
Notes: In FY2025, Mr. Mihalik elected to receive RSUs in lieu of his base annual fee; in FY2024, he likewise elected RSUs for the base fee portion; amounts under Stock Awards reflect the non‑elective annual RSU grant .
Performance Compensation
Directors do not receive performance-based pay. Annual equity grants are time-based RSUs with settlement upon termination of service; elective RSUs in lieu of cash fees vest monthly over 12 months .
- Annual non-elective RSU grant: 405 shares granted on December 12, 2024 with grant date fair value ~$110,000 (closing price $271.50 × shares) .
- Settlement/holding: RSUs are fully vested (non-elective) and settled only upon termination of Board service; dividend equivalents accrue; elective RSUs vest monthly over 12 months .
Other Directorships & Interlocks
- Energy sector leadership roles (Sempra and subsidiaries) imply broad network ties across utilities and infrastructure, but no disclosed transactional links with WD-40 Company; related-party transactions policy in place and no specific related-party dealings disclosed in the proxy .
- Overboarding policy: WD-40 limits directors to four public company boards; Mr. Mihalik’s chairs are at SEC-reporting subsidiaries affiliated with Sempra; Board reviews independence annually .
Expertise & Qualifications
- Financial and accounting expertise (former public company CFO); designated Audit Committee financial expert by WD-40’s Board .
- Strategic finance, risk oversight, and capital allocation experience aligned with WD-40’s Finance Committee remit .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Ownership % of Class | Vested RSUs to be settled at end of service | Notes |
|---|---|---|---|---|
| Nov 1, 2024 | 3,491 | <1% | 3,189 (20 vesting within 60 days) | Director RSUs held until service ends |
| Oct 15, 2025 | 4,172 | <1% | 3,870 (46 vesting within 60 days) | Director RSUs held until service ends |
Equity holding requirement: Directors’ RSUs are not settled until termination of service; hedging and pledging of WD-40 stock are prohibited .
Governance Assessment
- Strengths: Independent status, audit financial expert designation, and leadership as Finance Committee Chair support robust oversight of capital allocation, liquidity, and risk. High say‑on‑pay support historically (average 98% approvals across 2011‑2024) reflects investor confidence in compensation governance practices .
- Alignment: Director compensation structure includes meaningful annual equity (RSUs) with mandatory holding until service ends, and Mr. Mihalik’s election of RSUs in lieu of cash reinforces ownership alignment .
- Transition signal: Announced departure effective December 12, 2025 removes a seasoned finance leader; Board has refreshed composition and leadership, but investors should monitor continuity on the Finance and Audit Committees and the replacement’s expertise .
- Policies/Controls: Anti‑hedging/pledging, clawback (executive incentives), annual evaluations, and overboarding limits indicate strong governance hygiene; no related‑party transactions or legal proceedings disclosed for directors .
RED FLAGS to monitor:
- Departure of a key finance expert and committee chair (succession/continuity risk) .
- Potential overboarding complexity given multiple SEC‑reporting subsidiary chairs (ensure workload manageable under WD‑40’s policy and independence maintained) .