Sector: Industrials
WILLDAN GROUP INC · Meeting: June 17, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Willdan's 3-year stock return of 399% vastly exceeds the peer group median of 28%, clearing the strong-positive TSR threshold by over 370 percentage points, so no TSR trigger fires; Brisbin has deep relevant industry and leadership experience and attended 100% of meetings.
As CEO and director since December 2023, Bieber joined within the past 24 months and is exempt from the TSR trigger under the new-director exemption; his engineering and M&A background is directly relevant to Willdan's business.
Willdan's 3-year stock return of 399% far exceeds the peer group median, so no underperformance trigger fires; Cohen brings relevant environmental policy expertise, serves as Lead Independent Director, and attended 100% of meetings.
No TSR trigger applies given Willdan's exceptional 3-year outperformance versus peers; Downes is a CPA and former CFO who qualifies as an audit committee financial expert, with directly relevant financial and industry experience.
No TSR trigger applies; McGinn brings deep energy and defense policy expertise that is directly relevant to Willdan's grid modernization and government services business, and attended 100% of meetings.
No TSR trigger applies; Reder has strong energy-sector and engineering credentials including IEEE Fellow status and National Academy of Engineering membership, directly relevant to Willdan's core business, and attended 100% of meetings.
No TSR trigger applies; Shahidehpour is a leading academic expert in smart grid and electricity systems, bringing directly relevant technical expertise, and attended 100% of meetings.
All seven director nominees receive a FOR vote. Willdan's 3-year stock price return of approximately 399% dramatically outperforms the disclosed peer group median of 28%, meaning no TSR underperformance trigger fires for any director. CEO Bieber is additionally protected by the 24-month new-director exemption. The board is 71% independent, includes an audit committee financial expert, and all directors attended 100% of meetings in fiscal 2025. The board skills matrix is disclosed and shows relevant expertise across all nominees.
CEO
Michael A. Bieber
Total Comp
$3,637,831
Prior Support
91%%
CEO total compensation of approximately $3.6 million is reasonable for a professional services company of Willdan's size and complexity, and the prior year say-on-pay vote received strong 91% shareholder support indicating broad satisfaction. The compensation program is well-structured, with 55% of long-term equity awards being performance-based (tied to Adjusted EBITDA and Adjusted Diluted EPS growth over three-year periods, with a relative total shareholder return modifier), supported by a robust clawback policy, bonus ceiling caps, and meaningful stock ownership requirements. Pay-for-performance alignment is strong given Willdan's record financial results in fiscal 2025 — including $52.6 million net income and $80.1 million in cash from operations — and exceptional 3-year stock price performance of approximately 399%.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
$979,900
Non-Audit Fees
$75,000
Non-audit fees of $75,000 represent approximately 7.7% of audit fees of $979,900, well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed in the filing so the tenure trigger cannot fire; Crowe is a large national firm appropriate for a $1.2B market-cap company; no material restatements are disclosed.
The 2026 Willdan Group annual meeting ballot is straightforward, with FOR votes appropriate on all three standard proposals — director elections, auditor ratification, and say-on-pay. Willdan has delivered exceptional shareholder returns over the past three years (approximately 399% price return, vastly outperforming its disclosed peer group median of 28%), its compensation program is well-designed with meaningful performance linkage and strong governance practices, and its auditor fees show no independence concerns.
15 companies disclosed in 2026 proxy filing
