Willdan Group (WLDN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, via virtual audiocast, with stockholders able to vote and ask questions online.

• Key business includes electing seven directors, ratifying the auditor, approving executive compensation, setting the frequency of say-on-pay votes, and amending the 2008 Performance Incentive Plan.

• The company reported record 2024 results: $565.8M revenue, $22.6M net income, $56.8M adjusted EBITDA, and $72.1M cash from operations.

• Strategic acquisitions in 2024 expanded capabilities in electrical engineering, management consulting, and energy solutions for various industries.

Voting matters and shareholder proposals

• Proposals include: electing seven directors, ratifying Crowe LLP as auditor, advisory approval of executive compensation, advisory vote on frequency of say-on-pay (recommended: one year), and amending the 2008 Plan to increase share limits.

• Board recommends voting FOR all proposals and ONE YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of seven directors, with 71% independent and 29% gender diversity; 14% from underrepresented groups.

• Board committees: Audit, Compensation, Nominating & Corporate Governance, and Strategy, Mergers & Acquisitions.

• In 2024, the roles of CEO and Chairman were separated; Steven A. Cohen serves as Lead Independent Director.

• Directors are expected to attend all meetings; new director orientation and ongoing education are provided.

• Board refreshment: three of seven directors joined since 2021.