Willdan Group Inc

Base Salaries

We pay each NEO 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 NEOs, our CC primarily considers and assesses the following factors: the base salaries paid by our peer group companies to their similarly situated executives, each NEOs’ current base salary, their job responsibilities, leadership and experience, value to our Company and the recommendations of our CEO (other than with respect to his own compensation).

2024 Annual Bonuses

In determining the amount of each executive’s 2024 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 2024 (with input from our CEO for the other NEOs). The NEOs are limited under their employment agreements to a maximum annual bonus as follows: Mr. Bieber – 200% of base salary; Mr. Early – 150% of base salary; Mr. Chen 150% of base salary.

2024 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, the Company continued to follow 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.

The 2024 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.

Our 2024 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 important 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 year 2024 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.

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) (gain) loss on sale of equipment, and (7) 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.

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.

2024 Performance-Based Restricted Unit Performance – Actual Payouts

The PBRSUs earned as of April 4, 2025, for the fiscal year 2024 performance period under the PBRSUs granted to our NEOs in each of fiscal year 2022, fiscal year 2023, and fiscal year 2024, are as follows:

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:

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, the sum of which will be multiplied by (iii) the Relative TSR Modifier calculated from the start of the first performance period through the date of the consummation of the Change in Control, based on the price per share payable in 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.

Our 2008 Plan provides that outstanding options and restricted stock and unit awards issued under our 2008 Plan generally will vest (at the target level in the case of awards subject to performance-based vesting) 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, under the new employment agreements our NEOs entered into with us in November 2024, as described in more detail below in the section titled “Employment Agreements,” in the event of a Change in Control (as defined above) in which the acquiror does not assume, continue or substitute similar awards for an NEO’s performance-based equity awards, and provided the NEO remains employed by or continues to provide service to the Company or one of its subsidiaries through immediately prior to the Change in Control, then generally each of the NEO’s performance-based equity awards that was granted after November 13, 2024, and that remains outstanding and unvested immediately prior to the Change in Control will accelerate and vest at the greater of (a) assumed achievement of all applicable performance goals at target or (b) the actual achievement of the applicable performance goals, assuming the last day of the applicable performance period(s) is the day immediately prior to the date of the Change in Control and with appropriating adjustments, as determined by the Board, in its sole discretion, to the applicable performance goals as necessary to reflect the shortened performance period(s).

Employment Agreements

On November 13, 2024 (the “Effective Date”), we entered into a new employment agreement with each of Michael A. Bieber, our President and Chief Executive Officer (the “Bieber Employment Agreement”); Creighton K. Early, our Executive Vice President and Chief Financial Officer (the “Early Employment Agreement”); and Micah Chen, our Executive Vice President and General Counsel (the “Chen Employment Agreement”), the material terms of which are generally described below.

Bieber Employment Agreement

The Bieber Employment Agreement provides that Mr. Bieber is an at-will employee. Pursuant to the terms of the Bieber Employment Agreement, Mr. Bieber (a) is entitled to an annual base salary of $574,891, (b) is eligible for an annual discretionary bonus, up to a maximum of 200% of his annual base salary, based on the achievement of corporate or individual performance objectives determined by the Board or CC, (c) is eligible to participate in the Company employee benefit plans, (d) is eligible for severance and retirement benefits, as described in more detail below under the section titled “Severance and Retirement Benefits” and (e) is eligible for vesting acceleration of certain performance-based equity awards in the event they are not assumed, continued or substituted with similar awards by an acquiror in a Change in Control, as described in more detail above in the last paragraph of the section titled “Potential Vesting upon Change in Control.”

Early Employment Agreement

The Early Employment Agreement provides that Mr. Early is an at-will employee. Pursuant to the terms of the Early Employment Agreement, Mr. Early (a) is entitled to an annual base salary of $436,758, (b) is eligible for an annual discretionary bonus, up to a maximum of 150% of his annual base salary, based on the achievement of corporate or individual performance objectives determined by the Board or CC, (c) is eligible to participate in the Company employee benefit plans, (d) is eligible for severance and retirement benefits, as described in more detail below under the section titled “Severance and Retirement Benefits” and (e) is eligible for vesting acceleration of certain performance-based equity awards in the event they are not assumed, continued or substituted with similar awards by an acquiror in a Change in Control, as described in more detail above in the last paragraph of the section titled “Potential Vesting upon Change in Control.”

Chen Employment Agreement

The Chen Employment Agreement provides that Mr. Chen is an at-will employee. Pursuant to the terms of the Chen Employment Agreement, Mr. Chen (a) is entitled to an annual base salary of $394,077, (b) is eligible for an annual discretionary bonus, up to a maximum of 150% of his annual base salary, based on the achievement of corporate or individual performance objectives determined by the Board or CC, (c) is eligible to participate in the Company employee benefit plans, (d) is eligible for severance and retirement benefits, as described in more detail below under the section

titled “Severance and Retirement Benefits” and (e) is eligible for vesting acceleration of certain performance-based equity awards in the event they are not assumed, continued or substituted with similar awards by an acquiror in a Change in Control, as described in more detail above in the last paragraph of the section titled “Potential Vesting upon Change in Control.”

Severance and Retirement Benefits

Bieber

Pursuant to the terms of the Bieber Employment Agreement, if Mr. Bieber’s employment is terminated by the Company without “Cause”, due to Mr. Bieber’s “Disability” or as a result of Mr. Bieber resigning for “Good Reason” (each such term as defined in the Bieber Employment Agreement), then Mr. Bieber will be eligible to receive the following severance benefits: (a) a lump sum cash payment in an amount equal to his then-current annual base salary for twenty four months; (b) direct payment on Mr. Bieber’s behalf of the premium cost for group health benefits continuation coverage under applicable law for Mr. Bieber and his eligible dependents for up to eighteen months; and (c) if, following the end of the fiscal year in which Mr. Bieber’s termination of employment occurs, the Board determines in good faith that the applicable performance bonus objectives and milestones for that year have been achieved, Mr. Bieber will be eligible to receive a performance bonus equal to 200% of his then-current annual salary, prorated based on Mr. Bieber’s employment termination date. Mr. Bieber’s receipt of the severance benefits described above is conditioned on him timely executing and not revoking a general release of claims in favor of the Company and complying with certain other conditions.

In addition, the Bieber Employment Agreement provides that in the event Mr. Bieber’s employment is terminated by the Company other than for Cause, death or Disability, his outstanding and unvested service-based vesting awards granted after the Effective Date will accelerate vesting on a prorated basis (based on the number of days he was employed or provided service during the applicable vesting period). In the event, Mr. Bieber’s employment is terminated by the Company due to his death or Disability, 100% of his outstanding and unvested equity awards (or in the case of performance-based vesting equity awards, 100% of the target portion of the equity award) granted after the Effective Date will accelerate vesting. In the event Mr. Bieber’s employment terminates due to a “Qualifying Retirement” (as defined in the Bieber Employment Agreement), then generally 100% of Mr. Bieber’s outstanding and unvested equity awards (other than restricted stock awards) granted after the Effective Date will remain eligible to vest in accordance with their applicable vesting terms (disregarding any continued employment or service vesting condition).

The award agreements governing the equity awards granted to Mr. Bieber in 2024 similarly provide thatin the event his employment terminates due to a “Qualifying Retirement” (as defined in the applicable award agreement), 100% of the then-outstanding and unvested portions of the equity awards will remain eligible to vest in accordance with their applicable vesting terms (disregarding any continued employment or service vesting condition).

The terms of the PBRSUs granted to Mr. Bieber also provide that upon his death or Disability before a Change in Control (as such terms are defined in the award agreement), he will become vested in the target number of each type of units subject to the PBRSU award (or for the PBRSUs granted before 2024, the number of each type of units earned based on actual performance for the then in-progress Performance Period, if such amount is greater), and in the target number of each type of units for all Performance Periods that have yet to begin.

The award agreement governing the award of time-based restricted stock units granted to Mr. Bieber in 2024 provides that (a) upon his death or Disability, 100% of such restricted stock units that are then-outstanding and unvested will immediately accelerate and vest, and (b) in the event Mr. Bieber’s employment is terminated by the Company other than for Cause, death or Disability (as such terms are defined in the award agreement), the restricted stock units will accelerate vesting on a prorated basis (based on the number of days he was employed or provided service during the applicable vesting period).

Early

Pursuant to the terms of the Early Employment Agreement, if Mr. Early’s employment is terminated by the Company without “Cause”, due to Mr. Early’s “Disability” or as a result of Mr. Early resigning for “Good Reason” (each such term as defined in the Early Employment Agreement), then Mr. Early will be eligible to receive the following severance benefits: (a) a lump sum cash payment in an amount equal to his then-current annual base salary for twelve months; (b)

direct payment on Mr. Early’s behalf of the premium cost for group health benefits continuation coverage under applicable law for Mr. Early and his eligible dependents for up to twelve months; and (c) if, following the end of the fiscal year in which Mr. Early’s termination of employment occurs, the Board determines in good faith that the applicable performance bonus objectives and milestones for that year have been achieved, Mr. Early will be eligible to receive a performance bonus equal to 150% of his then-current annual salary, prorated based on Mr. Early’s employment termination date. Mr. Early’s receipt of the severance benefits described above is conditioned on him timely executing and not revoking a general release of claims in favor of the Company and complying with certain other conditions.

In addition, the Early Employment Agreement provides that in the event Mr. Early’s employment is terminated by the Company other than for Cause, death or Disability, his outstanding and unvested service-based vesting awards granted after the Effective Date will accelerate vesting on a prorated basis (based on the number of days he was employed or provided service during the applicable vesting period). In the event, Mr. Early’s employment is terminated by the Company due to his death or Disability, 100% of his outstanding and unvested equity awards (or in the case of performance-based vesting equity awards, 100% of the target portion of the equity award) granted after the Effective Date will accelerate vesting. In the event Mr. Early’s employment terminates due to a “Qualifying Retirement” (as defined in the Early Employment Agreement), then generally 100% of Mr. Early’s outstanding and unvested equity awards (other than restricted stock awards) granted after the Effective Date will remain eligible to vest in accordance with their applicable vesting terms (disregarding any continued employment or service vesting condition).

The award agreements governing the equity awards granted to Mr. Early in 2024 similarly provide that in the event his employment terminates due to a “Qualifying Retirement” (as defined in the applicable award agreement), 100% of the then-outstanding and unvested portions of the equity awards will remain eligible to vest in accordance with their applicable vesting terms (disregarding any continued employment or service vesting condition).

The terms of the PBRSUs granted to Mr. Early also provide that upon his death or Disability before a Change in Control (as such terms are defined in the award agreement), he will become vested in the target number of each type of units subject to the PBRSU award (or for the PBRSUs granted before 2024, the number of each type of units earned based on actual performance for the then in-progress Performance Period, if such amount is greater), and in the target number of each type of units for all Performance Periods that have yet to begin.

The award agreement governing the award of time-based restricted stock units granted to Mr. Early in 2024 provides that (a) upon his death or Disability, 100% of such restricted stock units that are then-outstanding and unvested will immediately accelerate and vest, and (b) in the event Mr. Early’s employment is terminated by the Company other than for Cause, death or Disability (as such terms are defined in the award agreement), the restricted stock units will accelerate vesting on a prorated basis (based on the number of days he was employed or provided service during the applicable vesting period).

Chen

Pursuant to the terms of the Chen Employment Agreement, if Mr. Chen’s employment is terminated by the Company without “Cause”, due to Mr. Chen’s “Disability” or as a result of Mr. Chen resigning for “Good Reason” (each such term as defined in the Chen Employment Agreement), then Mr. Chen will be eligible to receive the following severance benefits: (a) a lump sum cash payment in an amount equal to his then-current annual base salary for twelve months; (b) direct payment on Mr. Chen’s behalf of the premium cost for group health benefits continuation coverage under applicable law for Mr. Chen and his eligible dependents for up to twelve months; and (c) if, following the end of the fiscal year in which Mr. Chen’s termination of employment occurs, the Board determines in good faith that the applicable performance bonus objectives and milestones for that year have been achieved, Mr. Chen will be eligible to receive a performance bonus equal to 150% of his then-current annual salary, prorated based on Mr. Chen’s employment termination date. Mr. Chen’s receipt of the severance benefits described above is conditioned on him timely executing and not revoking a general release of claims in favor of the Company and complying with certain other conditions.

In addition, the Chen Employment Agreement provides that in the event Mr. Chen’s employment is terminated by the Company other than for Cause, death or Disability, his outstanding and unvested service-based vesting awards granted after the Effective Date will accelerate vesting on a prorated basis (based on the number of days he was employed or provided service during the applicable vesting period). In the event, Mr. Chen’s employment is terminated by the Company due to his death or Disability, 100% of his outstanding and unvested equity awards (or in the case of performance-based vesting equity awards, 100% of the target portion of the equity award) granted after the Effective Date will accelerate vesting. In the event Mr. Chen’s employment terminates due to a “Qualifying Retirement” (as

defined in the Chen Employment Agreement), then generally 100% of Mr. Chen’s outstanding and unvested equity awards (other than restricted stock awards) granted after the Effective Date will remain eligible to vest in accordance with their applicable vesting terms (disregarding any continued employment or service vesting condition).

The award agreements governing the equity awards granted to Mr. Chen in 2024 similarly provide that in the event his employment terminates due to a “Qualifying Retirement” (as defined in the applicable award agreement), 100% of the then-outstanding and unvested portions of the equity awards will remain eligible to vest in accordance with their applicable vesting terms (disregarding any continued employment or service vesting condition).

The terms of the PBRSUs granted to Mr. Chen also provide that upon his death or Disability before a Change in Control (as such terms are defined in the award agreement), he will become vested in the target number of each type of units subject to the PBRSU award (or for the PBRSUs granted before 2024, the number of each type of units earned based on actual performance for the then in-progress Performance Period, if such amount is greater), and in the target number of each type of units for all Performance Periods that have yet to begin.

The award agreement governing the award of time-based restricted stock units granted to Mr. Chen in 2024 provides that (a) upon his death or Disability, 100% of such restricted stock units that are then-outstanding and unvested will immediately accelerate and vest, and (b) in the event Mr. Chen’s employment is terminated by the Company other than for Cause, death or Disability (as such terms are defined in the award agreement), the restricted stock units will accelerate vesting on a prorated basis (based on the number of days he was employed or provided service during the applicable vesting period).

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.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We have not granted option awards since 2018, and we do not grant stock appreciation rights, or other similar award types. The Company does not maintain any written policies on the timing of stock options. Historically, when granting stock options, the CC generally did not take material nonpublic information (“MNPI”) into account when determining the timing of awards and did not seek to time the stock options in relation to the Company’s public disclosure of MNPI. In addition, when the Company made option awards, the Company did not time the release of MNPI for the purpose of affecting the value of executive compensation.

Policy with Respect to Section 162(m)

Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the CC under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1.0 million deductibility limit.

As one of the factors in its consideration of compensation matters, our CC notes this deductibility limitation. However, our CC has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible as a result of the limitations under Section 162(m).

Compensation Committee Interlocks and Insider Participation

The Board’s CC consists of Mss. Downes and Reder, and Messrs. McGinn and Shahidehpour. None of the members of our CC has at any time been one of our officers or employees, nor has any member of our CC had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves, or in the past year has served, as a member of the board of directors or the CC of any entity that has one or more executive officers who serve on our Board or CC.

Compensation Committee Report

The CC of the Board has reviewed and discussed with management the disclosures contained in the CD&A section of this Proxy Statement. Based upon this review and discussion, the CC recommended to the Board that the CD&A section be included in this Proxy Statement.

The foregoing Report of the Compensation Committee of the Board of Directors does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.