Summary Compensation Table
Name and Principal Position |
Year |
Salary |
Stock Awards1 |
Option Awards2 |
Non-Equity Incentive Plan Compensation3 |
Change in Pension Value and Nonqualified Deferred Compensation Earnings4 |
All Other Compensation5 |
Total |
||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Garry O. Ridge | 2008 | $ | 556,400 | $ | 0 | $ | 271,012 | $ | 0 | $ | 0 | $ | 63,566 | $ | 890,978 | |||||||||||||||
| President and Chief | 2007 | 535,500 | 0 | 158,124 | 286,634 | 70,032 | 55,491 | 1,105,781 | ||||||||||||||||||||||
| Executive Officer | 2006 | 510,000 | 0 | 150,600 | 319,400 | 30,151 | 52,024 | 1,062,175 | ||||||||||||||||||||||
| Jay Rembolt | 2008 | $ | 191,558 | $ | 0 | $ | 37,618 | $ | 19,156 | $ | 0 | $ | 67,280 | $ | 315,612 | |||||||||||||||
| Vice President, Finance and | 2007 | 171,073 | 0 | 33,422 | 45,060 | 0 | 57,552 | 307,107 | ||||||||||||||||||||||
| Chief Financial Officer | 2006 | 160,632 | 0 | 33,816 | 51,240 | 0 | 57,822 | 303,510 | ||||||||||||||||||||||
| Michael J. Irwin | 2008 | $ | 278,493 | $ | 0 | $ | 84,591 | $ | 33,419 | $ | 0 | $ | 72,696 | $ | 469,199 | |||||||||||||||
| Executive Vice President, | 2007 | 266,500 | 0 | 62,630 | 85,520 | 33,248 | 54,669 | 502,567 | ||||||||||||||||||||||
| Strategic Development | 2006 | 251,000 | 0 | 63,650 | 94,300 | 11,558 | 54,576 | 475,084 | ||||||||||||||||||||||
| Graham P. Milner | 2008 | $ | 249,442 | $ | 0 | $ | 73,435 | $ | 0 | $ | 0 | $ | 67,394 | $ | 390,271 | |||||||||||||||
| Executive Vice President, | 2007 | 238,700 | 0 | 60,264 | 49,383 | 33,147 | 53,035 | 434,529 | ||||||||||||||||||||||
| Global Development and | 2006 | 227,100 | 0 | 61,282 | 87,700 | 12,998 | 52,142 | 441,222 | ||||||||||||||||||||||
| Chief Branding Officer | ||||||||||||||||||||||||||||||
| Michael L. Freeman | 2008 | $ | 274,500 | $ | 0 | $ | 72,251 | $ | 0 | $ | 0 | $ | 70,702 | $ | 417,453 | |||||||||||||||
| Division President, the | 2007 | 266,500 | 0 | 53,164 | 52,020 | 57,822 | 52,911 | 482,417 | ||||||||||||||||||||||
| Americas | 2006 | 242,600 | 0 | 54,182 | 93,700 | 17,576 | 53,136 | 461,194 | ||||||||||||||||||||||
| William B. Noble6 | 2008 | $ | 355,510 | $ | 0 | $ | 90,256 | $ | 65,480 | $ | 0 | $ | 88,305 | $ | 599,551 | |||||||||||||||
| Managing Director Europe | 2007 | 334,900 | 0 | 64,997 | 106,830 | 80,704 | 92,154 | 679,585 | ||||||||||||||||||||||
| WD-40 Company (UK) Ltd. | 2006 | 307,000 | 0 | 66,016 | 118,200 | 29,408 | 72,573 | 593,197 | ||||||||||||||||||||||
- No amounts are included for Stock Awards with respect to restricted stock units (“RSUs”) awarded to Mr. Ridge, Mr. Irwin, Mr. Milner, Mr. Freeman and Mr. Noble on March 25, 2008 as reported in the Grants of Plan-Based Awards table on page 26 of this proxy statement since no stock-based compensation expense was recognized by the Company for financial statement reporting purposes under FAS 123R because the RSUs were awarded in exchange for the termination of pre-existing Supplemental Retirement Plan Benefit agreements (“SERP agreements”) for each of the officers. The Company’s expense associated with its obligations under each SERP agreement was recognized in prior years. Amounts reported as Change in Pension Value and Nonqualified Deferred Compensation Earnings for fiscal years 2007 and 2006 represented the fiscal year-to-year change in the actuarial present value of the Company’s liability with respect to the SERP agreements. See footnote 4 for additional information concerning the SERP agreements.
- Option Awards are reported as the dollar amount recognized for financial statement reporting purposes for each fiscal year in accordance with FAS 123R. The assumptions made for purposes of such valuations are set forth in Note 11, Stock-based Compensation, to the Company’s financial statements included in the Company’s annual report on Form 10-K filed on October 23, 2008, which assumptions are incorporated herein by this reference.
- Amounts reported as Non-Equity Incentive Plan Compensation represent incentive bonus payouts under the Company’s 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 2008 are set forth in the Grants of Plan-Based Awards table on page 26 of this proxy statement.
- Amounts reported as Change in Pension Value and Nonqualified Deferred Compensation Earnings for fiscal years 2007 and 2006 represent the fiscal year-to-year change in the actuarial present value of the Company’s liability with respect to Supplemental Retirement Benefit Plan agreements entered into between the Company and each NEO prior to the termination of their SERP agreements during fiscal year 2008. 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 was included to account for the probability that no payment obligation would have been incurred unless the NEO were to continue employment with the Company until retirement after reaching age 65. The Company’s obligations with respect to the Supplemental Retirement Benefit Plan agreements were terminated in exchange for the award of RSUs as discussed in footnote 1 above and in the Compensation Discussion & Analysis section on page 20 of this proxy statement.
- All Other Compensation for each of the NEOs includes, among other nominal cost benefits, employer profit sharing and matching contributions to the Company’s 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 2008, the profit sharing and matching contributions for each of the NEOs other than for Mr. Rembolt and Mr. Noble was $38,056. The profit sharing and matching contributions for Mr. Rembolt were $33,433 and Mr. Noble’s retirement benefit cost was $70,351. The vehicle allowance costs for each NEO for fiscal year 2008 were as follows: Mr. Ridge — $18,230; Mr. Rembolt — $18,541; Mr. Irwin — $19,048; Mr. Milner — $19,033; Mr. Freeman — $16,808; and Mr. Noble — $13,939.
- Mr. Noble’s Salary, Non-Equity Incentive Plan Compensation and All Other Compensation for each fiscal year have been converted from pounds sterling at average annual exchange rates for the year as follows: for fiscal year 2008 at $2.0059 per pound, for fiscal year 2007 at $1.9603 per pound and for fiscal year 2006 at $1.8685 per pound.
In addition to base salary and the Performance Incentive bonus, for fiscal year 2008 the executive officers received stock options to acquire shares of the Company’s common stock. Information concerning the award of stock options to the executive officers is provided in the Grants of Plan-Based Awards table below. Stock options granted to the NEOs in fiscal year 2008 may be exercised for cash or in lieu of cash, an option holder may tender shares of the Company’s 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 also contains information with respect to RSUs awarded to certain NEOs in connection with the termination of their Supplemental Retirement Plan benefits as described on page 20 of this proxy statement and information with respect to Performance Incentive bonus payouts awarded for fiscal year 2008 as described in the narrative preceding the Summary Compensation Table above. The table provides threshold, target and maximum payout information relating to the Company’s fiscal year 2008 Performance Incentive program.