DEF 14A of Willdan Group, Inc., Apr 19, 2024

DEF 14A of Willdan Group, Inc.

Filed Apr 19, 2024 · FY20230001558370-24-005368

Open on EDGAR

  1. 2024 Director Nominees

    2024 Director Nominees 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 all incumbent directors be re-elected at the Annual Meeting. The following table reflects information on the seven director nominees, including our board committee composition.

  2. 2024 Director Nominees

    | Name | Age | Director Since | Positions Held with Willdan or Principal Occupation (Other Than Director) | Independent | AC | CC | NCG | SMAC | | Thomas D. Brisbin | 71 | 2007 | Chairman of the Board | | | | | | | Michael A. Bieber | 55 | 2023 | President & Chief Executive Officer | | | | | | | Steven A. Cohen | 70 | 2015 | Lead Independent Director, Senior Vice Dean & COO - School of Professional Studies at Columbia University | X | M | | M | C | | Cynthia A. Downes | 63 | 2021 | President and CEO at Fide Professional Services | X | C | M | | | | Vice Admiral Dennis V. McGinn | 78 | 2017 | Retired, Assistant Secretary of the Navy for Energy, Installations, & Environment | X | | C | M | M | | Wanda K. Reder | 59 | 2021 | President and CEO at Grid-X Partners, LLC | X | M | M | M | | | Mohammad Shahidehpour | 68 | 2015 | Bodine Chair Professor in the Electrical & Computer Engineering Department at the Illinois Institute of Technology | X | | M | C | M | | Each of the incumbent directors attended or participated in at least 96% 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. During 2023, there were six board meetings held and all of our directors attended our 2023 annual meeting of stockholders. | | | | Meetings Held in Fiscal 2023 | 5 | 6 | 6 | 4 |

  3. 2024 Director Nominees

    | AC = Audit Committee | NCGC = Nominating and Corporate Governance Committee | C = Chairperson | | CC = Compensation Committee | SMAC = Strategy, Mergers and Acquisitions Committee | M = Member |

  4. 2024 Director Nominees

    The Board composition, including last year’s refreshment and leadership changes of the AC, CC, and NCGC, evidences our Board’s commitment to representing the long-term interest of shareholders through continuous effort to obtain representation of individuals from diverse backgrounds and with a range of skills, qualifications, experiences, and perspectives.

  5. 2024 Director Nominees

    | (1) One of our director nominees self-identifies as Asian. |

  6. 2024 Director Nominees

    | (2) Dr. Brisbin, as a result of being the Company’s former CEO and having retired from this position in December 2023, does not qualify as independent. In addition, Mr. Bieber, due to his employment as our CEO, does not qualify as independent. |

  7. Compensation Highlights

    | We Do Not | | | | | | Accelerate outstanding equity awards due to voluntary termination, other than retirement | | Re-price or exchange outstanding options and PBRSUs | | | Provide gross-ups to cover tax liabilities associated with executive perquisites | | Grant stock options with an exercise price less than fair market value on the date of grant | | | Allow directors, officers or employees to hedge or pledge company stock | | Promise multiyear guarantees for bonus payouts or salary increases | | | Pay out dividends or dividend equivalents on unvested equity awards | | Provide excise tax gross-up payments in connection with change in control severance benefits |

  8. Stockholder Submission of Director Nominees

    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 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 2.04(b)(1) 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 2.04(b)(1) of our Bylaws and otherwise in accordance with SEC regulations, 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.”

  9. Election of Directors

    Election of Directors Our Board is currently fixed at seven 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 2025 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.

  10. Recommendation of Board of Directors

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

  11. 2024 Director Nominees

    2024 Director Nominees The following pages provide information about 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, including the skills and qualifications that led to our conclusion that each such person should serve as one of our directors. 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 the 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.

  12. 2024 Director Nominees

    | Dr. Thomas D. Brisbin | Chairman | Director Since 2007 | | | Experiences ▪ Director since 2007. Chairman since November 2016. CEO from April 2007 to December 2023. President from April 2007 to November 2016 ▪ Vice President and Consultant of AECOM Technology Corporation from 2004 to 2007 ▪ Chief Operating Officer and Executive VP at Tetra Tech, Inc. from 1999 to 2004 ▪ Co-founder and President of PRC Environmental Management, Inc. from 1978 to 1995 ▪ Research Associate at Argonne National Laboratory and Adjunct Professor - Illinois Institute of Technology (IIT) prior to PRC | | | | | Age: 71 Board Committees: None. | Skills and Qualifications Senior leadership; industry & technical experience; business development and M&A; financial sophistication; talent management & compensation; governance & risk oversight ▪ B.S. Northern Illinois University. Ph.D. Environmental Engineering Illinois State Technology ▪ Completed Harvard Business School's Advanced Management Program |

  13. 2024 Director Nominees

    | Michael A. Bieber | President and Chief Executive Officer | | Director Since 2023 | | | Experiences ▪ CEO and Director since December 2023. President since November 2016. Senior Vice President, Corporate Development from 2014 to 2016 ▪ Vice President and other leadership roles at Tetra Tech, Inc. including managing mergers & acquisitions, investor relations, business development, and communications from 1996 to 2014 ▪ Strategic business consultant at CRC, Inc. to large defense, infrastructure, and environmental firms from 1995 to 1996 ▪ Project manager and engineer on government nuclear and commercial environmental projects at IT Corporation (now CB&I) from 1990 to 1995 | | | | | | | Age: 55 | Skills and Qualifications | | | | Senior leadership; industry & technical experience; business development and M&A; financial sophistication; talent management & compensation; governance & risk oversight ▪ B.S. Civil Engineering from the Tennessee Technological University | | | Board Committees: None. | | |

  14. 2024 Director Nominees

    | 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 recently 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 | | | | | | | Age: 70 | Skills and Qualifications | | | | Senior leadership; industry & technical expertise; client regulatory; business development and M&A; financial sophistication; governance & risk oversight ▪ B.A. 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 | | | Board Committees: Lead Independent Director; Chairperson, Strategy, Mergers and Acquisitions Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee | | |

  15. 2024 Director Nominees

    | Cynthia A. Downes | Independent | | Director Since 2021 | | | Experiences ▪ President and CEO of Fide Professional Services, which she founded in 2017 ▪ Chief Financial Officer of Constant and Associates, Inc. from 2020 to 2022 ▪ Accounting & Finance leadership consulting services for Guidehouse, a $1B+ consulting firm, from 2018 to 2019 ▪ Executive Vice President, Chief Financial Officer and Treasurer at Versar, Inc. (NYSE:VSR) from 2011 to 2017 ▪ Vice President and Chief Financial Officer of Environmental Design International Inc. from 2009 to 2011 and Vice President of Finance of GDI Advanced Protection Solutions from 2008 to 2009 ▪ Previously spent 15 years at Tetra Tech, Inc. (Nasdaq:TTEK), ultimately serving as Vice President and Chief Financial Officer of its subsidiary, Tetra Tech, EM Inc. ▪ Current member of the Board of Trustees and Chair of the Audit Committee of Riverside Research | | | | | | | Age: 63 | Skills and Qualifications | | | | Senior leadership; industry & technical expertise; business development and M&A; financial sophistication; governance & risk oversight ▪ Active CPA and member of the American Institute of Certified Public Accountants ▪ B.S. Accounting and Business Management Purdue University ▪ M.B.A. Northwestern University | | | Board Committees: Chairperson, Audit Committee; Member, Compensation Committee | | |

  16. 2024 Director Nominees

    | 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 ▪ Member of the Board of Directors at Electric Power Research Institute ▪ Member of the Board of Directors at Customer First Renewables | | | | | | | Age: 78 | Skills and Qualifications | | | | Senior leadership; industry & technical expertise; client regulatory; business development and M&A; talent management & compensation; governance & risk oversight; innovation & technology ▪ B.S. Naval Engineering from the U.S. Naval Academy ▪ Participant, National Security Program at Harvard University's Kennedy School | | | Board Committees: Chairperson, Compensation Committee; Member, Nominating & Corporate Governance Committee; Member, Strategy, Mergers and Acquisitions Committee | | |

  17. 2024 Director Nominees

    | Wanda K. Reder | Independent | | Director Since 2021 | | | Experiences ▪ President and Chief Executive Officer of Grid-X Partners, LLC since 2018 ▪ Chair of the Electricity Advisory Committee of the U.S. Department of Energy, member of the Finance Committee of the National Academy of Engineering and member of the board of directors and the Strategy Committee of TechPro Power Group Inc. ▪ Previously spent 14 years, from 2004 to 2018, at S&C Electric Company, ultimately serving as Chief Strategy Officer ▪ Vice President of Asset Management from 2003 to 2004 and Vice President of Engineering & System Planning from 2001 to 2003 of Exelon Energy Delivery ▪ Prior Vice President, Energy Sector of Davies Consulting, Inc. | | | | | | | Age: 59 | Skills and Qualifications | | | | Senior leadership; industry & technical expertise; client regulatory; business development and M&A; financial sophistication; talent management & compensation; innovation & technology ▪ Member of the National Academy of Engineering and Fellow of the Institute of Electrical and Electronics Engineers (IEEE) ▪ B.S. Engineering South Dakota State University ▪ M.B.A. University of St. Thomas | | | Board Committees: Member, Audit Committee; Member, Compensation Committee; Member, Nominating & Corporate Governance Committee | | |

  18. 2024 Director Nominees

    | 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 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 | | | | | | | Age: 68 | Skills and Qualifications | | | | Senior leadership; industry & technical expertise; business development and M&A; talent management & compensation; governance & risk oversight, innovation & technology ▪ IEEE Distinguished Lecturer; Delivered over 100 invited lectures 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 | | | Board Committees: Chairperson, Nominating and Governance Committee; Member, Compensation Committee; Member, Strategy, Mergers and Acquisitions Committee | | |

  19. 2024 Director Nominees

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

  20. Director Compensation

    Director Compensation The following table provides information concerning the compensation for services of our nonemployee directors during FY 2023. Dr. Brisbin is a Named Executive Officer for FY2023 and his compensation is presented below under “Executive Compensation” in the Summary Compensation Table and related explanatory tables. Dr. Brisbin was not entitled to additional compensation for his services as a director for FY2023. On December 8, 2023, Dr. Brisbin informed the Board of his intention to retire and resign as Chief Executive Officer of the Company, effective December 29, 2023. Dr. Brisbin continued his service as Chairman of the Board after December 29, 2023. In general, the majority of the compensation provided to nonemployee directors is delivered in equity to align director interests with those of our stockholders.

  21. Director Compensation

    | | Fees Earned or | Stock | Option | All Other | | | Name | Paid in Cash ($) | Awards (1), (2) ($) | Awards ($) | Compensation ($) | Totals ($) | | Steven A. Cohen | 85,000 | 70,015 | — | — | 155,015 | | Cynthia A. Downes | 68,500 | 70,015 | — | — | 138,515 | | Dennis V. McGinn | 70,000 | 70,015 | — | — | 140,015 | | Wanda K. Reder | 58,000 | 70,015 | — | — | 128,015 | | Keith W. Renken(3) | 52,000 | 70,015 | — | — | 122,015 | | Mohammad Shahidehpour | 70,000 | 70,015 | — | — | 140,015 |

  22. Director Compensation

    | (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 2023 (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 Part II, Item 8, Note 10, “Shareholders’ Equity”, to the Notes of Consolidated Financial Statements included as part of our 2023 Annual Report filed on Form 10-K. |

  23. Director Compensation

    | (2) As of December 29, 2023, all Non-Employee Directors each held 4,880 shares of restricted stock, of which (i) 1,295 shares of restricted stock vest on June 9, 2024 and (ii) 3,585 shares of restricted stock vest in two substantially equal installments on each of June 7, 2024 and June 7, 2025. |

  24. Director Compensation

    | (3) Mr. Renken retired from his position as Director effective March 5, 2024. |

  25. Chief Executive Officer Compensation Components

    Chief Executive Officer Compensation Components The following comparisons, derived from our compensation consultant’s analysis of compensation of similarly situated executives at our peer group companies (described in the Compensation Peer Group section below), show the various elements of compensation our CEO compensation mix achieved during fiscal 2023 compared to the average compensation mix achieved by the peer group:

  26. 2023 Say-on-Pay Vote and Executive Compensation Program

    At the 2023 Annual Meeting, approximately 44% of the votes cast supported our fiscal year 2022 executive compensation. As a result of such vote on our fiscal 2022 executive compensation and other stockholder feedback received in 2023, among other changes, we discontinued accelerating the vesting of all outstanding time-vesting equity awards and performance-based equity awards upon voluntary resignation, other than retirement. We also implemented a three-year vesting period for time-based equity awards, we amended our clawback policy, and we amended our Company bylaws to provide for, among other things, additional advance notice for information and disclosure requirements, other information requirements, adopt an exclusive forum, and adopted other updates. The table below provides a recap of the actions taken as well as enhancements and additional disclosures implemented in direct response to stockholder concerns over the past several years.

  27. 2023 Say-on-Pay Vote and Executive Compensation Program

    | equi | | | | | Issue | Proxy Advisor and /or Stockholder Concerns | Stockholder Feedback | Actions Implemented | | 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 | In 2020, disclosed rigorous equity clawback policy and 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 formula in 2020 to provide rigor linking pay with performance |

  28. 2023 Say-on-Pay Vote and Executive Compensation Program

    | equi | | | | | Issue | Proxy Advisor and /or Stockholder Concerns | Stockholder Feedback | Actions Implemented | | Annual Incentive Plan | No stock-holding policy for CEO | Implement a stock-holding policy for CEO | Adopted a Stock Holding Policy in 2021 that requires our CEO to hold 100% of net shares (i.e. shares remaining after payment of taxes) of our common stock acquired pursuant to the exercise of stock options or vesting of restricted stock until the earlier of twelve months following the exercise of stock options or vesting of restricted shares or the CEO’s termination of employment | | Change in Control | No rigorous change in control policy disclosed | Improve change in control disclosures | Disclosed our change in control policies and practices in 2020 | | 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 | In 2020, 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 2022 Sustainability Report in early 2023. See www.willdan.com under “Investors—Sustainability Report” |

  29. 2023 Say-on-Pay Vote and Executive Compensation Program

    | equi | | | | | Issue | Proxy Advisor and /or Stockholder Concerns | Stockholder Feedback | Actions Implemented | | PBRSU Metrics | No performance metric in PBRSU program related to benchmarking peer companies | Introduce an additional metric related to Company performance in relation to peer group | In 2022, introduced a new performance metric to the PBRSU program - Relative Total Shareholder Return which benchmarks peer group performance | | Acceleration of Equity Vesting for NEOs Upon Voluntary Resignation | Recent history of accelerated vesting of all outstanding time-vested awards and performance-based awards at target of a NEO upon a resignation that was not clearly involuntary | Discontinue the practice of accelerating equity due to voluntary termination | In 2023, we discontinued accelerating the vesting of all outstanding time-vesting equity awards and performance-based equity awards upon voluntary resignation, except retirement | | Single-Year Time-Based Equity Vesting Period | Time-based equity awards vest on a one-year period | Lengthen the vesting period of time-based equity awards to three years | In 2023, we implemented a three-year vesting period for time-based equity awards | | Company Bylaws | Update bylaws to reflect latest developments in Delaware corporate law and SEC rulemaking (e.g., universal proxy rules) | None | In 2023, we amended our bylaws to, among other things, update requirements under our advance notice provisions, add exclusive forum provisions and revise certain provisions for recent legislative and regulatory updates | | Clawback Policy | Clawback policy compliance with Nasdaq and Exchange Act standards | Adopt a more comprehensive clawback policy | In 2023, we adopted a new comprehensive clawback policy which complies with Section 10D of the Exchange Act, Rule 10D-1, and Nasdaq Listing Rule 5608 | | Combined Roles of Board Chairman and Chief Executive Officer | Board Chairman and Chief Executive Officer should preferably be separate individuals | Separate the roles | Effective December 2023, Board Chairman and Chief Executive Officer are separate individuals |

  30. Executive Compensation Program Objectives and Philosophy

    | Executive pay leveraged more to performance and long-term incentives Align executive’s pay with long term interests of stockholders |

  31. Executive Compensation Program Objectives and Philosophy

    | ■ | Align the long-term interests of our executives with those of the stockholders; |

  32. Executive Compensation Program Objectives and Philosophy

    | ■ | Provide compensation based upon the short-term and long-term performance of both the individual executive and the Company; and |

  33. Executive Compensation Program Objectives and Philosophy

    | ■ | Annual Cash Bonus – primarily intended to motivate the NEOs to achieve our short-term performance objectives; and |

  34. Executive Compensation Program Objectives and Philosophy

    | ■ | Long-Term Equity-Based Incentive Compensation – primarily intended to align our NEOs’ long-term interests with stockholders’ long-term interests. |

  35. Executive Compensation Program Objectives and Philosophy

    Our Annual Cash Bonus pool is generally formula-driven and has historically been funded based on the product of earnings, an organic growth factor, and a days sales outstanding factor. From time to time, the formula can adopt other qualitative factors to recognize changing goals and conditions. Certain of our business units may have unit-specific bonus pools based on earnings-related metrics for their unit only. *can adopt other qualitative factors to recognize changing goals and conditions

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

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

  37. 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, depreciation and amortization, other non-cash or non-operating expenses, and bonus. |

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

    | ■ | Organic Growth Factor – expressed as organic revenue growth year-over-year. The organic growth factor is defined as one plus/minus 2x the organic growth rate. |

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

    | o | For 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) = 0.60 |

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

    | ■ | Days Sales Outstanding (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. |

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

    | o | For 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. |

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

    Our long-term equity-based incentive plan permits us to award various types of incentive awards, including incentive or nonqualified options, stock appreciation rights, stock bonuses, restricted stock, stock units, performance stock, phantom stock, dividend equivalents and other forms of awards. Our CC determined to move away from its historical practice of granting only time-based equity awards and introduced the performance-based restricted stock units (“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 critical performance metrics that we believe will drive value creation for our stockholders. Starting with fiscal 2019, nearly all of the long-term equity incentive awards granted to our NEOs were granted in the form of PBRSUs, other than to Dr. Brisbin and Mr. Chen, who were also granted time-based long-term incentive awards in fiscal 2021. In fiscal 2022, in conjunction with Pearl Meyer’s 2022 study, we adopted Pearl Meyer’s recommendation that long-term equity awards should be comprised of a combination of performance-based and time-based equity awards in order to motivate and retain our key executives. Consistent with prior years, the 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 2023 were based on a previously approved business plan. These goals are fixed and are not changed over the performance period of the award.

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

    | Adjusted Burn Rate Aligning with Industry Peers Our three-year average adjusted burn rate continues to decrease and align to the threshold of our industry peers |

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

    While they are employed with us, we provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans and programs in effect from time to time and substantially on the same terms as those generally offered to our other employees. We also provide, in some cases, automobile allowances to our executive officers, including the NEOs.

  45. Compensation Peer Group

    Compensation Peer Group In conjunction with their 2022 study, Pearl Meyer advised the CC regarding the construction of our customized compensation peer group. Our 2023 customized compensation peer group is provided in the table below.

  46. Compensation Peer Group

    | COMPENSATION PEER GROUP | | | ▪ American Superconductor Corporation ▪ Atlas Technical Consultants, Inc.* ▪ Bowman Consulting Group Ltd. ▪ C3.ai, Inc. ▪ Charah Solutions, Inc.* ▪ Exponent, Inc. ▪ FTC Solar, Inc. ▪ ICF International, Inc. | ▪ Limbach Holdings, Inc. ▪ Montrose Environmental Group, Inc. ▪ NV5 Global, Inc. ▪ Orion Energy Systems, Inc. ▪ RCM Technologies, Inc. ▪ Resources Connection, Inc. ▪ Stem, Inc. |

  47. Compensation Peer Group

    * Removed from our Compensation Peer Group at the time of their respective acquisition dates and delisting. 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 2023. In setting compensation levels for 2023, 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.

  48. 2023 Annual Bonuses

    2023 Annual Bonuses With the exception of Mr. Whitelaw, who resigned from his position as Senior Vice President, Business Development, effective February 1, 2023, we awarded performance-based cash bonuses to all of our NEO’s in 2023. The compensation bonus pool is generally formula-driven and is outlined above. The CC determined the amount of each executive’s bonus at its discretion, based on peer group comparable data available, past practices and individual performance. In determining the amount of each executive’s 2023 bonus, the CC used third-party benchmarking studies and primarily considered bonus pool size limitations, each executive’s level of responsibility and performance, contribution to the success of the business, strategic impact, retention risk, internal pay equity, and the recommendations of our CEO (other than with respect to his own compensation) in allocating the bonus pool. The CC also evaluated each executive’s individual performance during 2023 (with input from our CEO for the other NEOs).

  49. 2023 Long-Term Equity Awards

    2023 Long-Term Equity Awards In determining the level of awards granted to each of the NEOs, our CC primarily took into account the executive’s level of responsibility and performance for the overall operations of the Company, internal pay equity, historical Company practices, each executive’s performance, and budget considerations. Furthermore, in conjunction with Pearl Meyer’s 2022 study, the Company adopted Pearl Meyer’s recommendation that long-term equity awards should be comprised of a combination of performance-based and time-based equity awards. The CC also considered the compensation paid by our peer group companies described above to similarly situated executives. Our 2023 long-term equity design is comprised of 55% performance-based equity awards and 45% time-based equity awards. Our 2023 PBRSU design is a three-year plan where (i) 50% of each award will be earned based upon our Adjusted EBITDA performance with respect to three one-year performance periods (“Adjusted EBITDA Units”), and (ii) the remaining 50% of each award will be earned based upon our Adjusted Diluted Earnings per Share performance with respect to three one-year performance periods (“Adjusted Diluted EPS Units”), generally subject to the executive’s continued employment through the end of the three-year period (each such one-year period, a “Performance Period”, and collectively, the “Performance Periods”). The number of PBRSUs that become earned for any Performance Period under these two metrics may range from 0% to 210% of the target number of PBRSUs eligible to vest during the Performance Period, based on actual performance during the applicable Performance Periods in relation to the pre-established targets for the same Performance Period for each of the two metrics. We believe the Adjusted EBITDA and Adjusted Diluted EPS metrics are critical to measuring the performance of our business, and we believe that successful management of Adjusted EBITDA and Adjusted Diluted EPS growth lead to the creation of long-term value for our stockholders. At the end of the full three-year vesting period for the grant, the number of PBRSUs that are earned based on the achievement of Adjusted EBITDA and Adjusted Diluted EPS in relation to the pre-established targets described below is then multiplied by a percentage ranging from 100% to 120% based on the Company’s Relative Total Shareholder Return for the three year period, which comprises the three Performance Periods, (the “Relative TSR Modifier”) to determine the number of PBRSUs that will vest. The final number of PBRSUs that become vested under this award may range from 0% to a maximum of 250% of the Adjusted EBITDA Units and the Adjusted Diluted EPS Units eligible to vest during the three Performance Periods. As noted above, the 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 CC prior to the beginning of the Performance Periods – that is, the goals for the performance-based equity awards granted in fiscal 2023 were based on historical performance and future growth goals. These goals are fixed and are not changed over the Performance Period of the award. The chart below shows the Adjusted EBITDA growth rate goals that we must achieve in order to satisfy the threshold, target and maximum performance levels in the Performance Periods and the corresponding percentage of the target number of Adjusted EBITDA Units related to the Performance Periods eligible to vest. Results between the performance levels in the chart will be interpolated on a linear basis. If the threshold performance level is not achieved for the performance period, all of the Adjusted EBITDA Units will be forfeited.

  50. 2023 Long-Term Equity Awards

    | | | Growth | Growth | Growth | | | % of Target EBITDA | Performance | Performance | Performance | | Performance | Units Earned | Period 1 | Period 2 | Period 3 | | Threshold | 0% | 15% | 10% | 10% | | Target | 100% | 20% | 15% | 15% | | Maximum | 210% | 25% | 20% | 20% |

  51. 2023 Long-Term Equity Awards

    Growth rate achieved between performance levels is interpolated on a linear basis for Adjusted EBITDA Unit vesting. For purposes of the Adjusted EBITDA Units, Adjusted EBITDA means the Company’s net income (loss) for the applicable Performance Period as determined in accordance with GAAP, plus (1) interest expense, (2) income tax expense (benefit), (3) stock-based compensation, (4) interest accretion, (5) depreciation and amortization, (6) transaction costs, (7) (gain) loss on sale of equipment, and (8) plus or minus the effect of any extraordinary item or extraordinary transaction. The chart below shows the Adjusted Diluted EPS growth rate goals that we must achieve in order to satisfy the threshold, target and maximum performance levels for the Performance Periods, and the corresponding percentage of the target number of Adjusted Diluted EPS Units related to the Performance Periods eligible to vest. Results between the performance levels in the chart will be interpolated on a linear basis. If the threshold performance level is not achieved, all of the Adjusted Diluted EPS Units related to the Performance Period will be forfeited.

  52. 2023 Long-Term Equity Awards

    | | % of Target Adjusted | Growth | Growth | Growth | | | Diluted EPS | Performance | Performance | Performance | | Performance | Units Earned | Period 1 | Period 2 | Period 3 | | Threshold | 0% | 15% | 10% | 10% | | Target | 100% | 20% | 15% | 15% | | Maximum | 210% | 25% | 20% | 20% |

  53. 2023 Long-Term Equity Awards

    Growth rate achieved between performance levels is interpolated on a linear basis for Adjusted Diluted EPS Unit vesting For purposes of the Adjusted Diluted EPS Units, Adjusted Diluted EPS means the Company’s diluted earnings per share for the applicable Performance Period as determined in accordance with GAAP, before stock compensation expense, intangible amortization and interest accretion, all net of tax, plus or minus the effect of any extraordinary item or extraordinary transaction. In 2022, the Company adopted the recommendation of its compensation consultant, Pearl Meyer, and introduced a time-based equity award into the long-term equity compensation program. The 2023 time-based equity awards vest in substantially equal installments over a three-year vesting period. As described above, the 2023 long-term equity awards are comprised of a combination of 55% performance-based and 45% time-based equity awards, each vesting over a three-year period.

  54. Rigorous Change in Control Definition

    Rigorous Change in Control Definition For purposes of long-term equity incentive and PBRSUs, a “Change in Control” of the Company shall be deemed to have occurred if a consummation of any of the following events occurs:

  55. Rigorous Change in Control Definition

    | (i) Any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company (an “Acquiring Person”), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 33 1/3% of the then outstanding voting stock of the Company; |

  56. Rigorous Change in Control Definition

    | (ii) Consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or surviving entity outstanding immediately after such merger or consolidation; |

  57. Rigorous Change in Control Definition

    | (iii) | Consummation of a sale or other disposition by the Company of all or substantially all of the Company’s assets; |

  58. Rigorous Change in Control Definition

    | (iv) During any period of two consecutive years (beginning on or after the date of grant), individuals who at the beginning of such period constitute the Board and any new director (other than a director who is a representative or nominee of an Acquiring Person) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination was previously so approved, no longer constitute a majority of the Board; provided, however, in no event shall any acquisition of securities, a change in the composition of the Board or a merger or other consolidation pursuant to a plan of reorganization under chapter 11 of the Bankruptcy Code with respect to the Company, or a liquidation under the Bankruptcy Code, constitute a Change in Control. In addition, a Change in Control shall not be deemed to have occurred in the event of a sale or conveyance in which the Company continues as a holding company of an entity or entities that conduct the business or businesses formerly conducted by the Company, or any transaction undertaken for the purpose of reincorporating the Company under the laws of another jurisdiction, if such transaction does not materially affect the beneficial ownership of the Company’s capital stock. |

  59. Potential Vesting Upon Change in Control

    Potential Vesting Upon Change in Control If a Change in Control occurs after the date of grant and prior to the end of any Performance Period, on the date of the consummation of such Change in Control, the number of PBRSUs that shall be eligible to vest (the “Contingently Vested Units”) shall be calculated as follows: (i) with respect to the pending Performance Period in-progress at the time of the Change in Control, the greater of (with the Adjusted Diluted EPS Units, and Adjusted EBITDA Units being evaluated separately and not in the aggregate) (A) the target number of Adjusted Diluted EPS Units or Adjusted EBITDA Units associated with such Performance Period and (B) the number of Adjusted Diluted EPS Units or Adjusted EBITDA Units that become earned based on actual performance (assuming the last day of such performance period is the date of the consummation of such Change in Control, with the CC to make such appropriate pro-rating adjustments to the performance metrics as shall be necessary to reflect the shortened Performance Period), plus (ii) with respect to any Performance Period(s) remaining that have not commenced, the greater of (with the Adjusted Diluted EPS Units and Adjusted EBITDA Units being evaluated separately and not in the aggregate) (X) the target number of Adjusted Diluted EPS Units or Adjusted EBITDA Units associated with such Performance Period(s) and (Y) the average number (measured as a percentage of target) of Adjusted Diluted EPS Units, or Adjusted EBITDA Units that have become earned based on actual performance for all Performance Periods that have been completed (and are not in-progress) as of the date of the Change in Control. Any PBRSUs that are not Contingently Vested Units as of the date of the consummation of such Change in Control shall automatically terminate without consideration as of such date. The Contingently Vested Units shall become earned and vested on the first anniversary date of the consummation of such Change in Control, subject to the employee’s continued employment or service with us (or any successor) through such date; provided, however, that if the employee’s employment or service is terminated (i) by us (or any successor) without “cause”, (ii) by the employee for “good reason”, or (iii) due to the employee’s death or “disability”, in each case, prior to such first anniversary of the Change in Control, the Contingently Vested Units shall become earned and vested on such termination date. Any Contingently Vested Units that do not vest pursuant to the preceding sentence shall automatically terminate without consideration on such termination date.

  60. Severance

    Severance On December 29, 2023, Dr. Brisbin retired and resigned as Chief Executive Officer of the Company but continued his service as Chairman of the Board after December 29, 2023. Previously, Dr. Brisbin was employed pursuant to an employment agreement that provided specified levels of severance benefits if his employment was terminated by us without “cause” or by Dr. Brisbin for a “good reason.” The level of Dr. Brisbin’s severance benefit was negotiated and established in connection with Dr. Brisbin’s entry into his employment agreement and had been determined to be appropriate by the CC based on Dr. Brisbin’s level of responsibility and performance for the overall operations of the Company, long-term market trends, and budget considerations. Severance benefits for Dr. Brisbin were based on a multiple of “2x” his base salary. Severance benefits for Dr. Brisbin also included payment of Dr. Brisbin’s target bonus for the year of termination of employment. In connection with the management transition due to Dr. Brisbin’s retirement as CEO effective December 29, 2023, we entered into a consulting agreement on February 28, 2024 with Dr. Brisbin that superseded his employment agreement. With the exception of Dr. Brisbin’s target bonus of $950,000 for the 2023 performance year, Dr. Brisbin did not receive any other severance benefits. Pursuant to Dr. Brisbin’s consulting agreement, Dr. Brisbin will be paid a monthly fee of $25,250 and the reimbursement of reasonable and necessary costs and expenses incurred in connection with providing services to the Company, commencing on February 28, 2024, for services related to management transition, business development, technology development, and other sales-related activities. The Company has not entered into an employment agreement or offer letter that provides for the payment of severance benefits for any type of termination of employment with Mr. Bieber, Mr. Early, or Mr. Chen. We entered into a separation agreement with Mr. Whitelaw in connection with his resignation, effective February 1, 2023 (the “Separation Agreement”). Pursuant to the Separation Agreement, in consideration of Mr. Whitelaw’s release of claims in favor of the Company, the Company provided Mr. Whitelaw the following benefits: (i) $233,342 (subject to tax withholding and other authorized deductions), payable over ten (10) months in equal installments in accordance with the Company’s standard payroll processes; (ii) acceleration of the vesting of Mr. Whitelaw’s outstanding restricted stock and outstanding performance-based restricted stock units at target levels, such that all of Mr. Whitelaw’s outstanding and unvested restricted stock and performance-based restricted stock units were fully vested as of February 1, 2023; and (iii) extension of the exercise period for Mr. Whitelaw’s vested options through December 31, 2023. We believe it appropriate to have entered into the above separation agreement in connection Mr. Whitelaw’s voluntary resignation given his years of service to the Company and the release of claims in favor of the Company. None of our NEOs are entitled to receive any automatic “single trigger” equity acceleration, as our equity awards will only vest in connection with a change in control of the Company if they are not substituted or assumed in connection with the change in control. Please see the introductory section above for the definition of a change in control that applies to our equity awards, which we believe is a rigorous change in control definition. The treatment of PBRSUs in a change in control is also described above. No NEO is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Code. Instead, our 2008 Plan generally provides that awards or payments under the 2008 Plan are automatically “cut back” in such circumstances in order to avoid triggering these excise taxes.

  61. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021 The following table presents information regarding compensation during FY 2023, FY 2022, and FY 2021 of our NEOs.

  62. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | | | | | Stock | Option | All Other | | | Name and | | Salary | Bonus | Awards | Awards | Compensation | Total | | Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Thomas D. Brisbin (5) | 2023 | 505,003 | 345,000 | 713,200 | — | 13,800 | 1,577,003 | | Chairman of the Board | 2022 | 505,003 | 575,000 | 992,230 | — | 13,800 | 2,086,033 | | and Chief Executive Officer | 2021 | 505,003 | 230,000 | 2,242,045 | — | 13,800 | 2,990,848 | | Michael A. Bieber | 2023 | 440,003 | 285,000 | 542,032 | — | 3,750 | 1,270,785 | | President | 2022 | 440,003 | 475,000 | 916,575 | — | 3,750 | 1,835,328 | | | 2021 | 440,003 | 190,000 | 852,005 | — | 3,750 | 1,485,758 | | Creighton K. Early | 2023 | 374,725 | 75,000 | 470,712 | — | 4,250 | 924,687 | | Vice President and | 2022 | 325,000 | 100,000 | 192,956 | — | 4,250 | 622,206 | | Chief Financial Officer | 2021 | 325,000 | 28,000 | 269,040 | — | 4,250 | 626,290 | | Micah H. Chen | 2023 | 341,074 | 90,000 | 114,112 | — | 4,750 | 549,936 | | General Counsel | 2022 | 315,016 | 90,000 | 192,956 | — | 4,750 | 602,722 | | | 2021 | 315,016 | 30,000 | 346,340 | — | 4,750 | 696,106 | | Paul M. Whitelaw (6) | 2023 | — | — | — | — | 254,142(7) | 254,142 | | Former Senior Vice President, | 2022 | 248,778 | 75,000 | 192,656 | — | 4,615 | 521,049 | | Business Development | 2021 | 280,010 | 170,000 | 246,620 | — | 4,750 | 701,380 |

  63. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (1) The amounts reported under “Bonus” for fiscal 2023, 2022, and 2021 represent bonuses paid for performance related to fiscal 2022, 2021 and 2020, respectively. |

  64. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (2) The amounts reported under “Stock Awards” for fiscal 2023, 2022, and 2021 represent the aggregate grant date fair value of restricted stock awards and performance based restricted stock units granted to NEOs during fiscal 2023, 2022, and 2021 (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 and performance-based restricted stock units contained in Part II, Item 8, Note 10, “Shareholders’ Equity”, to the Notes to our Consolidated Financial Statements, included in our 2023 Annual Report filed on Form 10-K. The EPS Units, EBITDA Units and Relative TSR Units are valued based on the probable outcome of the applicable performance conditions as determined on the grant date. If we achieved the highest level of performance under the EPS Units, EBITDA Units and Relative TSR Units, the total grant date fair value for the EPS Units, EBITDA Units and Relative TSR Units would increase to the following amounts: Dr. Brisbin $1,002,937; Mr. Bieber $762,232; Mr. Early $160,470, and Mr. Chen $160,470. |

  65. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (3) The amounts reported under “Option Awards” represent the aggregate grant date fair value of option awards granted to our NEOs (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 stock option awards contained in Part II, Item 8, Note 10, “Shareholders’ Equity”, to the Notes to our Consolidated Financial Statements, included in our 2023 Annual Report on Form 10-K. |

  66. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (4) With the exception of Mr. Whitelaw, the amounts reported under “All Other Compensation” for each of fiscal 2023, 2022, and 2021 include $3,000 in 401K matching contributions made by us for each of our NEOs and, only for Dr. Brisbin, automobile allowances paid to him or use of a company vehicle. The remaining balance of the amounts under “All Other Compensation” for Mr. Bieber, Mr. Early, and Mr. Chen represents Health Saving Account contributions. |

  67. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (5) Dr. Brisbin served on the Board during each of fiscal 2023, 2022, and 2021. As an employee-director, Dr. Brisbin did not receive additional compensation for his services as a director. |

  68. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (6) Mr. Whitelaw resigned from his position as Senior Vice President, Business development, effective February 1, 2023. |

  69. Summary Compensation Table – Fiscal 2023, Fiscal 2022, and Fiscal 2021

    | (7) Represents amounts paid, including $20,800 in connection with the vesting acceleration value of stock awards, in connection with Mr. Whitelaw’s separation agreement, effective February 1, 2023. |

  70. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides additional information regarding the equity incentive awards granted to NEOs during fiscal 2023 under the 2008 Plan. See the “Compensation Discussion and Analysis” section above for a description of the material terms of the awards.

  71. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Equity | | All Other Stock | | | | | Incentive Plan Awards | | Awards | Grant Date Fair Value | | | | | | Number of Shares | of Options Awards | | | Grant | Target | Maximum | of Stock or Units | and Stock Awards | | Name | Date | (#) | (#) | (#) | ($) | | Thomas D. Brisbin | 3/7/2023 | — | — | 17,500(1) | 312,025 | | | 3/7/2023 | 22,500(2) | 56,250 | — | 401,175 | | Michael A. Bieber | 3/7/2023 | — | — | 13,300(1) | 237,139 | | | 3/7/2023 | 17,100(2) | 42,750 | — | 304,893 | | Creighton K. Early | 3/7/2023 | — | — | 22,800(1) | 406,524 | | | 3/7/2023 | 3,600(2) | 9,000 | — | 64,188 | | Micah H. Chen | 3/7/2023 | — | — | 2,800(1) | 49,924 | | | 3/7/2023 | 3,600(2) | 9,000 | — | 64,188 | | Paul M. Whitelaw (3) | — | — | — | — | — |

  72. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Represents shares of restricted stock awarded to the Reporting Person by the Issuer on March 7, 2023, which vest in three substantially equal installments on each of March 7, 2024, March 7, 2025 and March 7, 2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. |

  73. Grants of Plan-Based Awards in Fiscal 2023

    | (2) These stock awards vest in annual installments over three years from their grant date based on performance metrics. Performance metrics consists of 50% of the target number of EPS Units and 50% of the target number of EBITDA Units. These two metrics may range from 0% to 210% of the target number of Performance-Based Restricted Stock Units eligible to vest. At the end of the three year vesting period, the Performance-Based Restricted Stock Units that are earned and vested based on the achievement of EPS Units and EBITDA Units is then multiplied by a percentage ranging from 100% to 120% based on the Corporation’s Relative TSR to the Company’s peer group. Total combined maximum vesting may not exceed 250% of target award. |

  74. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. |

  75. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information regarding the outstanding option and restricted stock or unit awards held by each NEO as of December 29, 2023.

  76. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Options Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity | | | | | | | | | Incentive | Incentive | | | | | | | | | Plan Awards: | Plan Awards: | | | | | | | | | | Market or | | | | | | | | | Number of | Payout Value | | | Numbers of | Number of | | | | | Unearned | of Unearned | | | Securities | Securities | | | Number of | Market Value | Shares, Units | Shares, Units | | | Underlying | Underlying | | | Shares or Units | of Shares or | or Other | or Other | | | Unexercised | Unexercised | Option | | of Stock that | Units of Stock | Rights That | Rights That | | | Options | Options | Exercise | Option | Have Not | That Have Not | Have Not | Have Not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | Thomas D. Brisbin | 50,000 | — | 7.13 | 6/6/2024 | 12,500(1) | 560,500 | 35,102(2) | 980,399 | | | 50,000 | — | 13.91 | 6/5/2025 | 17,500(3) | 312,025 | 56,250(4) | 1,002,938 | | | 100,000 | — | 16.27 | 11/3/2026 | — | — | — | — | | | 125,000 | — | 31.73 | 9/4/2028 | — | — | — | — | | Michael A. Bieber | 77,764 | — | 13.49 | 12/31/2024 | 13,300(3) | 237,139 | 21,204(2) | 592,228 | | | 25,000 | — | 13.91 | 6/5/2025 | — | — | 42,750(4) | 762,233 | | | 50,000 | — | 16.27 | 11/3/2026 | — | — | — | — | | | 16,667 | — | 28.19 | 3/8/2027 | — | — | — | — | | | 25,000 | — | 31.73 | 9/4/2028 | — | — | — | — | | Creighton K. Early | 27,347 | — | 9.08 | 12/7/2025 | 22,800(3) | 406,524 | 4,464(2) | 124,680 | | | 13,333 | — | 30.06 | 10/31/2027 | — | — | 9,000(4) | 160,470 | | Micah H. Chen | 70,000 | — | 32.79 | 7/17/2027 | 2,800(3) | 49,924 | 4,464(2) | 124,680 | | | — | — | — | — | — | — | 9,000(4) | 160,470 | | Paul M. Whitelaw (5) | 6,670 | — | 28.19 | 12/31/2023 | — | — | — | — | | | 6,667 | — | 30.06 | 12/31/2023 | — | — | — | — |

  77. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) These restricted stock awards were granted on March 9, 2021 and vest in substantially equal annual installments over four years from their grant date. |

  78. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) These performance-based restricted stock units were granted on August 2, 2022 and vest in substantially equal installments over three years from their grant date. |

  79. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) These restricted stock awards were granted on March 7, 2023 and vest in substantially equal installments over three years from their grant date. |

  80. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) These performance-based restricted stock units were granted on March 7, 2023 and vest in substantially equal installments over three years from their grant date. |

  81. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) Mr. Whitelaw’s resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. |

  82. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information regarding the options exercised by each NEO and stock awards vested during fiscal 2023.

  83. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | | Numbers of | | Numbers of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | Name | on Exercise | on Exercise | on Vesting | on Vesting | | | (#) | ($) (1) | (#) | ($) (2) | | Thomas D. Brisbin | — | — | 33,649 | 656,714 | | Michael A. Bieber | — | — | 26,297 | 500,264 | | Creighton K. Early | — | — | 5,536 | 105,315 | | Micah H. Chen | — | — | 8,036 | 141,190 | | Paul M. Whitelaw(3) | — | — | — | — |

  84. Option Exercises and Stock Vested in Fiscal 2023

    | (1) The amounts reported as the “Value Realized on Exercise” (if any) are determined by multiplying (i) the number of shares of common stock to which the exercise of the option related by (ii) the difference between the per-share price of the common stock on the exercise date and exercise price of the options. |

  85. Option Exercises and Stock Vested in Fiscal 2023

    | (2) The amounts reported as the “Value Realized on Vesting” (if any) are determined by multiplying (i) the number of shares of common stock that vested by (ii) the per-share price of the common stock on the vesting date. |

  86. Option Exercises and Stock Vested in Fiscal 2023

    | (3) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. |

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Outstanding options and restricted stock and unit awards issued under our 2008 Plan will vest immediately and become fully exercisable upon a change in control of us to the extent such outstanding awards are not substituted or assumed in connection with the transaction. In addition, the terms of PBRSUs granted to our NEOs provide that in the event of a change in control, the PBRSUs will vest as described above under “Potential Vesting Upon a Change in Control”. Upon a NEO’s death or disability at any time (whether or not in connection with a change in control), the NEO will become vested in the greater of the target number of each type of units subject to the PBRSU award or the number of each type of units earned based on actual performance for the then in-progress Performance Period, and in the target number of each type of units for all Performance Periods that have yet to begin. Previously, the employment agreement we entered into with Dr. Brisbin provided for severance benefits upon certain terminations of his employment with us. If Dr. Brisbin’s employment had been terminated by us without cause or by him for good reason (as such terms are defined in his employment agreement), he would have been entitled to a severance benefit equal to two times his base salary at the annualized rate then in effect, paid in 24 equal installments. In addition, Dr. Brisbin would have been entitled to payment of his target bonus for the year in which such a termination of employment occurred. In connection with the management transition due to Dr. Brisbin’s retirement as CEO effective December 29, 2023, we entered into a consulting agreement on February 28, 2024 with Dr. Brisbin that superseded his employment agreement. Pursuant to Dr. Brisbin’s consulting agreement, Dr. Brisbin will be paid a monthly fee of $25,250 and the reimbursement of reasonable and necessary costs and expenses incurred in connection with providing services to the Company, commencing on February 28, 2024, for services related to management transition, business development, technology development, and other sales-related activities. With the exception of Dr. Brisbin’s target bonus of $950,000 for the 2023 performance year, Dr. Brisbin did not receive any other severance benefits. Mr. Bieber’s offer letter does not provide for any additional severance benefits. As noted above, we have not entered into an employment agreement or offer letter that provides for the payment of severance benefits for any type of termination of employment with Mr. Bieber, Mr. Early, Mr. Chen, or Mr. Whitelaw. The Company did enter into a separation agreement with Mr. Whitelaw upon his resignation. The following table sets forth the estimated payments and benefits that would be provided to each NEO employed at the end of fiscal 2023 in the event the Named Executive Officer’s employment is terminated as described above. In accordance with applicable SEC disclosure rules, these estimates assume a termination date of December 29, 2023.

  88. Potential Payments Upon Termination or Change in Control

    | | | Continued Health | Equity | | | | Severance | Coverage | Acceleration (1) | Total | | Name | ($) | ($) | ($) | ($) | | Thomas D. Brisbin | — | — | — | — | | Michael A. Bieber | — | — | — | — | | Creighton K. Early | — | — | — | — | | Micah H. Chen | — | — | — | — | | Paul M. Whitelaw(2) | — | — | — | — |

  89. Potential Payments Upon Termination or Change in Control

    | (1) Based on the closing price of our common stock on December 29, 2023. |

  90. Potential Payments Upon Termination or Change in Control

    | (2) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. |

  91. Pay Ratio Disclosure

    Pay Ratio Disclosure The 2023 annual total compensation of the Company’s CEO was $1,577,003. The 2023 annual total compensation of our median employee (excluding our CEO) was $71,454. The ratio between the two amounts is 22.1. To determine the pay ratio, we took the following steps:

  92. Pay Ratio Disclosure

    | ■ | We identified the median employee using our employee population consisting of 1,615 employees on December 29, 2023 (excluding our CEO). We identified the median employee based on gross wages paid in 2023 as reported on Form W-2. We did not make any assumptions, adjustments or estimates with respect to gross wages paid in 2023 despite the fact that approximately 32% of our employee population works less than full time. |

  93. Pay Ratio Disclosure

    | ■ | As required under the SEC rules, after identifying our median employee, we calculated annual total compensation for both our median employee and our CEO using the same methodology that we used to determine our NEOs’ annual compensation for the Summary Compensation Table above. |

  94. Pay Ratio Disclosure

    The Company believes that the ratio of pay included above is a reasonable estimate calculated in a manner consistent with applicable SEC rules and this information is being provided for compliance purposes. Neither the CC nor management of the Company used the pay ratio measure in making compensation decisions. Given the different methodologies that companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  95. Pay vs. Performance

    Pay vs. Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the CC view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align NEO compensation with Company performance, refer to the “Compensation Discussion and Analysis” section above.

  96. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table provides information regarding the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”), and average compensation actually paid to our other NEOs, and certain financial performance of the Company. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  97. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income | Company Selected Measure - Adjusted EBITDA(5) | | 2023 | $1,577,003 | $2,679,260 | $744,688 | $1,022,936 | $(31.13) | $(33.64) | $10,926,000 | $45,695,000 | | 2022 | $2,086,033 | $(1,401,302) | $895,360 | $(95,303) | $(42.81) | $(39.64) | $(8,448,000) | $23,276,000 | | 2021 | $2,990,848 | $959,656 | $757,809 | $270,012 | $12.78 | $102.49 | $(8,417,000) | $27,526,000 | | 2020 | $2,190,963 | $6,791,079 | $893,569 | $2,130,191 | $33.61 | $41.27 | $(14,496,000) | $28,126,000 |

  98. Required Tabular Disclosure of Pay Versus Performance

    | (1) Dr. Brisbin was our principal executive officer for the years ended 2023, 2022, 2021 and 2020. |

  99. Required Tabular Disclosure of Pay Versus Performance

    | (2) Amounts presented under “Compensation Actually Paid” do not reflect actual amounts of compensation paid to the PEO and other Non-PEO NEOs; rather, “Compensation Actually Paid” amounts are calculated in accordance with Item 402(v) of Regulation S-K. The following table presents the detail of amounts deducted and added to the Summary Compensation Table total to calculate “Compensation Actually Paid”. There are no adjustments for pension or dividend payments as the Company does not have supplemental executive retirement plans and does not pay dividends. The valuation assumptions used to calculate fair values of equity awards did not materially differ from those disclosed at the time of grant. |

  100. Required Tabular Disclosure of Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | | Total Compensation as reported on Summary Compensation Table | $1,577,003 | $744,688 | $2,086,033 | $895,360 | $2,990,848 | $757,809 | $2,190,963 | $893,569 | | Subtract pension values reported in Summary Compensation Table | $— | $— | $— | $— | $— | $— | $— | $— | | Subtract the fair value of stock awards reported in Summary Compensation Table | $(713,200) | $(281,714) | $(992,230) | $(373,786) | $(2,242,045) | $(342,801) | $(1,183,022) | $(434,664) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | $— | $— | $— | $— | $— | $— | $— | $— | | Add fair value as of end of covered year of equity awards granted in covered year that are unvested and outstanding at end of covered year | $1,585,647 | $535,619 | $1,115,655 | $345,849 | $3,080,088 | $633,618 | $3,978,389 | $1,290,198 | | Add dividends paid on unvested shares/share units | $— | $— | $— | $— | $— | $— | $— | $— | | Add change in fair value from end of prior year to end of covered year for equity awards granted in prior years that were outstanding and unvested at end of covered year | $173,747 | $27,497 | $(325,313) | $(10,844) | $(629,051) | $(142,890) | $2,180,415 | $487,756 | | Add equity awards that are granted and vest in the covered year, the fair value as of the vesting date | $— | $— | $— | $— | $— | $— | $— | $— | | Add change in fair value from end of prior year to vesting date for equity awards granted in prior years that vested during covered year | $56,063 | $(3,154) | $(3,285,447) | $(951,882) | $(2,240,184) | $(635,724) | $(375,666) | $(106,668) | | Subtract equity awards granted in prior years that are forfeited in covered year, the fair value of such equity awards as of the end of the prior year | $— | $— | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid | $2,679,260 | $1,022,936 | $(1,401,302) | $(95,303) | $959,656 | $270,012 | $6,791,079 | $2,130,191 |

  101. Required Tabular Disclosure of Pay Versus Performance

    | (3) In 2023 and 2022, our other NEOs consisted of Michael A. Bieber, President, Creighton K. Early, Chief Financial Officer, Micah H. Chen, General Counsel, and Paul Whitelaw, former Senior Vice President, Business Development. In 2021, our other NEOs consisted of Michael A. Bieber, President, Creighton K. Early, Chief Financial Officer, Stacy B. McLaughlin, former Chief Financial Officer, Micah H. Chen, General Counsel, and Paul Whitelaw, former Senior Vice President, Business Development. In 2020, our other NEOs consisted of Michael A. Bieber, President, Stacy B. McLaughlin, former Chief Financial Officer, Daniel Chow, former Chief Operating Officer, and Adam C. Procell, former Chief Strategy Officer. |

  102. Required Tabular Disclosure of Pay Versus Performance

    | (4) Total shareholder return assumes that $100 was invested on the measurement date in Willdan Group, Inc. common stock and the peer group as set forth below. This shareholder return assumes reinvestment of all dividends. The customized peer group for 2023 and 2022 consists of: American Superconductor Corporation, Atlas Technical Consultants, Inc., Bowman Consulting Group Ltd., C3.ai, Inc., Charah Solutions, Inc., Exponent, Inc., FTC Solar, Inc., ICF International, Inc., Limbach Holdings, Inc., Montrose Environmental Group, Inc., NV5 Global, Inc., Orion Energy Systems, Inc., RCM Technologies, Inc., Resources Connection, Inc., and Stem, Inc. The customized peer group for 2021 and 2020 consists of: Ameresco, Inc., Charah Solutions, Inc., Cypress Environmental Partners, L.P., Exponent, Inc., Hill International, Inc., Limbach Holdings, Inc., NV5 Global, Inc., RCM Technologies, Inc., and Resources Connection, Inc. |

  103. Required Tabular Disclosure of Pay Versus Performance

    | (5) The Company has determined that adjusted EBITDA from operations is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year. Adjusted EBITDA is a non-GAAP measure and it means the Company’s net income (loss) as determined in accordance with GAAP, plus (1) interest expense, (2) income tax expense (benefit), (3) stock- |

  104. Required Tabular Disclosure of Pay Versus Performance

    based compensation, (4) interest accretion, (5) depreciation and amortization, (6) transaction costs, (7) (gain) loss on sale of equipment, and (8) plus or minus the effect of any extraordinary item or extraordinary transaction. See Appendix B for the Company’s reconciliation of Net Income to Adjusted EBITDA.

  105. Required Disclosure of Analysis of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of Analysis of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our NEOs during the applicable years. All information provided above under the “Pay vs. Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference therein.