WD-40 Company (NASDAQ: WDFC) details CFO transition and new strategy, marketing roles
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
WD-40 Company is implementing a planned leadership transition across several key roles. Chief Financial Officer and principal accounting officer Sara K. Hyzer plans to move into the role of president, Americas division once a new CFO is appointed, while continuing as CFO during the transition and as principal accounting officer until June 29, 2026. Patricia Q. Olsem, currently president, Americas division, will become chief strategy and innovation officer, and Claudia Fenske will become chief brand and marketing officer, with both moving into their new positions in the first quarter of fiscal 2027. Nicholas D. Giordano will become vice president, corporate controller and chief accounting officer on June 29, 2026, with an annual base salary of $250,000 and incentive opportunities tied to salary-based targets and equity awards. WD-40 Company, which recorded net sales of $620.0 million in fiscal 2025, states these moves are intended to support long-term strategic priorities and continuity.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net sales: $620.0 million
Base salary for Nicholas Giordano: $250,000 per year
Growth Reward Program target: 25% of eligible earnings
+4 more
7 metrics
Net sales
$620.0 million
Fiscal year 2025 net sales
Base salary for Nicholas Giordano
$250,000 per year
Vice President, Corporate Controller and Chief Accounting Officer
Growth Reward Program target
25% of eligible earnings
Annual cash incentive target for Giordano
Growth Reward Program maximum
50% of eligible earnings
Maximum annual cash incentive for Giordano
Annual PSUs grant
25% of base salary
Performance stock units allocation for Giordano
Long-term equity awards
28% of base salary
Equity award value for Giordano in October 2026
Transition date for PAO role
June 29, 2026
Effective date Giordano becomes principal accounting officer
Key Terms
principal accounting officer, Regulation FD Disclosure, performance stock units or PSUs, restricted stock units or RSUs, +2 more
6 terms
principal accounting officer financial
"the Company’s Chief Financial Officer (“CFO”) and principal accounting officer (“PAO”)"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
Regulation FD Disclosure regulatory
"ITEM 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
performance stock units or PSUs financial
"Performance stock units or PSUs, which is the annual equity incentive, will remain at 25%"
restricted stock units or RSUs financial
"allocated between restricted stock units or RSUs (50%) that vest annually over three years"
forward-looking statements regulatory
"this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K
__________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 4, 2026 (June 1, 2026 )
(Exact Name of Registrant as specified in its charter)
__________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) WD 40 CO (Commission Company Name) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices, with zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, WD-40 Company (“Company”) announced that Sara K. Hyzer, the Company’s Chief Financial Officer (“CFO”) and principal accounting officer (“PAO”), has informed the Company of her intention to transition from those roles and is expected to assume the role of Division President, Americas following the appointment of a new CFO. Ms. Hyzer will continue to serve as CFO until the Company appoints a successor and will continue to serve as PAO until June 29, 2026, the effective date of Nicholas D. Giordano’s appointment as PAO.
The Company has commenced an external search to identify a successor CFO. A successor has not yet been identified, and the Company will file a Current Report on Form 8‑K once a successor is named. Any changes to Ms. Hyzer’s compensation in connection with her new role will be evaluated in the Company’s normal annual compensation cycle, which typically occurs in October.
The Company also announced that Patricia Q. Olsem, the Company’s Division President, Americas, will transition to the newly created executive role of Chief Strategy and Innovation Officer, effective on the same date that Ms. Hyzer assumes the role of Division President, Americas. Any changes to Ms. Olsem’s compensation in connection with her new role will be evaluated in the Company’s normal annual compensation cycle.
On June 1, 2026, the board of directors of the Company designated Mr. Giordano, age 37, to serve as the Company’s PAO. Mr. Giordano will continue to serve in his current role as Vice President, Corporate Controller, a position he has held since April 2024, until he assumes the role of Vice President, Corporate Controller and Chief Accounting Officer on June 29, 2026. Mr. Giordano joined the Company in 2014 and has served as its Global Accounting Controller (April 2023 - April 2024), Assistant Corporate Controller (September 2020 to April 2023), and several other roles in the Company’s Corporate Finance department.
In his new role, Mr. Giordano will receive an annual base salary of $250,000 and remain eligible for a salary review in the Company’s normal annual compensation cycle. Eligibility in the Company’s Growth Reward Program (an annual cash incentive) will remain at a target of 25% (with a maximum of up to 50%) of eligible earnings during the fiscal year. Performance stock units or PSUs, which is the annual equity incentive, will remain at 25% of Mr. Giordano’s base salary. In October 2026, Mr. Giordano will be granted long-term equity awards valued at 28% of his base salary as of August 31, 2026. These long-term incentives will be allocated between restricted stock units or RSUs (50%) that vest annually over three years and market share units or MSUs (50%) with stock performance measured over a three-year fiscal period. His other employment terms will remain unchanged.
There are no family relationships between Mr. Giordano and any director or executive officer of the Company, and there are no related‑party transactions involving Mr. Giordano that require disclosure under Item 404(a).
ITEM 7.01. Regulation FD Disclosure.
On June 4, 2026, the Company issued a press release announcing the executive leadership appointments and pending transitions of the CFO, PAO and Division President, Americas roles, among other leadership roles. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| ITEM 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
| Exhibit No. | Description | ||||
| 99.1 | Press Release by WD-40 Company, dated June 4, 2026 | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WD-40 Company | |||||
| (Registrant) | |||||
| Date: June 4, 2026 | /s/ PHENIX Q. KIAMILEV | ||||
| Phenix Q. Kiamilev | |||||
| Vice President, General Counsel and | |||||
| Chief Compliance Officer | |||||
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Media and Investor Contact:
Wendy Kelley
investorrelations@wd40.com
+1-619-275-9304
WD-40 Company Announces Executive Leadership Appointments
SAN DIEGO – June 4, 2026 ― WD-40 Company (NASDAQ: WDFC), a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world, announced today four executive leadership appointments as part of a planned transition to strengthen organizational alignment, support long-term strategic priorities, and ensure the continued growth and continuity of the business.
Patricia Olsem will be appointed chief strategy and innovation officer, and Claudia Fenske will be appointed chief brand and marketing officer. These newly created roles are designed to enhance collaboration, accelerate innovation, and proactively harness AI and digital technologies to drive growth and advance the company’s long-term strategy.
Olsem and Fenske will remain in their current roles through the end of fiscal year 2026, with a planned transition into their new positions in the first quarter of fiscal year 2027.
Sara Hyzer, currently vice president, finance and chief financial officer, will be appointed president, Americas division. Hyzer will continue to serve in her current role during the transition and until a new chief financial officer has been appointed. In addition, effective June 29, 2026, Nicholas Giordano will be appointed vice president, corporate controller, and chief accounting officer, ensuring seamless continuity in the Company’s accounting and financial reporting functions.
“At WD-40 Company, we take a thoughtful, long-term approach to building a strong and resilient business,” said Steve Brass, president and chief executive officer. “Ensuring we have the right structure and leadership in place is essential to support our continued success through 2030 and beyond. We are also deeply committed to developing our people and building leadership from within—an important part of creating an enduring Company we can be proud to pass on to the next generation.”
Patricia Olsem has been with the Company since 2005 and currently serves as president, Americas division. She has held several leadership roles at WD-40 Company, including senior vice president and general manager, United States, and senior vice president, Americas innovation. Olsem holds a bachelor’s degree in marketing from King’s College and a master’s degree in executive leadership from the University of San Diego.
Claudia Fenske has been with the Company since 2012 and currently serves as vice president, global brand and innovation. She has held various leadership roles at the Company, including sales director, United States, and sales and marketing director, Canada. Fenske holds a bachelor’s degree in law from the University of Mannheim and a master’s degree in international marketing and business from the University of San Diego.
Sara Hyzer has been with the Company since 2021 and currently serves as vice president, finance and chief financial officer. She previously served as vice president, global finance strategy. Prior to joining WD-40 Company, Hyzer spent more than 20 years with PricewaterhouseCoopers LLP, where she served as an audit partner for the last six years. Hyzer holds a bachelor’s degree in accounting from Colorado State University.
Nicholas Giordano has been with the Company since 2014 and currently serves as vice president, corporate controller. He has held several financial leadership roles at the Company, including global accounting controller and assistant corporate controller. Giordano holds a bachelor’s degree in accounting from the University of Redlands.
About WD-40 Company
WD-40 Company is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories, and homes around the world. The Company owns a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, 2000 Flushes®, no vac®, Spot Shot®, Lava®, Solvol®, X-14®, and Carpet Fresh®.
Headquartered in San Diego, California, USA, WD-40 Company recorded net sales of $620.0 million in fiscal year 2025 and its products are currently available in more than 176 countries and territories worldwide. WD-40 Company is traded on the NASDAQ Global Select Market under the ticker symbol “WDFC”. For additional information about WD-40 Company please visit http://www.wd40Company.com.
Forward-Looking Statements
Except for the historical information contained herein, this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect the Company’s current expectations with respect to currently available operating, financial and economic information. These forward-looking statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. These forward-looking statements are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “aim,” “anticipate,” “target,” “estimate” and similar expressions.
These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including: the Company’s ability to successfully manage the
transition of responsibilities; the effectiveness of interim or newly appointed leadership; the retention of key personnel; potential disruption to financial reporting processes, internal controls over financial reporting, or external audit activities; the timing and completion of the appointment of a permanent Chief Financial Officer or Principal Accounting Officer; growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; changes in the geopolitics and political conditions or relations between the United States and other nations; changes in trade policies and tariffs and the impact therefrom; the impacts from inflationary trends; the impacts from supply chain constraints and supply chain disruptions; changes in interest rates; and forecasted foreign currency exchange rates and commodity prices and specialty chemicals.
The Company’s expectations, beliefs and forecasts are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that the Company’s expectations, beliefs or forecasts will be achieved or accomplished. All forward-looking statements reflect the Company’s expectations as of June 4, 2026. We undertake no obligation to revise or update any forward-looking statements.
Actual events or results may materially differ from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part I—Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025 which the Company filed with the SEC on October 27, 2025, and in the Company’s Quarterly Report on Form 10-Q for the period ended February 28, 2026, which the Company filed with the SEC on April 9, 2026.
FAQ
What executive leadership changes did WD-40 Company (WDFC) announce?
WD-40 Company announced a planned leadership transition involving four executives, including new roles for its CFO, Americas division president, and brand and innovation leaders. The changes are designed to strengthen strategic alignment, support long-term priorities, and maintain business continuity across regions and functions.
What is changing for WD-40 Company CFO Sara Hyzer?
Sara Hyzer will transition from chief financial officer to president, Americas division after a new CFO is appointed. She will remain CFO during the transition and principal accounting officer until June 29, 2026, providing continuity while the company conducts an external search for her successor.
Who is Nicholas Giordano and what is his new role at WD-40 Company?
Nicholas Giordano, currently vice president, corporate controller, will become vice president, corporate controller and chief accounting officer on June 29, 2026. He has held several financial leadership roles since 2014 and will oversee accounting and financial reporting functions as principal accounting officer for the company.
What compensation terms were disclosed for Nicholas Giordano at WD-40 Company (WDFC)?
Nicholas Giordano will receive a $250,000 annual base salary and remain eligible for annual salary review. He has a Growth Reward Program target of 25% of eligible earnings, annual performance stock units equal to 25% of base salary, and long-term equity awards equal to 28% of base salary.
What new roles will Patricia Olsem and Claudia Fenske assume at WD-40 Company?
Patricia Olsem will become chief strategy and innovation officer, and Claudia Fenske will become chief brand and marketing officer. Both will remain in current roles through fiscal 2026 and transition in the first quarter of fiscal 2027, focusing on innovation, collaboration, and AI and digital technologies.
How large is WD-40 Company’s business based on recent net sales?
WD-40 Company reported net sales of $620.0 million for fiscal year 2025. Its portfolio includes WD-40 Multi-Use Product and other maintenance and homecare brands sold in more than 176 countries and territories, reflecting a diversified, global consumer and industrial products business.