Willdan Group Inc

This section contains summary information explained in greater detail in other parts of this proxy statement and does not contain all the information you should consider before voting. Stockholders are urged to read the entire proxy statement before voting. We will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record that did not request to receive printed copy of our proxy materials on or about April 24, 2025 with instructions for accessing the proxy materials and voting via the Internet.

About Willdan

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

We believe our ability to provide innovation is enhanced by partnerships with our forward-thinking clients. As a professional services company, our continuing success relies on attracting, developing, and retaining a workforce that is both technically excellent and responsive to the needs of our clients and customers. An integral part of our ability to attract and retain qualified talent depends on our ability to maintain a culture reflective of the diverse communities that we serve.. We are disciplined in our business delivering value to our clients. In supporting our clients, we seek to add value and provide long-term sustainable energy solutions, program management, engineering, and consultation.

Items Being Voted on and Board Recommendations

Proactive Stockholder Engagement

Stockholder feedback is integral to the Board’s decision-making process and plays a key role in shaping the Company’s policies, practices and disclosures. Throughout 2024, our President and Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and VP of Investor Relations, proactively contacted over 90 investors, both current and potential shareholders, representing, at the time of contact, over 50% of our shares of common stock. These discussions covered a range of topics, including on our corporate governance, support of our Board members, executive compensation programs, and long-term strategy.

Outcomes of Stockholder Engagement

During 2024 meetings, stockholders expressed concerns related to certain areas of executive compensation, Board Governance, and Environmental, Social, and Governance (“ESG”) reporting. Our Board’s response to the feedback of our stockholders and proxy advisors are as follows:

2024 Performance Highlights

We had an outstanding fiscal year 2024, setting new Company records driven by the growth derived from the dynamic energy services market and expanding demand for municipal services. In fiscal year 2024, we delivered double-digit full year organic growth across key metrics and resumed strategic acquisitions. Through those strategic acquisitions, we enhanced our capabilities in electrical engineering and management consulting in substations and other solutions for data centers and renewable energy projects, as well as energy solutions for the pharmaceutical, healthcare, and research industries. As a result of this growth and financial performance, we are in a strong liquidity position and have significant opportunities to fund strategic expansion.

We serve one of the most dynamic market environments in the world at one of the most exciting times. Demand for a cleaner, low carbon energy cycle is transforming the electric grid, building design and management, industrial production and transportation networks. Rising electricity demand and increasing costs continue to help drive growth. We help our clients evaluate new technical advances and implement sustainable cost-effective solutions to advance and transform the delivery and consumption of energy and other government infrastructure. We also have a long history of serving municipal governments in planning and managing the energy transition and other infrastructure management challenges.

2025 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.

The Board composition evidences our Board’s commitment to representing the long-term interest of shareholders through continuous effort to obtain representation of individuals with diverse skills, qualifications, experiences, and perspectives. Our Board consists of 29% gender diversity, and 14% of our directors are from underrepresented groups.

Executive Officer Compensation

Our CC designs our executive compensation program to motivate our executives to execute our business strategies and deliver long-term stockholder value. We pay for performance with compensation dependent on our achievement of financial and business performance objectives while aligning our executive leadership team’s interests to create value for our stockholders.

NEO Compensation Components(1)

Compensation Highlights

Underlying our compensation program is an emphasis on sound governance practices. These practices are summarized below and described in further detail in the CD&A section below.

Sustainability

Our business model is focused on improving efficiency and sustainability in the businesses and communities with which we work. A significant portion of our revenues is derived from improving energy efficiency and resilience, reducing greenhouse gases, transitioning to clean energy, and making infrastructure more sustainable and cost-effective. We integrate the environmental, social and governance ("ESG") framework into our business practices and decision-making. We are committed to operating responsibly and ethically and to the protection of our planet as we grow our business in the communities where we live and work.

Our goal is to incorporate best practices to minimize our environmental impact, as we help our clients more efficiently produce, consume, and distribute energy and reduce carbon intensity in pursuit of their own sustainability goals.

Our solutions and services have a low carbon intensity, as we do not manufacture or distribute products, making our environmental impact relatively small. As a professional services firm, we believe our main contributors to environmental impact are company owned/leased vehicles used in the delivery of our services, leased office space, business travel, and waste, which is primarily paper use.

Our ESG framework spans the following six categories:

Corporate Governance

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

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

In addition to the above corporate governance documents, further information on Sustainability and other company policies, such as our Human Rights Policy and participation in the United Nations Global Compact, can be found at willdan.com/CorporateSustainability.

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

Our 24-hour hotline (“Whistleblower Policy”) is managed by an outside party that is available to all stakeholders, including our employees, for the anonymous submission of complaints by telephone and internet. All complaints received from our 24-hour hotline related to accounting, internal controls, or auditing matters go directly to our AC chair. During fiscal year 2024, we did not receive any complaints relating to accounting, internal controls, or auditing matters.

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

Willdan Board of Directors

Overview

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

Director Independence

The Board has determined that each of Messrs. Cohen, McGinn, and Shahidehpour, and Mss. Downes and Reder are independent pursuant to the applicable independence requirements set forth in the rules of the listing standards for the Nasdaq Stock Market (the “Nasdaq Rules”) and by the SEC because they either have no relationship with the Company (other than as a director and stockholder) or because any relationship they have with the Company is immaterial. Under these standards of independence, for a director to be considered independent, the director must, among other things, not be an executive officer or employee of the Company or its subsidiaries and the director must not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Dr. Brisbin, as a result of being the Company’s former CEO and having retired from this position in December 2023, does not qualify as independent. Mr. Bieber, due to his employment as our President and CEO, does not qualify as independent. In addition, the Board previously affirmatively determined that Keith Renken was an independent director during the period in 2024 during which he served on the Board. Mr. Renken retired from his position as a director on March 5, 2024.

Board Leadership Structure

Our Board does not have a policy with respect to whether the roles of CEO and Chairman should be separated or combined. In the past, we had a combined Chairman/CEO role as well as a Lead Independent Director. 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. Effective December 30, 2023, Mr. Bieber was appointed CEO, and we separated the roles of CEO and Chairman of the Board at that time.

Our current Lead Independent Director, Steven A. Cohen, was first appointed by the Board in March 2021, and has been re-appointed annually since.

Board Committees

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

Each of these committees regularly reports to the Board as a whole. The following summaries identify the members of each committee as of the date of this Proxy Statement. The composition of each committee may change from time to time. In 2025, the composition of all four standing committees were updated and approved by the Board.

Board Skills and Experience

Our amended and restated bylaws provide that the authorized number of directors of the Board shall be set by a resolution of the Board. The Board has fixed the number of directors at seven. We believe a limited number of directors helps maintain personal and group accountability. All of our current directors have been nominated for election by the Board upon recommendation by the NCGC. Although the Company does not have a formal policy regarding attendance by members of the Board at the Company's annual meeting of stockholders, the Company encourages directors to attend. The following matrix provides information regarding the members of our Board as of April 18, 2025:

The matrix is intended to be a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board.

*Mr. Bieber was appointed a director on December 30, 2023.

Corporate Governance Policies

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

Executive Sessions

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

Oversight of Risk Management

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

Cybersecurity is a critical part of risk management at Willdan. The Board is responsible for overseeing our cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats. The Company’s cybersecurity team helps identify and assess risks from cybersecurity threats by monitoring and evaluating the Company’s threat environment using various methods. The Company uses third-party cybersecurity consultants and auditors who help its cybersecurity team in identifying, assessing, and managing material risks from cybersecurity threats, including by evaluating and enhancing our cybersecurity posture. In 2020, the Company completed an ISO/IEC 27001:2013 certification process for some of its information security systems and, in 2022, the Company completed a Systems and Organization Controls 2 (“SOC 2”) certification process for some of its information security systems. The Company performs ongoing assessments of its cybersecurity risks, and in conjunction with the ISO 27001 and SOC 2 certifications, the Company undergoes annual external audits that include reviews of its cybersecurity risk assessment processes and policies. These audits are a useful tool for ensuring that we maintain a robust cyber security program to protect our investors, customers, employees, and intellectual property. The Company has information security training and compliance programs which regularly tests employees and executives on items such as phishing attacks. We also maintain a cyber security insurance program which is reviewed on an annual basis. The oversight responsibility of the Board and its committees is supported by Company management and the risk management processes that are currently in place.

Insider Trading Policy

We have an insider trading policy (our “Insider Trading Policy”) and procedures that govern the purchase, sale and other dispositions of our securities by our directors, officers, employees their family members and related parties (as defined in our Insider Trading Policy), and any outsiders whom the CEO or CFO may designate as insiders because they have access to material nonpublic information concerning the Company. We believe the Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. In addition, it is the Company’s practice to comply with the applicable laws and regulations relating to insider trading. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 27, 2024.

Policy on Hedging and Pledging

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

Executive Development and Succession Planning

Our Board is involved in the identification and cultivation of our future leaders. The NCGC works on an annual basis with the CEO to review, maintain and revise, as necessary, the Company’s succession plan upon the CEO's retirement and in the event of an unexpected occurrence. The CEO reports annually to the Board on succession planning for the CEO and senior management positions, including a discussion of assessments, leadership development plans and other relevant factors. The CEO also makes available to the NCGC on a continuing basis, the CEO's recommendations regarding his successor should he become unexpectedly disabled.

Stockholder Submission of Director Nominees

The NCGC will consider director candidates recommended by stockholders. Properly communicated stockholder recommendations will be considered in the same manner and using the same criteria as used for any other director candidate. To be properly communicated, stockholders desiring to recommend candidates for consideration by the NCGC and the Board should submit their recommendations in writing to 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.”

Director Qualifications

Our NCGC seeks candidates exhibiting a diversity of skills, experience, personal background and perspective. Qualifications that are particularly desirable for our directors to possess in order to provide oversight and stewardship of our company include the following:

The grid below summarizes the qualifications of our director nominees:

Board Refreshment

Our governance policies reflect our belief that directors should not be subject to term limits. While term limits could facilitate fresh ideas and viewpoints being consistently brought to the Board, we believe they are counterbalanced by the disadvantage of causing the loss of a director who over a period of time has developed insight into our strategies, operations, and risks and continues to provide valuable contributions to Board deliberations. This practice balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.

Our Board is receptive to board refreshment and to having highly qualified and independent perspectives. Of our seven director nominees, three joined our Board since 2021.

Active Stockholder Engagement and Communications

Stockholder Engagement

Stockholder feedback is integral to the Board’s decision-making process and plays a key role in shaping the Company’s policies, practices and disclosures. Our President & CEO, CFO, and VP of Investor Relations regularly engage with stockholders to gain and share insights on the business and governance topics that matter most to them. These discussions offer an opportunity to deepen understanding of our business model, long-term growth strategy, executive compensation philosophy and program, risk management approach, support of our Board members, and commitment to sound corporate governance. Feedback received through this process is routinely shared with the Board and its committees and is carefully considered as part of our ongoing governance and disclosure practices. In addition to senior management, members of our CC are available for consultation with our major shareholders when requested.

In 2024, we met with over 90 investors, both current and potential shareholders, representing over 50% of our shares of common stock outstanding

These meetings were conducted in person, via teleconference, via videoconference, or one-on-one at industry conferences. Our engagement activities take place throughout the year and we also conduct quarterly earnings calls where we try to answer many of the new questions that we receive during our investor outreach.

Communications With the Board

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

All such communications will be reviewed by the Corporate Secretary or their designee for the sole purpose of determining whether the contents represent a message to the Board. The Corporate Secretary will forward copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or its committees or that they otherwise determine requires the attention of any member, group or committee of the Board. The Corporate Secretary will not forward junk mail, job inquiries, business solicitations, offensive or otherwise inappropriate materials.