Summary Compensation Table
| Name and Principal Position | Year | Salary | Option Awards1 |
Non-Equity Incentive Plan Compensation2 |
Change in Pension Value and Nonqualified Deferred Compensation Earnings3 |
All Other Compensation4 |
Total | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Garry O. Ridge | 2007 | $ | 535,500 | $ | 158,124 | $ | 286,634 | $ | 70,032 | $ | 55,491 | $ | 1,105,781 | |||||||||||||
| President and Chief | 2006 | 510,000 | 150,600 | 319,400 | 30,151 | 52,024 | 1,062,175 | |||||||||||||||||||
| Executive Officer | 2005 | 484,000 | 167,495 | 93,000 | 18,924 | 50,635 | 814,054 | |||||||||||||||||||
| Michael J. Irwin | 2007 | $ | 266,500 | $ | 62,630 | $ | 85,520 | $ | 33,248 | $ | 54,669 | $ | 502,567 | |||||||||||||
| Executive Vice President | 2006 | 251,000 | 63,650 | 94,300 | 11,558 | 54,576 | 475,084 | |||||||||||||||||||
| and Chief Financial Officer | 2005 | 239,000 | 65,693 | 27,500 | 14,370 | 49,521 | 396,084 | |||||||||||||||||||
| Graham P. Milner | 2007 | $ | 238,700 | $ | 60,264 | $ | 49,383 | $ | 33,147 | $ | 53,035 | $ | 434,529 | |||||||||||||
| Executive Vice President, | 2006 | 227,100 | 61,282 | 87,700 | 12,998 | 52,142 | 441,222 | |||||||||||||||||||
| Global Development and | 2005 | 216,200 | 63,720 | 20,000 | 16,162 | 50,001 | 366,083 | |||||||||||||||||||
| Chief Branding Officer | ||||||||||||||||||||||||||
| Michael L. Freeman | 2007 | $ | 266,500 | $ | 53,164 | $ | 52,020 | $ | 57,822 | $ | 52,911 | $ | 482,417 | |||||||||||||
| Division President, the | 2006 | 242,600 | 54,182 | 93,700 | 17,576 | 53,136 | 461,194 | |||||||||||||||||||
| Americas | 2005 | 228,900 | 57,804 | 20,600 | 9,667 | 51,244 | 368,215 | |||||||||||||||||||
| William B. Noble | 20075 | $ | 334,900 | $ | 64,997 | $ | 106,830 | $ | 80,704 | $ | 92,154 | $ | 679,585 | |||||||||||||
| Managing Director Europe | 20066 | 307,000 | 66,016 | 118,200 | 29,408 | 72,573 | 593,197 | |||||||||||||||||||
| WD-40 Company (UK) Ltd. | 20057 | 288,700 | 67,665 | 29,700 | 62,208 | 78,803 | 527,076 | |||||||||||||||||||
1 Option Awards are reported as the dollar amount recognized for financial statement reporting purposes for each fiscal year (including proforma reporting for fiscal year 2005) in accordance with FAS 123R. The assumptions made for purposes of such valuations are set forth in Note 10, Stock Based Compensation, to the Companys financial statements included in the Companys annual report on Form 10-K filed on October 25, 2007, which assumptions are incorporated herein by this reference.
2 Amounts reported as Non-Equity Incentive Plan Compensation represent incentive bonus payouts under the Companys Performance Incentive program as described in the narrative preceding the Summary Compensation Table and in the Compensation Discussion and Analysis section of this proxy statement. Threshold, target and maximum payouts for each of the NEOs for fiscal year 2007 are set forth in the Grants of Plan-Based Awards table on page 23 of this proxy statement.
3 Amounts reported as Change in Pension Value and Nonqualified Deferred Compensation Earnings represent the fiscal year-to-year change in the actuarial present value of the Companys liability with respect to Supplemental Retirement Benefit Plan agreements entered into between the Company and each NEO as more fully discussed on page 25 of this proxy statement. Such actuarial present values were determined using a weighted-average discount rate of 6.5% and a weighted-average rate of compensation increase of 4%. No adjustment to the calculations has been included to account for the probability that no payment obligation will be incurred unless the NEO continues employment with the Company until retirement after reaching age 65.
4 All Other Compensation for each of the NEOs includes, among other nominal cost benefits, employer profit sharing and matching contributions to the Companys 401(k) Profit Sharing Plan for each NEO other than Mr. Noble and a U.K. retirement benefit for Mr. Noble and vehicle allowance costs which include lease or depreciation expense, fuel, maintenance and insurance costs. For fiscal year 2007, the profit sharing and matching contributions for each of the NEOs other than Mr. Noble was $37,222 and Mr. Nobles retirement benefit cost was $69,154. The vehicle allowance costs for each NEO for fiscal year 2007 were as follows: Mr. Ridge $17,328; Mr. Irwin $16,890; Mr. Milner $15,115; Mr. Freeman $14,927; and Mr. Noble $19,844.
5 Mr. Nobles Salary, Non-Equity Incentive Plan Compensation and All Other Compensation have been converted from pounds sterling at an average annual exchange rate for fiscal year 2007 of $1.9603 per pound.
6 Mr. Nobles Salary, Non-Equity Incentive Plan Compensation and All Other Compensation have been converted from pounds sterling at an average annual exchange rate for fiscal year 2006 of $1.8685 per pound.
7 Mr. Nobles Salary, Non-Equity Incentive Plan Compensation and All Other Compensation have been converted from pounds sterling at an average annual exchange rate for fiscal year 2005 of $1.80 per pound.
In addition to base salary and the Performance Incentive bonus, for fiscal year 2007 the executive officers received stock options to acquire shares of the Companys common stock. Information concerning the award of stock options to the executive officers is provided in the Grants of Stock-Based Awards table below. The table also contains information with respect to the Performance Incentive bonus payouts awarded for fiscal year 2007 as described in the narrative preceding the Summary Compensation Table above. Stock options granted to the NEOs in fiscal year 2007 may be exercised for cash or in lieu of cash, an option holder may tender shares of the Companys common stock previously held by the option holder. In permitting the exchange of stock upon exercise of options, the 1990 Incentive Stock Option Plan restricts the exercise of options with previously owned stock to shares held for a minimum of six months.
The following table provides threshold, target and maximum payout information relating to the Companys fiscal year 2007 Performance Incentive program and information relating to the awards of stock options for the Named Executive Officers.