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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

WILLDAN GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  

Title of each class of securities to which transaction applies:

(2)  

Aggregate number of securities to which transaction applies:

(3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)  

Proposed maximum aggregate value of transaction:

(5)  

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)  

Amount Previously Paid:

(2)  

Form, Schedule or Registration Statement No.:

(3)  

Filing Party:

(4)  

Date Filed:


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April 23, 2021

Notice of 2021

Annual Meeting and
Proxy Statement

COMPREHENSIVE. INNOVATIVE. TRUSTED.

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April 23, 2021

Dear Willdan Stockholder:

You are cordially invited to attend our 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 10, 2021 at 10:00 a.m. Pacific Time. We will be hosting this year’s Annual Meeting via live audiocast on the Internet. To participate, vote or submit questions during the Annual Meeting via live audiocast, please visit: www.meetingcenter.io/206062028. The password for the Annual Meeting is WLDN2021. You will need the 15-digit control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email) in order to be able to vote your shares or submit questions during the Annual Meeting. You will not be able to attend the Annual Meeting in person.

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“Today, Willdan’s technical services are in high demand. We believe we are ideally positioned to provide the energy efficiency and engineering solutions that are needed in a changing energy world.”

Thomas Brisbin

Chairman & CEO

    

  

We utilize the Internet as our primary means of furnishing proxy materials to our stockholders. We will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record that did not request to receive a printed copy of our proxy materials on or about April 28, 2021 with instructions for accessing the proxy materials and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders can obtain paper or email copies of the proxy materials if they so choose. Internet transmission and voting are designed to be efficient, cost-effective and preserve resources.

Thank you for your continued support of Willdan. We look forward to your participation in the Annual Meeting.

/s/ Thomas D. Brisbin

Thomas D. Brisbin

Chairman of the Board and Chief Executive Officer


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Notice of 2021 Annual
Meeting of Stockholders

Annual Meeting of Stockholders

Date

Thursday, June 10, 2021

Time

10:00 a.m. Pacific Time

Place

Virtual audiocast only at www.meetingcenter.io/206062028. The password for the Annual Meeting is WLDN2021.

Record Date

Close of business on April 20, 2021. A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 2401 East Katella Avenue, Suite 300, Anaheim, California, for 10 days before the Annual Meeting, and during the Annual Meeting, such list will be available to registered stockholders as a link on the virtual meeting platform at www.meetingcenter.io/206062028

Items of Business

Proposal

Board
Recommendation

Item 1

To elect the eight directors nominated by our Board of Directors to serve a one-year term or until their successors are duly elected and qualified

FOR

Item 2

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for fiscal year 2021

FOR

Item 3

To approve, on a non-binding advisory basis, our named executive officer compensation

FOR

Item 4

Consider and act on any other matter that may properly be brought before the annual meeting or any postponements or adjournment thereof

N/A


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HOW TO VOTE: YOUR VOTE IS VERY IMPORTANT

Dear Willdan Stockholders:

Your vote is very important. We recommend you vote by proxy ahead of the annual meeting even if you plan to participate in, and vote at, the virtual annual meeting .

If your shares are held in your name, you can vote by proxy in one of three convenient ways:

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Telephone

Internet

Mail

1-800-652-VOTE (8683)

www.investorvote.com/WLDN

Mark, sign, date and promptly mail the proxy card when received.

Follow the instructions provided in the separate proxy card or voting instruction form you received.

Follow the instructions provided in the Notice, separate proxy card or voting instruction form you received.

Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.

Refer to "Other Information—How do I vote?" in the Meeting and Voting Information section on page 60 of the accompanying proxy statement for a description of each voting method. Any proxy may be revoked by delivery of a later dated proxy or a written notice of revocation or by attending the Annual Meeting via live audiocast and voting your shares at that time. If you hold shares through someone else, such as an account with a brokerage firm, bank or other nominee, you will receive materials from your brokerage firm, bank or other nominee instructing you how to vote.

By Order of the Board of Directors

/s/ Kate M. Nguyen

Kate M. Nguyen

Secretary

Important Notice about the Availability of Proxy Materials. The Notice of the 2021 Annual Meeting, proxy statement, and our 2020 Annual Report on Form 10-K are available at www.proxyvote.com. You are encouraged to access and review all the important information contained in our proxy materials before voting.

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Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders conducted through a live audio webcast at www.meetingcenter.io/206062028, which will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions.

Benefits of a Virtual Annual Meeting

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location and enables us to protect the health and safety of all attendees, particularly in light of the coronavirus (“Covid-19”) pandemic.

Stockholders of record and beneficial owners as of April 20, 2021 (“Record Date”) will have the ability to submit questions directly to our management and Board and vote electronically at the Annual Meeting via the virtual-only meeting platform, with procedures designed to ensure the authenticity and correctness of your voting instructions.

We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

Attendance at the Virtual Annual Meeting

All stockholders of our common stock as of the Record Date may attend the Annual Meeting at www.meetingcenter.io/206062028 and vote their shares or ask questions during the Annual Meeting. Members of the public will also be permitted to attend the meeting, but will not be permitted to ask questions during the meeting.

To attend and participate in the Annual Meeting by voting or asking questions, you will need the 15-digit control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email).

If you were a stockholder as of the Record Date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log in to the online virtual Annual Meeting platform.

On the day of the Annual Meeting, stockholders may begin to log in to the virtual-only Annual Meeting beginning at 9:30 a.m., Pacific Time. The Annual Meeting will begin promptly at 10:00 a.m., Pacific Time. Please allow ample time for online login.

We will have technicians ready to assist with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your 15-digit control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.

Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

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Questions at the Virtual Annual Meeting

Stockholders will have the opportunity to submit questions on the date of the Annual Meeting by following the instructions on the virtual-only Annual Meeting platform.

Following the presentation of all proposals at the Annual Meeting, we will spend up to 30 minutes answering as many stockholder-submitted questions that comply with the meeting rules of conduct, which will be posted on the online virtual Annual Meeting platform. We will publish appropriate questions submitted in accordance with the Annual Meeting rules of conduct with answers, including those questions which were not addressed directly during the Annual Meeting due to time constraints, on our investor relations website at https://ir.willdangroup.com soon after the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON

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Cautionary Statement Regarding Forward-Looking Information

This Proxy Statement contains statements that constitute forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended. These statements concern our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition, which are subject to risks and uncertainties. All statements other than statements of historical fact included in this 10-K are forward-looking statements. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events or trends. For example, all statements we make relating to our plans and objectives for future operations, growth or initiatives and strategies are forward-looking statements.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results.

All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

the extent to which the Covid-19 pandemic and measures taken to contain its spread ultimately impact our business, results of operation and financial condition, including the speed with which our various direct install programs for small businesses are able to resume normal operations following government mandated shutdowns and phased re-openings;
our ability to adequately complete projects in a timely manner;
our ability to compete successfully in the highly competitive energy efficiency services market;
our reliance on work from our top ten clients;
changes in state, local and regional economies and government budgets;
our ability to win new contracts, to renew existing contracts and to compete effectively for contracts awarded through bidding processes;
our ability to successfully integrate our acquisitions and execute on our growth strategy;
our ability to make principal and interest payments on our outstanding debt as they come due and to comply with the financial covenants contained in our debt agreements; and
our ability to obtain financing and to refinance our outstanding debt as it matures.

The factors noted above and risks included in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 1, 2021 may be increased or intensified as a result of the Covid-19 pandemic, including ongoing resurgences of the Covid-19 virus and the emergence of new Covid-19 variants. The extent to which the Covid-19 pandemic ultimately impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

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The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements disclosed under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended January 1, 2021, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (SEC), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and public communications. You should evaluate all forward-looking statements made in this Proxy Statement and otherwise in the context of these risks and uncertainties.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements we make. These forward-looking statements speak only as of the date of this Proxy Statement and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties and other factors that are in many cases beyond our control. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future developments or otherwise.

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Proxy Summary

7

Proposal 1:  Election of Directors

26

Recommendation of Board of Directors

26

2021 Director Nominees

26

Director Compensation

31

Director Compensation Table

31

Annual Retainer and Meeting Fees

31

Restricted Stock Awards

32

Proposal 2:  Ratification of the Appointment of Crowe LLP as the Company’s Independent Registered Public Accounting Firm

33

Audit and Other Fees

33

Audit Committee Pre-Approval Policy

33

Proposal 3:  Approval, on a Non-Binding Advisory Basis, of Named Executive Officer Compensation

35

Executive Compensation

36

Compensation Discussion and Analysis

36

Covid-19 Pandemic Response

36

2020 Named Executive Officers

37

Financial Highlights

37

2020 Say-on-Pay Vote and Executive Compensation Program

37

Executive Compensation Program Objectives and Philosophy

41

Role of the Compensation Committee

42

Compensation Peer Group

43

Role of Shareholder Say-on-Pay Votes

43

Executive Compensation Program Elements

44

Compensation of Executive Officers

49

Grants of Plan-Based Awards in Fiscal 2020

50

Outstanding Equity Awards at Fiscal 2020 Year-End

51

Option Exercises and Stock Vested in Fiscal 2020

52

Potential Payments Upon Termination or Change in Control

52

Pay Ratio Disclosure

53

Equity Compensation Plan Information

54

Report of the Audit Committee

55

Security Ownership Information

56

Certain Relationships and Related Person Transactions

58

Related Person Transactions

58

Related Person Transaction Policy

58

Other Information

59

Solicitation of Proxies

62

Householding of Stockholder Materials

62

Annual Report on Form 10-K

63

Stockholder Proposals

63

Delinquent Section 16(a) Reports

63

Other Matters

64

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Proxy Summary

This section contains summary information explained in greater detail in other parts of this proxy statement and does not contain all the information you should consider before voting. Stockholders are urged to read the entire proxy statement before voting. We will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record that did not request to receive printed copy of our proxy materials on or about April 28, 2021 with instructions for accessing the proxy materials and voting via the Internet.

About Willdan

Willdan Group, Inc. (“we,” “our,” “us,” “Willdan” or the “Company”) is a provider of professional, technical and consulting services to utilities, private industry, and public agencies at all levels of government. As resources and infrastructures undergo continuous change, we help organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions and government infrastructure. Through engineering, program management, policy advisory, and software and data management, we design and deliver trusted, comprehensive, innovative, and proven solutions to improve efficiency, resiliency, and sustainability in energy and infrastructure to our clients.

We believe our ability to provide innovation is enhanced by partnerships with our forward-thinking clients. We aim to create an environment that is diverse and inclusive, embracing the breadth of experience across our talent force with a culture of innovation and entrepreneurship. We are disciplined in our business delivering value to our clients. In supporting our clients, we seek to add value and provide long-term sustainable energy solutions, engineering, and consultation.

Items Being Voted on and Board Recommendations

Proposal

Description

Board Vote
Recommendation

Page Number With
More Information

Item 1

To elect the eight directors nominated by our Board of Directors (“Board”) to serve a one-year term or until their successors are duly elected and qualified

FOR

26

Item 2

To ratify the appointment of Crowe LLP (“Crowe”) as our independent registered public accounting firm for fiscal year 2021

FOR

33

Item 3

To approve, on a non-binding advisory basis, our named executive officer compensation

FOR

35

Item 4

Consider and act on any other matter that may properly be brought before the meeting or any postponements or adjournment thereof

N/A

N/A

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Fiscal Year 2020 Performance Highlights

Summary

During fiscal 2020, we believe we achieved important operational performance results and we proved that we could acquire new capabilities with acquisitions, combine and strategically cross sell those new capabilities and experience, and then win what we believe are the largest most complex contracts in our industry. We believe our growth model is repeatable and durable, so we plan to continue adding complementary skills to catalyze organic growth continuing on our growth trajectory that we have accomplished over the past four years, a period during which we have increased our stock price from $22.86 per share at the end of our 2016 fiscal year to $41.01 at the end of our 2020 fiscal year, an increase of approximately 79.4%. For fiscal year 2020, our stock price increased 31.2%.

During fiscal 2020, we generated $47 million in cash flow from operations, a Company record. At the onset of the Covid-19 pandemic, we were proactive and responded quickly from a cost management perspective to preserve profitability while continuing to compassionately manage our team of employees for their hard work in the most trying times. Willdan serves one of the most exciting markets in the world at one of the most exciting times. A cleaner, low carbon energy cycle is transforming our electric grid, buildings, industrial production and transportation networks. Willdan helps these clients evaluate new technical advances and implement cost effective solutions. We were awarded California Investor Owned Utility (“IOU”) contracts that, on a weighted average basis, represent approximately $150 million per year in incremental contract revenue in the next three to five years if we successfully execute the work.

Stock Price Performance

Total shareholder return (“TSR”) measures the return that we have provided our stockholders. We compare our TSR to the Nasdaq Composite and our TSR peer group (listed on page 43 of this proxy statement) for purposes of our long-term incentive program, as more fully explained below.

The chart below assumes that $100 was invested in our common stock on January 1, 2016. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.

FY 2016

FY 2017

FY 2018

FY 2019

FY 2020

Willdan

    

269.57

285.69

405.74

372.45

497.63

NASDAQ Composite

 

108.87

141.14

136.06

188.14

271.64

Peer Group (Median)

 

120.12

141.59

170.75

207.79

293.62

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2020 Say-on-Pay Vote and Executive Compensation Program

At the 2020 Annual Meeting, 54% of our stockholders approved our fiscal year end 2019 executive compensation. In response to not achieving a higher level of support, our CEO, President, CFO, and VP of Investor Relations, met with institutional investors to discuss and solicit stockholder feedback on various matters including on our corporate governance and executive compensation programs. In addition, Debra Coy, our Board member with the greatest stockholder engagement experience, participated in several of these meetings. Overall, we contacted 71% of our institutional equity investor base, and spoke with stockholders representing approximately 40% of our institutional equity investor base, in addition to potential holders of our equity.

During our meetings, stockholders expressed concerns related to our non-disclosure of our clawback policy and change in control policy as well as enhancing disclosure related to the financial metrics for executive short- and long-term incentive compensation. In response to the feedback of stockholders and proxy advisors, the Compensation Committee (“CC”) implemented several changes, as well as enhancing and providing additional disclosures. The table below provides a summary of the CC changes/actions.

equi

Issue

Proxy Advisor and/or Stockholder Concerns

Stockholder Feedback

Changes/Actions

Clawback Policies

No clawback policy disclosed; clawback was not applicable to both cash and equity bonus compensation

Governance best practices include disclosure of policy and clawback policy that gives company ability to claw back both cash and equity

Disclosed rigorous equity clawback policy; adopted cash bonus clawback policy due to shareholder feedback

Annual Incentive Plan

Company is silent on metrics, goals and payout formula related to incentive plan and reasoning for changes to payout levels

Provide additional disclosure on the short-term compensation metrics to explain inconsistent payouts and reasoning for changes in annual payout levels

Disclosed metrics, goals, bonus pool payout formula to provide rigor linking pay with performance

Change in Control

No rigorous change in control policy disclosed

Improve change in control disclosures

Disclosed our change in control policies and practices

Stock Ownership Guidelines

No stock ownership requirements, including executive and non-employee directors

Encourage the Company to require stock ownership guidelines for executive management and non-employee directors of the Company

In 2020, the CC adopted management and non-employee director stock ownership guidelines with compliance to be within three years. Guideline includes 5x of base salary CEO; 3x base salary President; 1x base salary remaining Section 16 Officers; and $115,000 minimum value in stock holdings for non-employee directors

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Issue

Proxy Advisor and/or Stockholder Concerns

Stockholder Feedback

Changes/Actions

Peer Group Disclosure

No compensation peer group disclosed

Enhance disclosure around compensation peer group selected for compensation and the factors considered in their selection

Disclosed our compensation peer group which has been provided every two years by a third-party consultant hired by the CC

Sustainability and Impact Reporting

No annual sustainability or impact report provided by the Company despite its core focus on providing energy savings and carbon mitigating measures

Provide sustainability metrics focused on environmental, social, and governance (“ESG”) factors

Published 2020 Sustainability Report. See www.willdan.com under “Investors—Sustainability Report”

2021 Director Nominees

Our Board has overseen the transformation of our Company and is actively involved in overseeing our growth strategy, which centers on organic expansion, complemented by strategic acquisitions. During 2018 and 2019, we made five acquisitions to capitalize on the transformation of energy infrastructure and markets. All of the director nominees are currently serving as directors of the Company and were previously elected to serve on the Board by our stockholders. Our Board has recommended that each incumbent director be reelected at the Annual Meeting.

Name

  

  

Age

  

  

Director
Since

  

  

Positions Held with Willdan or Principal
Occupation (Other Than Director)

  

  

Independent

  

  

AC

  

  

CC

  

  

NCG

  

  

SMAC

Thomas D. Brisbin

68

2007

Chairman and Chief Executive Officer

Steven A. Cohen

67

2015

Lead Independent Director, Senior Vice Dean & COO - School of Professional
Studies at Columbia University

X

X

C

Debra G. Coy

63

2018

Principal, Svanda & Coy Consulting; Executive in Residence, XPV Water Partners

X

X

X

Raymond W. Holdsworth

78

2009

Retired, Vice Chairman of Corporate
Development at AECOM

X

C

X

Douglas J. McEachern

69

2009

Retired, Audit Partner at Deloitte & Touche, LLP

X

C

X

Vice Admiral Dennis V. McGinn

75

2017

Retired, Assistant Secretary of the Navy for Energy,
Installations, & Environment

X

X

X

Keith W. Renken

86

2006

Managing Partner
Renken Enterprises

X

X

Mohammad Shahidehpour

65

2015

Bodine Chair Professor in the Electrical &
Computer Engineering Department at the Illinois
Institute of Technology

X

X

C

X

Meetings Held in Fiscal 2020

5

6

4

4

AC = Audit Committee

NCGC = Nominating and Corporate Governance Committee

C = Chairperson

CC = Compensation Committee

SMAC = Strategy, Mergers and Acquisitions Committee

Number of Nominees

    

Qualifications of Director Nominees

OF OUR 8 DIRECTOR NOMINEES

1

IS FEMALE

2

IDENTIFY THEMSELVES AS MEMBERS
OF MINORITY GROUPS

5

Senior Leadership Experience

6

Industry and Technical Expertise

2

Client Regulatory Experience

7

Business Development and M&A Experience

5

Financial Sophistication

5

Talent Management/Compensation Experience

7

Governance and Risk Oversight Experience

3

Public Board Experience

3

Innovation/Technology Experience

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Executive Officer Compensation

Our Board's CC designs our executive compensation program to motivate our executives to execute our business strategies and deliver long-term stockholder value. We pay for performance with compensation dependent on our achieving financial, share price and business performance objectives while aligning executives with the interests of our stockholders.

Graphic

Executive Officer Group Target Opportunity Mix(1)

Graphic

(1)See the Compensation Discussion and Analysis section below for a description of the manner in which these amounts are determined.

Compensation Highlights

Due to the Covid-19 pandemic and associated lack of financial predictability, executive pay was substantially cut by the executive team for several months during 2020. Salary reductions of up to 75 percent were taken by our CEO and Named Executive Officers (“NEOs”) until the Company’s financial performance became more predictable, along with other broad cost reduction measures. For 2020, our CEO’s net annual salary reduction was 17% and our NEO’s average net annual salary reduction was 15%.

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Underlying our compensation program is an emphasis on sound governance practices. These practices are summarized below and described in further detail in the Compensation Discussion and Analysis (“CD&A”) section below.

We Do

Graphic

Pay for performance

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Include clawback provisions for both cash bonuses and performance-based restricted stock units

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Perform annual say-on-pay advisory role for stockholders

Graphic

Minimum vesting requirements

Graphic

Use appropriate peer group when establishing compensation

Graphic

Balance short- and long-term incentives

Graphic

Align executive compensation with shareholder returns through long-term incentives

Graphic

Deliver pay that is aligned with performance (below target for weak years and above target for strong years)

Graphic

Maintain stock ownership goals for management and all officers and non-employee directors

Graphic

Utilize a fully independent external compensation consultant every two years whose independence is reviewed by CC

We Do Not

Graphic

Provide excise tax gross-up payments in connection with change in control severance benefits

Graphic

Re-price or exchange outstanding options and PBRSUs

Graphic

Provide gross-ups to cover tax liabilities associated with executive perquisites

Graphic

Grant stock options with an exercise price less than fair market value on the date of grant

Graphic

Allow directors, officers or employees to hedge or pledge company stock

Graphic

Promise multiyear guarantees for bonus payouts or salary increases

Graphic

Pay out dividends or dividend equivalents on unvested equity awards

Ratification of Appointment of Crowe

Our Board's Audit Committee (“AC”) has appointed Crowe as our independent registered public accounting firm for the 2021 fiscal year, and our Board is seeking stockholder ratification of the appointment. Crowe is knowledgeable about our operations and accounting practices and is well qualified to act as our independent registered public accounting firm. The AC considered the qualifications, performance, and independence of Crowe; the quality of its discussions with Crowe; and the fees charged by Crowe for the services provided during the fiscal 2020 year and has determined that the ratification of Crowe’s appointment for the fiscal 2021 is in the best interest of our company and its stockholders.

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Corporate Governance, Sustainability, and Corporate Social Responsibility

Corporate Governance

Under the direction of the Board, we have designed our corporate governance program to promote compliance with applicable laws and regulations, the rules of the Securities and Exchange Commission (“SEC”) and the listing standards of the Nasdaq Stock Market (the “Nasdaq Rules”) and to reflect best practices of other public companies.

We are committed to operating with honesty and integrity and maintaining the highest level of ethical conduct. We encourage stockholders to visit the Corporate Governance section on our website at ir.willdangroup.com/corporate-governance, which includes the following corporate governance documents:

Code of Ethical Conduct
Related Person Transaction Policy
Charters for our Board’s AC, CC, Nominating and Corporate Governance Committee (“NCGC”), and Strategy, Mergers and Acquisitions Committee (“SMAC”)

Information on our website is not and should not be considered part of, nor is it incorporated by reference in this proxy statement. You can also receive copies of these documents, without charge, by written request mailed to our Corporate Secretary at Willdan Group, Inc., 2401 E. Katella Avenue, Suite 300 Anaheim, California 92806.

Our 24-hour hotline (“Whistleblower Policy”) is managed by an outside party that is available to all employees for the anonymous submission of complaints by telephone and internet. All complaints received from our 24-hour hotline go directly to our AC and CC chairs. During fiscal 2020, we did not receive any complaints relating to accounting, internal controls, our auditing matters.

Willdan conducts its business on the basis of the quality of its services and the integrity of its association with its clients and others. Our Code of Ethical Conduct demonstrates our commitment to ascribing to the highest standards of ethical conduct in the pursuit of our business and applies to all our directors, officers, and employees. Our employees are trained on and affirm their commitment to complying with the policies when they first join our Company and regularly thereafter. Our Company has a written “related person transaction” policy. Under the policy, the AC reviews and approves transactions between Willdan and “related persons” (as defined in the policy). See the section “Certain Relationships and Related Person Transactions - Related Persons Transaction Policy” for more information.

Sustainability

Willdan is committed to the relentless protection of our planet, and our efforts will continue to make this a priority. Our dedication to environmental sustainability in our own ecological footprint empowers us to lead by example for our partners and clients. Willdan’s goal is to reduce our ecological footprint and our environmental impact, as we help our customers achieve their own sustainability goals. Our environmental policy was established in fiscal 2020, and we plan to adopt additional internal practices in 2021, reinforcing our environmental commitment in all that we do. The environmental policy outlines our commitment to ethical and socially responsible business practices that respect the environment, including to:

Increase our use of renewable energy and innovative low-carbon technologies
Set and maintain environmental objectives and targets to reduce our overall greenhouse gas emissions and associated climate impact
Communicate goals and practices to all stakeholders, conduct education and employee outreach, and build relationships to promote environmental sustainability
Use key performance indicators to analyze our commitment and drive continuous improvement, and
Reduce solid waste sent to landfills and maximize recycling, including paper and e-waste

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Our technical consulting services have a low carbon intensity, as we do not manufacture or distribute products, making our environmental impact relatively small. Our main contributors to environmental impact are primarily from leased office space, business related travel costs, technology, and waste, primarily paper use.

Corporate Social Responsibility

Willdan seeks clear, sustainable solutions that improve the quality of life for everyone. We take this responsibility seriously because our work often places us at the center of our client’s environmental, safety, and sustainability challenges. These challenges often involve the opinions of public, industry, and government stakeholders who seek our advice on complex issues. We have helped utilities, towns, cities, industries, and governments find sustainable solutions to these complex issues concerning carbon intensity and infrastructure.

Human Capital Management

Willdan brings together engineers, scientists and technical specialists from all backgrounds to solve our clients’ challenges. At the end of FY2020, we employed a total of 1,353 employees, excluding contractors. Our employees include, among others, licensed electrical, mechanical, structural, geotechnical and civil engineers; land surveyors; certified building officials; certified inspectors and plans examiners; licensed architects and landscape architects; certified planners; energy sales and audit specialists; installation technicians; program managers; policy advisors and information technology specialists.

Environmental, Social, and Governance

While diversity, equity and inclusion has always been a part of our culture, we continue to advance efforts to integrate our principles into all aspects of our work and measure results. We believe our success depends on creating and maintaining a qualified, and diverse company. As our people represent an ever-broader diversity of gender, age, race, cultural background, language, sexual orientation, ability, and national origin, we become an ever-stronger company.

In 2020, we established Willdan’s Diversity, Equity, and Inclusion Working Group (“DEI Group”). The DEI Group is an employee developed collaboration across our company focused on conducting a multi-pronged analysis in four identified areas including, employee recruitment, community engagement, business partnerships and inclusive culture. During 2021 and beyond, the DEI Group will be advancing our diversity program by developing and tracking key performance indicators as we make progress toward DEI objectives. Our vision is to create a culture of acceptance and individuality, where all employees feel respected, included, and encouraged to bring their unique perspectives, ideas, and skills to work each day.

In 2020, we published our initial Sustainability Report. Some highlights in our 2020 Sustainability Report are:

     Establishment of our DEI Group

     Disclosure of our employee diversity performance data

     Disclosure of our cumulative environmental metrics for our energy projects; and

     Commitment to reduce our carbon real estate footprint by lowering our facility costs by 25% on a per-capita basis by the end of 2025

We strive to attract and retain professionals with the diverse expertise our clients and teams require to solve complex challenges, as energy and infrastructure transform and expand. Our goal is for our staff, suppliers, and subcontractors to accurately reflect the communities where we live and work.

To bring more diverse and talented people to our team, we partner with professional organizations that represent and support diverse applicants. We seek out and hire minority-owned subcontractors on our projects and regularly use minority-owned suppliers. These partnerships offer economic opportunity to local, minority-owned, and disadvantaged business enterprises. We can better serve all communities by using contracting teams that mirror the culture and demographics of the communities where we work.

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Our Board of Directors

Overview

Our Board of Directors is responsible for overseeing, counseling, and directing management in serving the long-term interests of our Company and stockholders, with the goal of building long-term stockholder value and ensuring the strength of our Company for our clients, associates, and other stakeholders. In this capacity, the Board’s primary responsibilities include establishing an effective corporate governance program with a board and committee structure that ensures independent oversight; overseeing our business, strategies, and risks; maintaining the integrity of our financial statements; evaluating the performance of our senior executives and determining their compensation; undertaking succession planning for our CEO, other senior executives and directors; and reviewing our 2008 Amended and Restated Performance Incentive Plan (“2008 Plan”) and significant strategic and operational objectives and actions.

Board Composition

Our amended and restated bylaws provide that the authorized number of directors of the Board shall be set by a resolution of the Board. The Board has fixed the number of directors at eight. We believe a limited number of directors helps maintain personal and group accountability. All our current directors have been nominated for election by the Board upon recommendation by the NCG Committee.

Board Meetings and Attendance

During fiscal year 2020, our Board held seven meetings. During that period, each of the incumbent directors attended or participated in at least 93% of the total number of meetings of the Board and of the committees of the Board on which such director served, during the period for which such director served. Although the Company does not have a formal policy regarding attendance by members of the Board at the Company's annual meeting of stockholders, the Company encourages directors to attend. All our directors attended our 2020 annual meeting of stockholders.

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Corporate Governance Policies

Our corporate governance policies are reviewed at least annually and amended from time to time to reflect the beliefs of our Board, changes in regulatory requirements, evolving best practices, and recommendations from our stockholders.

Matter

    

Description of Policy

Board
Composition

§      Fixed Number. Our Board is currently fixed at eight directors until changed by the Board.

Director
Independence

§      Majority Independent. A majority of our directors satisfy applicable Nasdaq and SEC independence standards.

§      Regular Executive Sessions. Our independent directors meet in executive session following each meeting of the Board, each meeting of the AC, and as needed following other committee meetings.

Board
Leadership
Structure

§      Lead Independent Director. Since our CEO is also Chairman of the Board, our directors have collectively appointed one of our independent directors to serve as Lead Independent Director with established roles and responsibilities. See the Board Leadership Structure section following this table for further details.

§      Annual Review. The Board annually reviews its leadership structure and appoints the Chairman of the Board and determines whether the positions of Chairman of the Board and CEO will be held by one individual or separated.

Board
Committees

§      Independence. Board Committees are comprised only of independent directors.

§      Governance. Board Committees act under charters evaluated annually that set forth their purposes and responsibilities. The charters allow for engagement, at our expense, of independent legal, financial, or other advisors the committee members deem necessary or appropriate.

§      Attendance. Directors are expected to attend all meetings of the Board and the committees on which they serve, and are strongly encouraged to attend all annual stockholder meetings.

Director
Qualifications

§      Diverse and Relevant Experience. The NCGC works with the Board to determine the appropriate characteristics, skills, and experiences for the directors. We are committed to selecting qualified candidates regardless of gender, ethnicity, and national origin.

Board Duties

§      Succession Planning. The NCGC works on a periodic basis with the CEO to review, maintain, and revise, as necessary, the Company's succession plan. The CEO reports annually to the Board on succession planning for CEO and senior management positions, including a discussion of assessments, leadership development plans and other relevant factors.

§      Financial Reporting, Legal Compliance, and Ethical Conduct. Our Board maintains governance and oversight functions, but our executive management maintains primary responsibility.

Continuous
Board
Improvement

§      New Director Orientation. All new directors participate in an orientation program to familiarize them with our Company.

§      Continuing Education. Directors continue their education through meetings with executive management and other managers to enhance the flow of meaningful financial and business information. They also receive presentations to assist with their continuing education. Directors also attend outside director education programs to stay informed about relevant issues.

§      Annual Evaluations. The NCGC oversees an annual board performance evaluation policy that includes individual director self-assessments and an assessment of each of the Board’s four standing committees.

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Director Independence

The Board has determined that each of Messrs. Cohen, Holdsworth, McEachern, McGinn, Renken and Shahidehpour and Ms. Coy are independent pursuant to the applicable independence requirements set forth in the rules of the listing standards for the Nasdaq Stock Market (the “Nasdaq Rules”) and by the SEC because they either have no relationship with the Company (other than as a director and stockholder) or because any relationship they have with the Company is immaterial. Under these standards of independence, for a director to be considered independent, the director must, among other things, not be an executive officer or employee of the Company or its subsidiaries and the director must not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Dr. Brisbin, due to his employment as our Chief Executive Officer, does not qualify as independent.

Board Leadership Structure

Our Board does not have a policy with respect to whether the roles of Chief Executive Officer and Chairman should be separated or combined. We currently have a combined Chairman/CEO role as well as a Lead Independent Director. We believe that the combined Chairman/CEO role is appropriate at this time because it fosters clear accountability, effective decision-making, and alignment on corporate strategy. We believe combined leadership at the top also provides the necessary flexibility for us to rapidly address the changing needs of our business.

In November 2016, the Board elected Thomas D. Brisbin, Willdan’s Chief Executive Officer, as Chairman of the Board. From March 2017 to March 2021, Keith W. Renken served as Lead Independent Director of the Board. In March 2021, the Board appointed Steven A. Cohen as Lead Independent Director. Although, we have in the past separated the roles of Chief Executive Officer and Chairman of the Board, the Board believes that having Dr. Brisbin serve in both these roles, coupled with strong independent director leadership, further enhanced by the appointment of Mr. Cohen as Lead Independent Director, is the most appropriate and effective board leadership structure for us at this time.

Board Committees

The Board has four standing committees: the AC, the CC, the NCGC and the SMAC. Each of our Board committees has a separate written charter that describes its purposes, membership, meeting structure, authority, and responsibilities. These charters, which may be found in the Corporate Governance section of our website at ir.willdangroup.com/corporate-governance, are reviewed annually by the respective committee, with any recommended changes adopted upon approval by our Board.

Each of these committees regularly reports to the Board as a whole. The following summaries identify the members of each committee as of the date of this Proxy Statement. The composition of each committee may change from time to time.

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Audit Committee

Meetings in FY 2020:

5

Average Attendance in FY 2020:

93%

Chair:

Douglas J. McEachern

§      Oversee the integrity of the Company’s financial statements and financial reporting

Members:

§      Oversee compliance with legal and regulatory requirements

Debra G. Coy
Keith W. Renken

§      Discuss policies with respect to risk assessment, monitoring and mitigation with management and independent auditor

All members satisfy the audit committee experience and independence standards required by the Nasdaq Rules and the Exchange Act and have been determined to be financially literate in accordance with the Nasdaq Rules.

§      Review qualifications and independence of the Company’s independent registered public accounting firm

§      Review performance of the Company’s internal reporting and audit functions

Each member of the Audit Committee has been determined to be an "audit committee financial expert" under applicable SEC regulations.

§      Oversee the Company’s disclosures controls and procedures and system of internal controls regarding finance, accounting, legal compliance and ethics

§      Retain and oversee the independent auditor and review and approve the scope of the audit conducted by the independent auditor

Compensation Committee

Meetings in FY 2020:

6

Average Attendance in FY 2020:

96%

Chair:

Raymond W. Holdsworth

§      Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, if and as required by applicable rules and regulations

§      Review, evaluate and make recommendations to the full Board with respect to management’s proposals regarding the Company’s overall compensation policies, and recommend performance-based incentives that support and reinforce the Company’s long-term strategic goals, organization objectives and stockholder interests.

§      Annually review and approve objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those objectives and set the Chief Executive Officer’s compensation level based on this evaluation.

Members:
Debra G. Coy
Douglas J. McEachern
Mohammad Shahidehpour

§      Consider and approve the selection, retention and remuneration arrangements for senior executive officers and establish, review and approve compensation plans in which any executive officer is eligible to participate.

All members satisfy the independence standards required by the Nasdaq Rules and Exchange Act.

§      Make recommendations to the Board with respect to the Company’s incentive-compensation plans and equity-based compensation plans and approve for submission to stockholders all new stock option and equity compensation plans, including amendments or supplements thereto

§      Administer the Company’s 2008 Plan, 2006 Stock Incentive Plan (the “2006 Plan”) and the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan (the “ESPP”)

All members qualify as "nonemployee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and as "outside directors" under Section 162(m) of the Internal Revenue Code.

§      Authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers including all NEOs (as defined below)

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Nominating & Corporate Governance Committee

Meetings in FY 2020:

4

Average Attendance in FY 2020:

100%

Evaluate the size and composition of the Board, review and develop critieria for Board membership, and evaluate the independence of existing and prospective directors

Chair:

Mohammad Shahidehpour

§      Evaluate the size and composition of the Board, review and develop criteria for Board membership, and evaluate the independence of existing and prospective directors

Members:
Steven A. Cohen
Vice Admiral Dennis V. McGinn

§      Actively seek and evaluate qualified individuals to become new directors as needed , establish procedures to solicit, review and recommend to the Board potential director nominees proposed by stockholders and recommend to the Board the director nominees for the annual meeting of stockholders and any special meeting at which directors are elected

§      Review the suitability of each Board member for continued service when his or her term expires and when he or she has a significant change in status

§      Take diversity considerations into account when identifing director candidates

All members satisfy the independence standards required by the Nasdaq Rules and Exchange Act

§      Evaluate the nature, structure and operations (including authority to delegate to subcommittees) of other Board committees

§      Periodically review and, in the NCGC’s discretion, recommend to the Board changes to, the Company’s certificate of incorporation, bylaws, corporate governance policies and practices, and other present or future policies of the Company as they relate to corporate governance matters

Strategy, Mergers and Acquisitions Committee

Meetings in FY 2020:

4

Average Attendance in FY 2020:

100%

Chair:

Steven A. Cohen

§      Review with management, on a timely basis, significant financial matters of the Company and its subsidiaries, including matters relating to the Company’s capitalization, dividend policy and practices, credit ratings, cash flows, borrowing activities, and investments including mergers and acquisitions

Members:
Raymond W. Holdsworth
Vice Admiral Dennis V. McGinn
Mohammad Shahidehpour

§      Review and recommend to the Board or take actions on behalf of the Board relating to the Company’s financial and strategic plans

§      Review and recommend to the Board actions relating to offerings of the Company’s debt or equity securities, purchases or disposals of treasury shares, except the repurchase of shares pursuant to approved employee benefit plans, stock splits or reclassification of shares any dividend declaration, guarantees of unconsolidated third party indebtedness and certain other financial transactions and strategies

§      In consultation with the AC, as appropriate, review periodically the Company’s risk management strategies

§      Be available to management as needed regarding various matters such as reviewing the relationships with the Company’s principal lending institutions and investment and strategic advisors

Executive Sessions

Our Board believes it is important to have executive sessions without our CEO or other management being present. Executive sessions are led by our Lead Independent Director. Our independent directors have robust and candid discussions at these executive sessions during which they can critically evaluate the performance of our company, CEO, and management. An executive session is held in conjunction with each regularly scheduled quarterly Board meeting and other sessions may be called by the Lead Independent Director in his own discretion or at the request of the Board.

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Oversight of Risk Management

Graphic

The Board is involved in risk oversight through direct decision-making authority with respect to fundamental financial and business strategies and major corporate activities, including material acquisitions and financings, as well as through its oversight of management and the committees of the Board. Management is responsible for identifying the material risks facing the Company, implementing appropriate risk management strategies, and ensuring that information with respect to material risks is shared with the Board or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to the Board, with reporting in the areas of enterprise risks, cybersecurity and information security, sustainability, human capital management, other ESG matters, and succession planning.

The Board as a whole regularly reviews risks related to cybersecurity and the Company’s information system controls. The Company uses third-party vendors to independently tests information security risks. In 2020, the Company completed an ISO/IEC 27001:2013 certification process for some of its information security systems. This certification is audited and verified by a third-party on an annual basis. We take cyber threats very seriously and regularly audit our cyber security capabilites. These audits are a useful tool for ensuring that we maintain a robust cyber security program to protect our investors, customers, employees, and intellectual property. The Company has information security training and compliance programs which regularly tests employees and executives on items such as phishing attacks. We also maintain a cyber security insurance program which is reviewed on an annual basis. The oversight responsibility of the Board and its committees is supported by Company management and the risk management processes that are currently in place.

Graphic

Policy on Hedging and Pledging

The Company recognizes that hedging against losses in Company stock is not appropriate or acceptable trading activity for individuals employed by or serving the Company.  The Company has incorporated prohibitions on various hedging activities (such as prepaid variable forward sale contracts, collars, equity swaps, or exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities without the full risks and rewards of ownership within its insider trading policy, which policy applies to directors, officers and employees of the Company and their family members.  The policy prohibits trading in any interest or position relating to the future price of Company securities, such as put, call or short sale. This policy also applies regardless of whether such Company securities (i) were granted to the director, officer or employee as part of their compensation and (ii) are held directly or indirectly by the director, officer or employee.

Executive Development and Succession Planning

Our Board is involved in the identification and cultivation of our future leaders. The NCGC works on an annual basis with the Chief Executive Officer to review, maintain and revise, as necessary, the Company’s succession plan upon the CEO's retirement and in the event of an unexpected occurrence. The CEO reports annually to the Board on succession planning for the CEO and senior management positions, including a discussion of assessments, leadership development plans and

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other relevant factors. The CEO also makes available to the NCGC on a continuing basis, the CEO's recommendations regarding his successor should he become unexpectedly disabled.

Stockholder Submission of Director Nominees

The NCGC will consider director candidates recommended by stockholders. Properly communicated stockholder recommendations will be considered in the same manner and using the same criteria as used for any other director candidate. To be properly communicated, stockholders desiring to recommend candidates for consideration by the NCGC and the Board should submit their recommendations in writing to to the NCGC Chair, c/o Corporate Secretary, Willdan Group, Inc. 2401 East Katella Avenue, Suite 300, Anaheim, CA 92806, together with all information about the stockholder and the candidate that would be required pursuant to Section 3.04(a)(ii) of our Bylaws if the stockholder was nominating the candidate for election to the Board. The NCGC may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board.  For a discussion of the factors and other criteria the NCGC and Board will consider when evaluating a director candidate, see “Proposal 1: Election of Directors.”

Please note that stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the NCGC as described above) must deliver written notice to our Secretary in the manner described in Section 3.04(a)(ii) of our Bylaws, and as further described in the Meeting and Voting Information section of this proxy statement under "Requirements for Proposals to be Considered for Inclusion in Proxy Materials and for Nomination of Director Candidates.”

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Director Qualifications

Qualifications that are particularly desirable for our directors to possess in order to provide oversight and stewardship of our company include the following:

Qualifications

Descriptions

Value to Our Board and Stockholders

Senior Leadership
Experience

Service in a senior executive position

Provide us with valuable external perspectives with which to assess our operations, execute our strategies, mitigate related risks, and improve our policies and procedures.

Industry and
Technical Experience

Experience in consulting and engineering services that focus on energy efficiency, the environment, sustainable infrastructure, renewable energy and energy transition

Allow us to better understand the needs of our clients in developing our business strategies, as well as evaluate acquisition and divestiture opportunities.

Client
Regulatory
Experience

Service in a position that requires interaction with utilities, municipalities, and commercial clients

Provides us with experience and insight into working constructively with utility commissions, state and local agencies and administrators and addressing significant public policy and regulatory compliance issues in areas related to our business and operations.

Business
Development and
M&A Experience

Background in business development and in the
analysis of proposed M&A transactions

Provides us with insight into developing and implementing strategies for growing our business through combinations with other organizations, including analysis of the "fit" of a proposed acquisition with our company's strategy, the valuation of the transaction, and the management plan for integration with existing operations.

Financial
Sophistication

Understanding of accounting, auditing, tax, banking, insurance, or investments

Help us to oversee our accounting, financial reporting, and internal control processes; manage our capital structure; optimize capital allocation; and undertake significant transactions.

Public Board
Experience

Prior or concurrent service on other SEC reporting company boards

Demonstrates understanding of the extensive and complex oversight responsibilities of directors and helps reinforce management accountability for maximizing long-term stockholder value. Also provides insights into a variety of strategic planning, compensation, finance, and governance practices.

Innovation /
Technology
Experience

Technology/innovation; practical experience with tech transformation and disruption

Allow us to better understand and anticipate technical trends, generate disruptive innovation, and extend and create new business models.

Governance and Risk Oversight
Experience

Practical experience in risk governance, enterprise risk management framework, and knowledge, understanding of risk monitoring and mitigation

Help us understand enterprise risk management program structures as well as practices and policies designed to identify and manage risks and properly align risk-taking with overall governance and operations.

Talent Management
/ Compensation
Experience

Practical experience developing, managing, motivating, and compensating employees

Provide us with insight into cultivating an inclusive culture consistent with our values and purpose, providing an engaging work environment, attracting top talent, investing in our employees, supporting their career development, and remaining competitive in the marketplace.

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The graph below summarizes the qualifications of our director nominees:

Number of Nominees

Qualifications of Director Nominees

5

Senior Leadership Experience

6

Industry and Technical Expertise

2

Client Regulatory Experience

7

Business Development and M&A Experience

5

Financial Sophistication

5

Talent Management/Compensation Experience

7

Governance and Risk Oversight Experience

3

Public Board Experience

3

Innovation/Technology Experience

Board Refreshment

Our governance policies reflect our belief that directors should not be subject to term limits. While term limits could facilitate fresh ideas and viewpoints being consistently brought to the Board, we believe they are counterbalanced by the disadvantage of causing the loss of a director who over a period of time has developed insight into our strategies, operations, and risks and continues to provide valuable contributions to Board deliberations. We recognize that certain governance stakeholders have suggested that longer serving directors may have decreased independence and objectivity; however, we believe that an arbitrary decision to remove knowledgeable directors and the consistent oversight they bring weighs against strict restrictions on director tenure.

Director Diversity

Our Company recognizes the value of diversity and we endeavor to a have a diverse Board with experiences in business, technology, finance, business development, government, energy, risk management, and public board experience. Our NCGC continues to seek diverse candidates as board positions become available. Board gender and ethnic diversity has become a significant selection factor in our Board selection process. In addition to gender and ethnic diversity, the NCGC focuses on skills, expertise, and background of director nominees to complement the existing Board in light of the diverse and national nature of our businesses and operations.

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Active Stockholder Engagement and Communications

Stockholder Engagement

Willdan has a philosophy of direct, open, transparent, and frequent engagement with our stockholders. Throughout each year, our CEO, President, CFO, and VP of Investor Relations meet with institutional investors to discuss various matters, including corporate governance, executive compensation practices, long-term strategy, financial and operating performance, risk management, and ESG practices. In addition, Debra Coy, our Board member with the greatest stockholder engagement experience, participated in several of these meetings.

At the 2020 Annual Meeting, 54% of our stockholders approved our fiscal year 2019 executive compensation. In response to not achieving a higher level of support, management solicited stockholder feedback on various matters, including the Company’s corporate governance and executive compensation programs. In addition, between August 2020 and January 2021, we specifically reached out to stockholders that we did not meet with to discuss corporate governance and executive compensation. The Company found the most constructive feedback from ESG investors, many of whom are European-based. These European-based funds have a particular focus on measuring our performance and related disclosure of ESG metrics. The feedback was instrumental in the Company publishing its inagural sustainability report in January 2021. Excluding index-funds, we have discussed this report with 100% of our top 15 stockholders. The Company’s 2020 Sustainability Report is available at www.willdan.com under “Investors—Sustainability Report”.

As the Covid-19 pandemic forced cancellation of many in-person events, we expanded our engagement through virtual events. Highlights from 2020 stockholder engagement include:

Contacted 71% of our institutional equity investor base
Spoke with stockholders representing approximately 40% of our institutional equity investor base, in addition with potential holders of our equity
Conducted six virtual events
Published 2020 Sustainability Report
Held quarterly webcast earnings calls; and
Completed a broad range of phone calls, emails, and other industry events.

Graphic

During our meetings, stockholders expressed concerns related to our non-disclosure of our clawback policy, change in control as well as enhancing disclosure related to the financial metrics for executive short- and long-term incentive compensation programs. In response to the feedback of stockholders and proxy advisors, the CC implemented several changes, as well as enhancing and providing additional disclosures. The table below provides a summary of the CC changes/actions.

equi

Issue

Proxy Advisor and/or Stockholder Concerns

Stockholder Feedback

Changes/Actions

Clawback Policies

No clawback policy disclosed; clawback was not applicable to both cash and equity bonus compensation

Governance best practices include disclosure of policy and clawback policy that gives company ability to claw back both cash and equity

Disclosed rigorous equity clawback policy; adopted cash bonus clawback policy due to shareholder feedback

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equi

Issue

Proxy Advisor and/or Stockholder Concerns

Stockholder Feedback

Changes/Actions

Annual Incentive Plan

Company is silent on metrics, goals and payout formula related to incentive plan and reasoning for changes to payout levels

Provide additional disclosure on the short-term compensation metrics to explain inconsistent payouts and reasoning for changes in annual payout levels

Disclosed metrics, goals, bonus pool payout formula to provide rigor linking pay with performance

Change in Control

No rigorous change in control policy disclosed

Improve change in control disclosures

Disclosed our change in control policies and practices

Stock Ownership Guidelines

No stock ownership requirements, including executive and non-employee directors

Encourage the Company to require stock ownership guidelines for executive management and non-employee directors of the Company

In 2020, the CC adopted management and non-employee director stock ownership guidelines with compliance to be within three years. Guideline includes 5x of base salary CEO; 3x base salary President; 1x base salary remaining Section 16 Officers; and $115,000 minimum value in stock holdings for non-employee directors

Peer Group Disclosure

No compensation peer group disclosed

Enhance disclosure around compensation peer group selected for compensation and the factors considered in their selection

Disclosed our compensation peer group which has been provided every two years by a third-party consultant hired by the CC

Sustainability and Impact Reporting

No annual sustainability or impact report provided by the Company despite its core focus on providing energy savings and carbon mitigating measures

Provide sustainability metrics focused on environmental, social, and governance (“ESG”) factors

Published 2020 Sustainability Report. See www.willdan.com under “Investors—Sustainability Report”

Communications With the Board

Stockholders and other interested parties who wish to communicate with the Board or non-management directors of the Company can send an email to nonmanagementdirectors@willdan.com or send their correspondence to Board of Directors (or a particular subgroup or individual director), c/o Corporate Secretary, Willdan Group, Inc., 2401 E. Katella, Suite 300 Anaheim, California 92806.

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Proposal 1:

Election of Directors

Our Board is currently fixed at eight directors, each to be elected on an annual basis, until changed by the Board. All of the director nominees are currently serving as directors. Each of the director nominees, if elected at the Annual Meeting, will hold office until the 2022 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal.

Each director nominee has consented to be nominated and to serve if elected. We have no reason to believe that any of the director nominees will be unavailable for election or unable to serve if elected. However, if any director nominee is unavailable for election or unable to serve, the proxy holders may vote for another person nominated by the Board or the Board may adopt resolutions to reduce the number of directors to be elected at the Annual Meeting.

Recommendation of Board of Directors

Our Board of Directors recommends that you vote “FOR” each of the director nominees.

2021 Director Nominees

The following pages provide information on each nominee for election at the Annual Meeting, including his or her age, Board leadership roles held, and business experience during at least the past five years. We also indicate the name of any other public company for which each nominee currently serves as a director or served as a director during the past five years.

The information relating to each director nominee led our Board to the conclusion that he or she should be elected as a director in light of the Company's business and structure. We believe that each of these director nominees has integrity and adheres to our high ethical standards. In addition, each nominee has demonstrated the ability to exercise sound judgment as well as a commitment to servicing the long-term interests of our stockholders.

The Company believes that the members of its Board should have a range of skills, experience, diversity and expertise that enables the Board to provide sound guidance with respect to the Company’s operations and interests. When considering a director candidate, the Board looks at the current composition of the Board and the evolving needs of the Company, in addition to such candidate’s background and accomplishments. The NCGC identifies new candidates for election to the Board, reviews their qualifications, skills, experience and other characteristics and recommends nominees for director to the Board for approval.

The Board seeks directors with strong reputations and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly in energy efficiency, engineering, consulting and finance.  All of the director nominees hold or have held senior executive positions in large, complex organizations and have operating experience that meets these objectives, as described below.  In these positions, they have gained experience in core management skills, strategic and financial planning, public company financial reporting, corporate governance, risk management and leadership development.  Additionally, a number of our directors have experience serving on the boards of directors of other public companies, which the Company believes increases their knowledge of effective corporate governance.

The Board also believes that each of the director nominees and current directors has other key attributes that are important to an effective board, including integrity and demonstrated high ethical standards, sound judgment, analytical skills, the ability to engage management and each other in a constructive and collaborative fashion, diversity of background, experience and thought and the commitment to devote significant time and energy to serve on the Board and its Committees.  The following biographies provide further qualifications, attributes and other information with respect to the director nominees.

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Dr. Thomas D. Brisbin | Chairman and Chief Executive Officer

Director Since 2007

Experiences

§      CEO and Director since 2007. Chairman since November 2016. President from April 2007 to November 2016

§      Vice President and Consultant of AECOM Technology Corporation from 2004-2007

§      Chief Operating Officer and Executive VP at Tetra Tech, Inc. from 1999-2004

§      Co-founder and President of PRC Environmental Management, Inc. from 1978-1995

§      Research Associate at Argonne National Laboratory and Adjunct Professor - Illinois Institute of Technology (IIT) prior to PRC

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Age: 68

Skills and Qualifications

Senior leadership; industry and technical experience; business development; risk oversight; financial sophistication; talent management/compensation

§      B.S. Northern Illinois University. Ph.D. Environmental Engineering Illinois State Technology

§      Completed Harvard Business School's Advanced Management Program

Steven A. Cohen | Independent

Director Since 2015

Experiences

§      Senior Vice Dean and Chief Operating Officer of the School of Professional Studies at Columbia University (CU) Directs CU's Master of Sustainability Management Program. Professor in the Practice of Public Affairs at CU's School of International and Public Affairs. Director of CU's Master of Public Administration Program in Environmental Science and Policy

§      Consultant to U.S. Environmental Protection Agency for past three decades, most recent from 2005-2010

§      Served on the U.S. Environmental Protection Agency’s Advisory Council on environmental Policy and Technology from 2001-2004

§      Director of Columbia's Graduate Program in Public Policy and Administration from 1985 to 1998

§      Former policy analyst for U.S. Environmental Protection Agency before joining CU in 1981

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Age: 67

Skills and Qualifications

Government policy; environmental policy; senior leadership; business development

§      BA Political Science from Franklin College; M.A. Political Science from University of New York at Buffalo (SUNY-Buffalo)

§      Ph.D. Political Science from SUNY-Buffalo

Current Committees:
Lead Independent Director; Chairperson Strategy, Mergers and Acquisitions Committee; Member, Nominating & Corporate Governance Committee.

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Debra Coy | Independent

Director Since 2018

Experiences

§      Principal Svanda & Coy Consulting, co-founded in 2010.

§      Chair of Corporate Governance, Nominating, Environmental, and Health and Safety Committee of Global Water Resources

§      Partner XPV Water Partners from 2015-2019

§      Member of board of directors and as a member of AC of Aqua Venture Holdings Limited from February 2019 - March 2020 when the company was sold

§      Prior Managing Director, Global Water Sector Analyst covering the global water sector Janney Montgomery Scott’s Capital Markets; Stanford Washington Research Group; Schwab Capital Markets; HSBC Securities; National Westminster Bank

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Age: 63

Skills and Qualifications

Industry and technical expertise; financial sophistication; audit committee financial expert; corporate governance; public board

§      Advisory Executive in Residence XPV Water Partners

§      BA English and Journalism from Southern Adventist University

§      MA Journalism from University of Maryland

Current Committees: Member Audit Committee; Member Compensation Committee.

Other Current Public Boards:

Global Water Resources, Inc.

Raymond W. Holdsworth | Independent

Director Since 2009

Experiences

§      Prior Vice Chairman of Corporate Development for AECOM from October 2005 to March 2009, which he joined in 1992

§      Director of the California Chamber of Commerce and the Los Angeles Economic Development Corporation

§      Former Vice Chairman of the Civil Engineering Research Foundation / International Institute; past trustee of the California State University system and chaired AC for three consecutive years

§      Senior management positions held with International Technology Corp. and Parsons Brinckerhoff Quade & Douglas Inc.

§      Worked in California’s Office of Transportation Planning and Research after beginning career with Peat Marwick & Mitchell

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Age: 78

Skills and Qualifications

Audit committee financial expert; talent management/compensation; business development and M&A; industry and technical expertise

§      California's Office of Transportation Planning and Research

§      B.A. English from Lake Forest College; M.B.A. from the University of Pennsylvania Wharton School

Current Committees:
Chairperson Compensation Committee; Member Strategy Mergers and Acquisitions Committee.

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Douglas J. McEachern | Independent

Director Since 2009

Experiences

§      Retired Audit Partner with Deloitte & Touche, LLP from 1985-2009. Served in various leadership roles including overseeing the Real Estate and Financial Institutions practices

§      Staff member and manager ad Deloitte’s predecessor, Touche Ross & Co. from 1976-1983

§      Member of Board of Directors since May 2012, Chairman of AC and Conflicts Committee and member of Compensation Committee, Reading International

§      Chairman of the Board of Directors of Community Bank in Pasadena, CA from October 2013-October 2015 and Member of the Nominating and Governance Committee and AC June 2011 – October 2015

§      Member of the Finance Committee and Board of Directors of the Methodist Hospital of Arcadia Foundation until retirement in December 2017

§      Professional Accounting Fellow with Federal Home Loan Bank Board

§      Instructor of Auditing and Accountancy at Claremont McKenna College

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Age: 69

Skills and Qualifications

Audit committee financial expert; financial sophistication; business development; talent management/compensation; corporate governance

§      B.S. Business Administration from the University of California, Berkeley; M.B.A. from the University of Southern California

Current Committees:
Chairperson Audit Committee; Member Compensation Committee.

Other Current Public Boards:

Reading International

Vice Admiral Dennis V. McGinn | Independent

Director Since 2017

Experiences

§      Retired as Vice Admiral of United States Navy after 35 years. Deputy Chief of Naval Operations for Warfare Requirements and Programs. Previously commanded United States Third Fleet

§      Assistant Secretary of the Navy for Energy, Installations, and Environment from September 2013 – January 2017

§      Former President of the American Council on Renewable Energy.

§      Past member of the Steering Committee of the Energy Future Coalition, past member of the U.S. Energy Security Council; and past member of the Bipartisan Center Energy Board

§      Past Co-Chairman of the CAN Military Advisory Board

§      Prior International Senior Fellow at the Rocky Mountain Institute

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Age: 75

Skills and Qualifications

Industry and technical expertise; corporate governance; business development and M&A; senior leadership

§      B.S. Naval Engineering from the U.S. Naval Academy

§      Participant, National Security Program at Harvard University's Kennedy School

Current Committees: Member Nominating & Corporate Governance; Member Strategy, Mergers and Acquisitions Committee

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Keith W. Renken | Independent

Director Since 2006

Experiences

§      Managing Partner, Renken Enterprises

§      Retired Senior Partner and Chairman, Executive Committee of Southern California for Deloitte and Touche in 1992

§      Adjunct Professor (executive in residence) Marshall School of Business at the University of Southern California from 1992 to 2006

§      Served on Board of Directors, AC and CC of East West Bancorp, Inc. from 2000-2018

§      Served on Board of Directors and AC of Limoneira Company from 2009-2015

§      Served on Board of Directors and AC of Whittier Trust Company since 2006

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Age: 86

Skills and Qualifications

Corporate governance; public board; audit committee financial expert; financial sophistication; talent management/compensation

§      B.S. Business Administration from the University of Arizona; M.S. Business Administration from the University of Arizona

Current Committees:

Member Audit Committee

Mohammad Shahidehpour | Independent

Director Since 2015

Experiences

§      Bodine Chair Professor in the Electrical and Computer Engineering Department at IIT. Director of Robert W. Galvin Center for Electricity Innovation. University professor for over 40 years, including faculty member at IIT since 1983 and recipient of IIT's Excellence in Teaching Award

§      Former IIT Research Vice-President overseeing $80M in annual budget and over 200 technical projects

§      Principal investigator of over $60 million in grants and contracts related to electricity and modernization technological advances, mostly funded by government agencies such as the U.S. Department of Energy and U.S. Department of Defense

§      Founding chair of the Institute of Electrical and Electronics Engineers (“IEEE”) Great Lakes Symposium on Smart Grid and the New Energy Economy

§      Editor-in-Chief of IEEE Transactions on Smart Grid Journal since 2009

§      Elected Member of National Academy of Engineering in the U.S.

§      Keynote speaker in 20 International Conferences since 2007 and counseled governments on electricity and grid modernization bills globally

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Age: 65

Skills and Qualifications

Industry and technical expertise; business development; corporate governance; talent management/compensation; senior leadership

§      IEEE Distinguished Lecturer; Delivered over 100 invited lecturer on electricity restructuring and smart grid issues

§      Author of six books and 400 technical papers on electric power systems

§      B.S. Electrical Engineering from Iran's Sharif University of Technology; M.S. in Electrical in Engineering; Ph.D. from the University of Missouri

Current Committees:
Chairperson Nominating and Governance Committee; Member Compensation Committee; Member Strategy, Mergers and Acquisitions Committee.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

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Director Compensation

In response to the Covid-19 pandemic, cash fees for all members of the Board of Directors were temporarily suspended, among other broad cost cutting measures. The suspension was lifted in the fourth quarter of 2020. The following table provides information concerning the compensation for services of our nonemployee directors during FY 2020. Dr. Brisbin is a Named Executive Officer and his compensation is presented below under “Executive Compensation” in the Summary Compensation Table and related explanatory tables. Dr. Brisbin is not entitled to additional compensation for his services as a director.

The majority of the compensation provided to nonemployee directors is delivered in equity to align director interests with those of our stockholders.

Fees Earned or

Stock

Option

All Other

Name

    

Paid in Cash ($)

    

Awards (1), (2) ($)

    

Awards ($)

    

Compensation ($)

    

Totals ($)

Steven A. Cohen

 

25,500

 

70,005

 

 

 

95,505

Debra Coy

28,250

 

70,005

 

 

98,255

Raymond W. Holdsworth

 

26,750

 

70,005

 

 

 

96,755

Douglas J. McEachern

 

31,000

 

70,005

 

 

 

101,005

Dennis V. McGinn

24,000

 

70,005

 

 

94,005

Keith W. Renken

 

30,750

 

70,005

 

 

 

100,755

Mohammad Shahidehpour

 

27,000

 

70,005

 

 

 

97,005

(1)The amounts reported under “Stock Awards” above represent the aggregate grant date fair value of restricted stock awards granted to Non-Employee Directors during fiscal 2020 (disregarding any estimate of forfeitures related to service-based vesting conditions). For a discussion of the assumptions and methodologies used to calculate the amounts reported in this column, please see the discussion of restricted stock awards contained in Note 10 (Stockholders’ Equity) to our consolidated financial statements, included as part of our 2020 Annual Report filed on Form 10-K.
(2)As of January 1, 2021, the following Non-Employee Directors held the following number of outstanding restricted stock awards: Messrs. Cohen, Holdsworth, McEachern, Renken and Shahidehpour each held 4,966 shares of restricted stock, of which (i) 1,913 shares of restricted stock vest on June 13, 2021 and (ii) 3,053 shares of restricted stock vest in two substantially equal installments on each of June 11, 2021 and June 11, 2022. Mr. McGinn held 5,120 shares of restricted stock, of which (i) 2,067 shares of restricted stock vest on June 13, 2021 and (ii) 3,053 shares of restricted stock vest in substantially equal installments on each of June 11, 2021 and June 11, 2022. Ms. Coy held 5,232 shares of restricted stock, of which (i) 2,179 shares of restricted stock vest on June 13, 2021 and (ii) 3,053 shares of restricted stock vest in two substantially equal installments on each of June 11, 2021 and June 11, 2022.

Annual Retainer and Meeting Fees

In response to the Covid-19 pandemic, cash fees for our nonemployee directors were suspended for a portion of fiscal 2020, resulting in a reduction of 50% of the annual fees for independent directors. This suspension lifted for the fourth fiscal quarter of 2020. As a result, the cash fees for the second and third quarter meetings were withheld while the fourth quarter of fiscal 2020 and the first quarter of fiscal 2021 were paid in fiscal year 2020.

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The following table sets forth the schedule of annual retainers and meeting fees for each Non-Employee Director in effect during FY 2020.

Type of Fee(1)

    

Dollar Amount

 

Annual Board Retainer

$

36,000

Additional Annual Retainer to Lead Director

$

15,000

Additional Annual Retainer to Chair of Audit Committee

$

16,500

Additional Annual Retainer to Chair of Compensation Committee

$

11,000

Additional Annual Retainer to Chair of Strategy, Mergers and Acquisitions Committee

$

7,500

Additional Annual Retainer to Chair of Nominating and Governance Committee

$

7,500

Additional Annual Retainer to Member of Audit Committee

$

7,500

Additional Annual Retainer to Member of Compensation Committee

$

5,500

Additional Annual Retainer to Member of Strategy, Mergers and Acquisitions Committee

$

4,500

Additional Annual Retainer to Member of Nominating and Governance Committee

$

4,500

Additional Daily Fee for Attendance at Board Meetings (2)

$

1,500

Additional Daily Fee for Attendance at Committee Meetings (2)

$

1,000

(1)The Willis Towers Watson report indicated that the compensation for Willdan directors is 10% below the median of the peer group.
(2)Directors only receive one fee for meetings per day after a minimum of: (i) 4 Board meetings, (ii) 6 AC meetings or (iii) 5 CC, NCGC or SMAC meetings.

Compensation for Non-Employee Directors during FY 2020 generally consisted of an annual retainer, fees for attending meetings, fees for work related to board committees and a restricted stock grant award. All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur serving as directors.

Restricted Stock Awards

In June 2020, Messrs. Cohen, Conway, Holdsworth, McEachern, McGinn, Renken, and Shahidehpour and Ms. Coy were granted a restricted stock award of 3,053 shares under the 2008 Plan. Each restricted stock award granted to our Non-Employee Directors in fiscal 2020 is subject to a two year vesting schedule, with 50% of the award vesting on each of the first and second anniversaries of the grant date, subject in each case to the Non-Employee Director’s continued service through the applicable vesting date.

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Proposal 2:

Ratification of the Appointment of Crowe as the Company’s

Independent Registered Public Accounting Firm

Crowe served as the Company’s independent registered public accountants during the fiscal year ended January 1, 2021 and, in that capacity, audited the Company’s consolidated financial statements for the fiscal year ended January 1, 2021. Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request approval by the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal at the Annual Meeting of the appointment of Crowe as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021. If stockholders do not ratify this appointment, the AC will reconsider whether or not to retain Crowe, and may decide to retain them notwithstanding the vote. Even if the appointment is ratified, the AC, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. A representative of Crowe will be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions from stockholders.

Audit and Other Fees

Crowe

The following is a summary of the fees billed to us by Crowe for professional services for the fiscal years ended January 1, 2021 and December 27, 2019.

Fee Category

    

Crowe 2020

    

Crowe 2019

Audit Fees

$

700,000

$

845,000

Audit-Related Fees

 

 

Tax Fees

 

 

All Other Fees

 

 

15,700

Total Fees

$

700,000

$

860,700

Audit Fees. Fees for audit services provided by Crowe for fiscal 2020 and 2019 consisted of professional services for the annual audit of our consolidated financial statements and for the review of our interim condensed consolidated financial statements including quarterly reports.

All Other Fees. Fees paid for any other services provided by Crowe for fiscal 2019 consisted of professional services reasonably related to the Company’s 2019 acquisitions.

The Company has been advised by Crowe that neither Crowe nor any member of Crowe has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

Audit Committee Pre-Approval Policy

Consistent with SEC policies regarding independence, the AC has responsibility for appointing, setting compensation and overseeing the work of the Company’s independent registered public accounting firm. In recognition of this responsibility, the AC has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, including audit services, audit-related services, tax services and other services. In some cases, the full AC provides pre-approval for up to a year, related to a particular defined task or scope of work and subject to a specific budget. During the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the AC requires specific pre-approval before engaging the Company’s independent registered public accounting firm. The AC may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the AC at its next regularly scheduled meeting.

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The AC has considered whether the provision of the services described above is compatible with maintaining the Company’s independent public accounting firm’s independence and has determined that such services have not adversely affected Crowe’s independence. All services described in the table above under “Audit-Related Fees” and “All Other Fees” for fiscal 2019 were pre-approved by the AC.

Vote Required for Ratification of the Appointment of Crowe as the Company’s Independent Registered Public Accounting Firm

Ratification of the appointment of Crowe as the Company’s independent registered public accounting firm for the year ending December 31, 2021, requires the affirmative vote of a majority of all the votes cast on the matter at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CROWE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

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Proposal 3:

Approval, on a Non-Binding Advisory Basis, of Named

Executive Officer Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was amended pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are asking stockholders to approve a non-binding advisory resolution approving our executive compensation as reported in this Proxy Statement.

Our executive compensation decisions are made in the context of our executive compensation plan statement.

Under our executive compensation plan statement, our executive compensation philosophy is to:

Align the interests of our executives with those of the stockholders
Attract, motivate, reward, and retain the top contributors upon whom, in large part, our success depends;
Be competitive with compensation programs for companies of similar size and complexity with whom we compete for talent, including direct competitors;
Provide compensation based upon the short-term and long-term performance of both the individual executive and the Company; and
Strengthen the relationship between pay and performance by emphasizing variable, at-risk compensation that is dependent upon the successful achievement of specified corporate and individual goals.

We urge stockholders to read the “Executive Compensation” section beginning on page 36 of this Proxy Statement, including the “Compensation Discussion and Analysis” section, which describes in more detail our executive compensation plan statement and the key elements of our executive compensation program. The CC and the Board believe that our executive compensation program is appropriately designed to achieve the objectives of our executive compensation philosophy.

We are asking stockholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers set forth under “Executive Compensation,” including the Compensation Discussion and Analysis, Summary Compensation Table and the related compensation tables and narratives in the Proxy Statement for the Annual Meeting.

This vote is an advisory vote only and will not be binding on us, our Board or the CC and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board or the CC. However, the CC, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers.

The Company’s current policy is to provide stockholders with an opportunity to approve the compensation of the Named Executive Officers each year at the annual meeting of stockholders. It is expected that the next such vote will occur at the 2022 annual meeting of stockholders.

Vote Required for Approval of the Non-Binding Advisory Resolution Approving Executive Compensation

Approval of the non-binding advisory resolution approving our executive compensation requires the affirmative vote of a majority of all the votes cast on the matter at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.

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Executive Compensation

Compensation Discussion and Analysis

In response to the Covid-19 pandemic, senior management, including the named executive officers below took up to a 75% cut in salary. The salary reduction was restored at the end of July 2020. For fiscal 2020, our CEO’s net annual salary reduction was 17% and our NEO’s average net annual salary reduction was 15%. This CD&A and compensation tables and disclosures that follow focus primarily on compensation awarded to, earned by, or paid to our executive officers identified in the “Summary Compensation Table,” whom we refer to in this section as our “Named Executive Officers.” This section also describes the role and involvement of various parties in our executive compensation analysis and decisions, and provides a discussion of the process and rationale for the decisions of our CC to compensate our Named Executive Officers with specific types and amounts of compensation.

Chief Executive Officer Target Opportunity Mix

The following comparisons, derived from the Willis Towers Watson’s 2020 analysis of compensation of similarly situated executives at our peer group companies (described in the Compensation Peer Group section below), show the various balances our target opportunity mix achieved for our CEO compared to the balances achieved by the peer group:

Graphic

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2020 Named Executive Officers

Our Named Executive Officers for 2020 were:

Name

    

Age

    

Title

Thomas D. Brisbin

 

68

 

Chairman of the Board and Chief Executive Officer

Michael A, Bieber

 

52

 

President

Stacy B. McLaughlin(1)

 

39

 

Former Vice President and Chief Financial Officer

Daniel Chow

 

70

 

Chief Operating Officer

Adam C. Procell

 

53

 

Chief Strategy Officer

(1)Ms. McLaughlin resigned from her position as Vice President and Chief Financial Officer, effective April 16, 2021.

Performance

Record $47 million generated from cash flow from operations in 2020

Awarded ~$150 million in contract revenue per year of California Investor Owned Utility Contracts

Proactive cost management at the onset of the Covid-19 pandemic to preserve profitability

During 2020, we believe we achieved important operational performance results and we proved that we could acquire new capabilities with acquisitions, combine and strategically cross sell those new capabilities and experience, and then win what we believe are the largest most complex contracts in our industry. We believe our growth model is repeatable and durable, so we plan to continue adding complementary skills to catalyze organic growth continuing on our growth trajectory that we have accomplished over the past four years, a period during which we have increased our stock price from $22.86 per share at the end of our 2016 fiscal year to $41.01 at the end of our 2020 fiscal year, an increase of approximately 79.4%. For fiscal year 2020, our stock price increased 31.2%.

During 2020, we generated $47 million in cash flow from operations, a Company record. At the onset of the Covid-19 pandemic, we were proactive and responded quickly on a cost management perspective to preserve profitability while continuing to compassionately manage our team of employees for their hard work in the most trying times. Willdan serves one of the most exciting markets in the world at one of the most exciting times. A cleaner, low carbon energy cycle is transforming our electric grid, buildings, industrial production and transportation networks. Willdan helps these clients evaluate new technical advances and implement cost effective solutions. We were awarded California Investor Owned Utility (“IOU”) contracts that, on a weighted average basis, represent approximately $150 million per year in incremental contract revenue in the next three to five years if we successfully execute the work.

2020 Say-on-Pay Vote and Executive Compensation Program

Willdan has a philosophy of direct, open, transparent, and frequent engagement with our stockholders. Throughout each year, our CEO, President, CFO, and VP of Investor Relations meet with institutional investors to discuss various matters, including long-term strategy, financial and operating performance, risk management, ESG practices, and executive compensation practices. Additionally, Debra Coy, our Board member with the greatest stockholder engagement experience, participated in several meetings. Overall, we contacted 71% of our institutional equity investor base, and spoke with stockholders representing approximately 40% of our institutional equity investor base, in addition to potential holders of our equity.

At the 2020 Annual Meeting, 54% of our stockholders approved our fiscal year 2019 executive compensation. In response to not achieving a higher level of support, management solicited stockholder feedback on various matters, including the Company’s corporate governance and executive compensation programs. In addition, between August 2020 and January 2021, we specifically reached out to stockholders that we did not meet with to discuss corporate

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governance and executive compensation. The Company found the most constructive feedback from ESG investors, many of whom are European-based. These European based funds have a particular focus on measuring our performance and related disclosure of ESG metrics. The feedback was instrumental in the Company publishing its inagural sustainability report in January 2021. Excluding index-funds, we have discussed this report with 100% of our top 15 stockholders. The Company’s 2020 Sustainability Report is available here. www.willdan.com under “Investors—Sustainability Report”.

During our meetings, stockholders expressed concerns related to our non-disclosure of our clawback policy and change in control policy as well as encouraged enhancing our disclosures related to the financial metrics for our executive short- and long-term incentive compensation programs. In considering the concerns of proxy advisors and stockholders and their feedback received, the CC responded by implementing several changes, including enhancing and providing additional disclosures. The table below provides a summary of the CC responsiveness.

equi

Issue

Proxy Advisor and /or Stockholder Concerns

Stockholder Feedback

Changes/Actions

Clawback Policies

No clawback policy disclosed; clawback was not applicable to both cash and equity bonus compensation

Governance best practices include disclosure of policy and clawback policy that gives company ability to claw back both cash and equity

Disclosed rigorous equity clawback policy; adopted cash bonus clawback policy due to shareholder feedback

Annual Incentive Plan

Company is silent on metrics, goals and payout formula related to incentive plan and reasoning for changes to payout levels

Provide additional disclosure on the short-term compensation metrics to explain inconsistent payouts and reasoning for changes in annual payout levels

Disclosed metrics, goals, bonus pool payout formula to provide rigor linking pay with performance

Change in Control

No rigorous change in control policy disclosed

Improve change in control disclosures

Disclosed our change in control policies and practices

Stock Ownership Guidelines

No stock ownership requirements, including executive and non-employee directors

Encourage the Company to require stock ownership guidelines for executive management and non-employee directors of the Company

In 2020, the CC adopted management and non-employee director stock ownership guidelines with compliance to be within three years. Guideline includes 5x of base salary CEO; 3x base salary President; 1x base salary remaining Section 16 Officers ; and $115,000 minimum value in stock holdings for non-employee directors

Peer Group Disclosure

No compensation peer group disclosed

Enhance disclosure around compensation peer group selected for compensation and the factors considered in their selection

Disclosed our compensation peer group which has been provided every two years by a third-party consultant hired by the CC

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equi

Issue

Proxy Advisor and /or Stockholder Concerns

Stockholder Feedback

Changes/Actions

Sustainability and Impact Reporting

No annual sustainability or impact report provided by the Company despite its core focus on providing energy savings and carbon mitigating measures

Provide sustainability metrics focused on environmental, social, and governance (“ESG”) factors

Published 2020 Sustainability Report. See www.willdan.com under “Investors—Sustainability Report”

Based on shareholder feedback during 2020, the CC adopted management stock ownership guidelines for executives and non-employee directors to further align the interests of executives with those of stockholders. All officers and non-employee directors have three years from taking their positions to comply with these guidelines. All executive officers and directors are currently in compliance with these guidelines as of the date of this Proxy Statement.

Position

Unit Measure

Factor

Years to Achieve Compliance

In Compliance as of 3/16/2021?

CEO

Base Salary

5x

3

Yes

President

Base Salary

3x

3

Yes

Section 16 Officers

Base Salary

1x

3

Yes

Non-employee Directors

Minimum holding $115,000 in stock value

Not Applicable

By end of three years of service

Yes

Management

The following table sets forth the names, ages and positions of our current executive officers, as of the date of this Proxy Statement:

    

    

    

Years in

    

Years at

Name

Age

Title

Position @

Willdan @

FYE 2020

FYE 2020

Thomas D. Brisbin

 

68

 

Chairman of the Board and Chief Executive Officer

 

13(a)

 

13

Michael A. Bieber

 

52

 

President

 

4

 

6

Creighton K. Early

 

68

 

Vice President and Chief Financial Officer

 

N/A

 

5(b)

Daniel Chow

 

70

 

Chief Operating Officer

 

4

 

12

Micah Chen

 

49

 

General Counsel

 

3

 

4

Adam C. Procell

 

53

 

Chief Strategy Officer

 

1

 

2(c)

Paul Whitelaw

 

49

 

Senior Vice President, Business Development

 

3

 

24

(a)Dr. Brisbin became Chief Executive Officer on 2007 and became Chairman of the Board in November 2016
(b)Mr. Early was appointed Vice President and Chief Financial Officer effective April 16, 2021 with Ms. McLaughlin’s resignation from such position on April 16, 2021
(c)Mr. Procell’s tenure with Willdan was calculated from the date of Willdan’s acquisition of Lime Energy in November 2018

Biographical information concerning Dr. Brisbin is set forth above under the caption “Directors”

Michael A. Bieber was appointed as our President in November 2016.  Previously, Mr. Bieber was Senior Vice President, Corporate Development from December 2014 to November 2016.  Prior to that, he served as Senior Vice President at Tetra Tech, where he served in a number of leadership roles for over 18 years.  From March 2007 to December 2014, Mr. Bieber managed Tetra Tech’s mergers and acquisitions and investor relations functions, overseeing over fifty acquisitions.  From 2005 to 2007, Mr. Bieber managed Tetra Tech’s corporate business development group, where he was responsible for overseeing internal business development, marketing and communications.  From January 2000 to December 2014, Mr. Bieber also worked in Tetra Tech’s investor relations group.  From 1996 to 2000, he was a proposal manager in Tetra Tech’s corporate marketing group.  From 1994 to 1996, he served at CRC, Inc., and its successor, as a

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strategic business development consultant to large defense, infrastructure and environmental firms.  Prior to 1994, Mr. Bieber worked for IT Corporation (now CB&I) where he served as project manager and engineer on government nuclear and commercial environmental projects.  Mr. Bieber holds a B.S. degree in Civil Engineering from the Tennessee Technological University.

Creighton K. Early was appointed our Vice President and Chief Financial Officer, effective April 16, 2021. Mr. Early previously served as Executive Vice President of Willdan Energy Solutions and as Chief Financial Officer of various subsidiaries of the Company from December 2015 until his appointment to Vice President and Chief Financial Officer. Mr. Early has also served as a member of the Board of Directors of H.W. Lochner, Inc., a private company, since April 2016, and has served as the Chairman of its AC since February 2021. Prior to joining us, Mr. Early served as Chief Financial Officer of both public and privately held companies, including three years with Infrastructure & Energy Alternatives LLC, a renewable energy construction company. He also previously spent 14 years at Earth Tech, Inc., a multinational infrastructure company, including serving as its Chief Financial Officer and as the President of its Global Water Management Division. Mr. Early holds a B.S. in Business Administration from Ohio State University and an M.B.A. from the University of Michigan.

Daniel Chow was appointed our Chief Operating Officer in November 2016.  Mr. Chow also continues to serve as President and Chief Executive Officer of Willdan Energy Solutions, which position he has held since August 2016, and as President and Chief Executive Officer of Willdan Engineering, which position he has held since December 2008.  Prior to joining us, Mr. Chow was the Vice President of AMEC Earth & Environmental, Inc., a subsidiary of AMEC plc, a global provider of high value consultancy, engineering and project management services to the energy, power and process industries, from April 2004 to December 2008.  Prior to AMEC, Mr. Chow worked at Tetra Tech EM Inc. (formerly PRC Environmental Management, Inc.) for over 20 years and held various senior management positions, including Vice President of US operations. Mr. Chow received his B.Sc. in Mechanical Engineering from Tennessee Technological University and his Master’s Degree in Environmental Engineering from Illinois Institute of Technology. He is a registered professional engineer in the state of Illinois and Guam.

Paul M. Whitelaw was appointed our Senior Vice President, Business Development in March 2018.   In this capacity, Mr. Whitelaw leads our business development efforts.  Mr. Whitelaw has been with us since 1996 beginning with Willdan Financial Services, and taking on increasing responsibility and managerial oversight with each promotion over the last 24 years.  Prior to his role in national strategic development, Mr. Whitelaw was the Senior Vice President of Business Development for Willdan Energy Solutions’ western region from 2015 to 2017.  Before focusing exclusively on business development, Mr. Whitelaw was the Regional Vice President for Willdan Energy Solutions’ western region from 2012 to 2015.  Mr. Whitelaw is a member of the Board of Directors of the California Efficiency and Demand Management Council. Mr. Whitelaw holds a B.A. in Chemistry from Point Loma Nazarene University and a Master’s in Business Administration from the University of California, Irvine.

Micah H. Chen was appointed our General Counsel in March 2018.  Previously, Mr. Chen was our Legal Counsel from July 2017 to March 2018.  Prior to joining us, Mr. Chen held various management positions at Aon Corporation’s Construction Services Group for nearly 10 years. From January 2016 to July 2017, Mr. Chen served as Managing Director and Senior Vice President of Aon Corporation.  In this role, Mr. Chen was responsible for the group’s Account Executive practice for the West Region.  From November 2008 to January 2016, Mr. Chen served as Senior Vice President of Aon Corporation. In this role, he provided risk management consultation and assisted in the evaluation and development of comprehensive risk management programs to many Top 100 Engineering-News Record clients, general contractors and multibillion-dollar commercial construction projects.  Mr. Chen received his B.A. in International Economics from the University of California, Los Angeles and his J.D. from Western State University, School of Law.

Adam C. Procell was appointed our Chief Strategy Officer in June 2020.  Prior to his appointment, he served as President of the Lime Energy Business Unit of Willdan. Before our acquisition of Lime Energy in 2018, Mr. Procell served as Lime Energy’s President and CEO from 2013 to 2018, and as the President of the Utility Program Business Unit from 2009 to 2013. He previously worked for 12 years at AECOM Technology Corporation in a variety of leadership positions, where he led the development and implementation of more than $2 billion of clean energy programs.  Prior to AECOM, Mr. Procell held roles in engineering and project management for the energy efficiency divisions of Siemens Building Technologies and DNV GL.  Mr. Procell holds a B.S. in Interdisciplinary Engineering & Management from Clarkson University.

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Material Litigation

There are currently no ongoing material proceedings in which any director or executive officer is a party adverse to the Company or any of its subsidiaries, or in which any director or executive officer has a material interest adverse to the Company or any of its subsidiaries.

Code of Ethics

The Company expects that all of its directors, officers and employees will maintain a high level of integrity in their dealings with and on behalf of the Company and will act in the best interests of the Company. The Company has adopted a Code of Ethical Conduct, which provides principles of conduct and ethics for the Company’s directors, officers and employees, including employees of the Company’s subsidiaries. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and the Nasdaq Rules. This Code of Ethical Conduct is available on the Company’s website at www.willdan.com under “Investors—Corporate Governance—Governance Documents” and is also available in print, without charge, to any stockholder who requests a copy by writing to our Secretary at 2401 East Katella Avenue, Suite 300, Anaheim, California 92806. To the extent required by rules adopted by the SEC and the Nasdaq Stock Market, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors on our website at www.willdan.com under “Investors—Corporate Governance.”

Executive Compensation Program Objectives and Philosophy

Executive pay leveraged more to performance and long-term incentives versus peer group median

Align executive’s pay with long term interests of
stockholders

Our executive compensation program’s primary objective is aligning our executives’ pay with the long-term interests of our stockholders. The program is designed to provide a lower base compensation versus the peer group median combined with a higher percentage of compensation at risk, and a higher percentage of compensation derived in equity. Cash bonuses and long-term equity incentives are the elements of our executive compensation program that are “at risk”, are designed to reward performance and align with stockholders in creating long-term value. Overall, we target to reward short and long-term financial, strategic and operational performance, while facilitating the Company’s need to attract, motivate, develop and retain highly-qualified executives who are critical to our long-term success.

Our Company’s short-term bonus pool is formula driven and is funded based on the product of earnings, an organic growth factor, and a days sales outstanding factor:

Bonus Pool = [(25% of earnings > 6% of revenue) x (Organic Growth Factor) x (DSO Factor)]

Earnings – expressed as the Company’s operating earnings before interest, taxes, amortization and bonus.
Organic Growth Factor – the organic growth factor expressed as organic revenue growth year-over-year. The organic growth factor is defined as one plus/minus 2x and the organic growth rate.
oFor example, if organic revenue growth is 20%, the organic growth factor would be 1+(2 x 0.2) = 1.40. If organic revenue growth rate was negative 20%, the organic growth rate factor would be 1+(2 x -0.2) = 0.6
Days Sales Outstanding (DSO) Factor – the DSO factor is calculated based on a mid-point of 70 days and is expressed as one minus the percentage lower or higher than 70 days.
oFor example, if the DSO was 65 days, the DSO would be 1-((65-70)/70) = 1.07. If the DSO was 85 days, the DSO factor would be 1-((85-70)/70) = 0.79.

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Our executive compensation philosophy is to:

Align the long-term interests of our executives with those of the stockholders;
Attract, motivate, reward, and retain the top contributors upon whom, in large part, our success depends;
Be competitive with compensation programs for companies of similar size and complexity with whom we compete for talent, including direct competitors;
Provide compensation based upon the short-term and long-term performance of both the individual executive and the Company; and
Strengthen the relationship between pay and performance by emphasizing variable, at-risk compensation that is dependent upon the successful achievement of specified corporate and individual goals.

In structuring our executive compensation arrangements, our CC considers how each compensation element fits within our overall philosophy of long-term shareholder value. Our compensation program is comprised of three elements:

Base Salary – primarily intended to attract and retain top contributors. We believe that in order to attract and retain top executives, we need to provide our executive officers with compensation levels that reward their continued service and are competitive;
Annual Cash Bonus – the performance cash bonuses are primarily intended to motivate the Named Executive Officers to achieve our short-term performance objectives. The cash bonus pool is formula driven based on organic growth, earnings and cash flow metrics; and
Long-Term Equity-Based Incentive Compensation – primarily intended to align our Named Executive Officers’ long-term interests with stockholders’ long-term interests.

We also provide 401(k) retirement benefits and, in some cases, severance benefits to our executive officers, including the NEOs.

As described in more detail below, our CC determined to introduce performance-based equity awards into our executive compensation program in 2018. Starting with the year 2019, nearly all of the long-term equity incentive awards granted to our Named Executive Officers were granted in the form of performance-based restricted stock units (“PBRSUs”), other than to Mr. Procell, who was also granted time-based long-term incentive awards.

Under our PBRSU design, 50% of each award will vest based upon our Adjusted EBITDA performance over a two-year performance period (“EBITDA Units”), and the remaining 50% of each award will vest based upon our adjusted diluted earnings per share performance over two-year performance period (“EPS Units”). We believe Adjusted EBITDA and earnings per share-based metrics are critical to measuring the growth in our business, and we believe that successful Adjusted EBITDA and earnings per share growth will lead to the creation of long-term value for our stockholders.

Consistent with prior years, the adjusted EBITDA and EPS performance goals, which are established for purposes of measuring performance and dictate the vesting thresholds for performance-based equity awards, were pre-established and approved by the Board prior to the beginning of the performance period – that is, the goals for the performance-based equity awards granted in fiscal 2020 were based on a previously approved business plan. These goals are fixed and are not changed over the performance period of the award.

We must achieve a 10% growth rate for the threshold number of EBITDA Units and EPS Units to vest for any performance year. The CC determined to move away from its historical practice of granting only time-based equity awards and introduced the PBRSUs in 2018 in order to further align the interests of our executives with those of stockholders by strengthening the relationship between executive pay and our performance against two critical performance metrics that we believe will drive value creation for our stockholders.

Role of the Compensation Committee

Pursuant to its charter, the CC of our Board has the authority to determine the amount of compensation given to each of the Named Executive Officers. The CC implements our executive compensation philosophy, and is responsible for administering our equity compensation plans, including approving grants of awards under the plans. In performing its

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duties, the CC is authorized to consider the recommendations of our Chief Executive Officer when determining the compensation of the other Named Executive Officers. All of the members of the CC are independent directors.

The elements of our executive compensation program were each approved by the CC. None of the Named Executive Officers is a member of the Compensation Committee or, except for recommendations made by our Chief Executive Officer with respect to the compensation of the other Named Executive Officers, had any role in determining the compensation of the Named Executive Officers.

The CC is authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers (including all of the Named Executive Officers). In 2020, the CC hired Willis Towers Watson to evaluate and compare the compensation practices for executive management and the Board. The CC was directly responsible for the appointment, compensation and oversight of Willis Towers Watson and, at the time of their appointment, assessed the independence of Willis Towers Watson pursuant to applicable SEC and Nasdaq Rules and concluded that no conflict of interest existed with respect to such consultant’s services to the CC. Willis Towers Watson reported only to the CC and did not perform any other services for us.

Compensation Peer Group

As part of their work for the CC, Willis Towers Watson provided the CC with general compensation studies in 2017 and 2018 and again in 2020. These studies used publicly disclosed data from companies similar to Willdan considering various metrics, including annual revenue, operating results, market capitalization, and business complexity. In conjunction with their 2020 study, Willis Towers Watson advised the CC regarding the construction of our customized compensation peer group provided in the table below.

COMPENSATION PEER GROUP

§      Ameresco, Inc.

§      Charah Solutions, Inc.

§      Cypress Environmental Partners, L.P.

§      Exponent, Inc.

§      Hill International, Inc.

§      Limbach Holdings, Inc.

§      NV5 Global, Inc.

§      RCM Technologies, Inc.

§      Resources Connection, Inc.

The CC then compared the compensation of Willdan’s executive management with similarly situated executives of those companies and used this comparative compensation information as a reference point when setting compensation levels for 2020. In setting compensation levels for 2020, our CC also considered each executive’s level of responsibility and performance for the overall operations of the Company, historical Company practices, long-term market trends, internal pay equity, expectations regarding the individual’s future contributions, our own performance and budget considerations.

Role of Shareholder Say-on-Pay Votes

Responsive to ISS Stockholder Concerns and Feedback

Disclosure of our rigorous equity clawback policy

Disclosure of our change in control policies and practices

The Company annually offers stockholders the opportunity to cast an advisory vote on our executive compensation program. This annual vote is known as the “say-on-pay” proposal. At our annual general meeting in 2020, approximately 54% of votes cast were in favor of our executive compensation program in 2019. We value our stockholders' opinions about our governance policies and practices, and we actively solicit input through our stockholder engagement program. In advance of the Annual Meeting, we proactively contacted our largest institutional stockholders, representing a majority of our then-outstanding shares, to solicit their views on our corporate governance and executive compensation programs. We welcome feedback on our corporate governance program that this active and ongoing engagement with stockholders provides.

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Executive Compensation Program Elements

Base Salaries

We pay each Named Executive Officer a base salary to provide each executive with a minimum, fixed level of cash compensation. Decisions regarding increases to base salaries are made at the discretion of our CC. In reviewing base salary levels for our Named Executive Officers, our Compensation Committee primarily considers and assesses the following factors: the base salaries paid by our peer group companies to their similarly situated executives, each Named Executive Officer’s current base salary, their job responsibilities, leadership and experience, value to our Company and the recommendations of our President and Chief Executive Officer (other than with respect to his own compensation).

In early March 2020, the CC approved base salary increases for Dr. Brisbin, Mr. Bieber, Ms. McLaughlin, and Mr. Chow to recognize their leadership and experience and incorporate the recommendations from a third party compensation consultant benchmarking study. In late March, due to the Covid-19 pandemic and as previously described, salaries were reduced up to 75% for NEO’s. Thus, the base salaries at the end of 2020 described in the table are higher than the base salaries actually paid to NEO’s in 2020.

Named Executive Officer

    

Base Salary at end of 2019

    

Base Salary at end of 2020

Thomas D. Brisbin

$

448,473

$

505,003

Michael A. Bieber

$

390,389