Willdan Group, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures defined in Rule 13a-15(e) under the Exchange Act, as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, Michael A. Bieber, and our Chief Financial Officer, Creighton K. Early, as appropriate to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 29, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, as of December 29, 2023. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 29, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Our management concluded that, as of December 29, 2023, our internal control over financial reporting was effective based on these criteria. Report of Independent Registered Public Accounting Firm Crowe LLP, the independent registered public accounting firm that audited the fiscal year 2023 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 29, 2023, which is included herein. Changes in Internal Controls There have been no changes in our internal control over financial reporting during the quarter ended December 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ​ 103 Table of Contents ​ ITEM 9B. OTHER INFORMATION Rule 10b5-1 ​ None . ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ​ None. ​ ​ 104 Table of Contents PART II I ​ ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors The following provides information about each of our directors, 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 director currently serves as a director or served as a director during the past five years. Each of our directors will hold office until the 2024 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal. ​ ​ ​ ​ ​ 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 ​ 105 Table of Contents ​ ​ ​ ​ 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. ​ ​ ​ 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 ​ ​ ​ 106 Table of Contents 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 ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ 107 Table of Contents ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 108 Table of Contents 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 March 7, 2024. The composition of each committee may change from time to time. ​ ​ ​ ​ ​ ​ Audit Committee ​ ​ ​ ​ ​ Meetings in FY 2023: 5 Average Attendance in FY 2023: 100% ​ ​ ​ ​ Chair: ​ ​ Cynthia A. Downes ​ ◾ Oversee the integrity of the Company’s financial statements and financial reporting ​ ​ ​ Members: ​ ◾ Oversee compliance with legal and regulatory requirements Steven A. Cohen Wanda K. Reder ​ ​ ​ ◾ Discuss policies with respect to risk assessment, monitoring and mitigation with management and independent auditor ​ ​ ​ All members satisfy the audit committee experience and independence standards required by the Nasdaq Rules and the Exchange Act and have been determined to be financially literate in accordance with the Nasdaq Rules. ​ ◾ Review q ualifications and independence of the Company’s independent registered public accounting firm ​ ​ ​ ◾ Review p erformance of the Company’s internal reporting and audit functions ​ ​ ​ Under applicable SEC regulations, Ms. Downes has been determined to be an "audit committee financial expert". ​ ◾ Oversee the Company’s disclosures controls and procedures and system of internal controls regarding finance, accounting, legal compliance and ethics ​ ​ ​ ​ ◾ Retain and oversee the independent auditor and review and approve the scope of the audit conducted by the independent auditor ​ ​ 109 Table of Contents ​ ​ ​ ​ ​ Compensation Committee ​ ​ ​ ​ ​ Meetings in FY 2023: 6 Average Attendance in FY 2023: 96% ​ ​ ​ ​ ​ Chair: ​ ​ Vice Admiral Dennis V. McGinn ​ ◾ Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, if and as required by applicable rules and regulations ◾ Review, evaluate and make recommendations to the full Board with respect to management’s proposals regarding the Company’s overall compensation policies, and recommend performance-based incentives that support and reinforce the Company’s long-term strategic goals, organization objectives and stockholder interests ◾ Annually review and approve objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those objectives and set the Chief Executive Officer’s compensation level based on this evaluation ​ ​ ​ Members: Cynthia A. Downes Wanda K. Reder Mohammad Shahidehpour ​ ​ ◾ Consider and approve the selection, retention and remuneration arrangements for senior executive officers and establish, review and approve compensation plans in which any executive officer is eligible to participate ​ ​ ​ All members satisfy the independence standards required by the Nasdaq Rules and Exchange Act. ​ ◾ Make recommendations to the Board with respect to the Company’s incentive-compensation plans and equity-based compensation plans and approve for submission to stockholders all new stock option and equity compensation plans, including amendments or supplements thereto ​ ​ ​ ​ ​ ◾ Administer the Company’s 2008 Plan, 2006 Stock Incentive Plan (the “2006 Plan”) and the ESPP All members qualify as "nonemployee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. ​ ​ ​ ◾ Authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers including all NEOs (as defined below) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nominating & Corporate Governance Committee Meetings in FY 2023: 6 Average Attendance in FY 2023: 96% ​ Evaluate the size and composition of the Board, review and develop critieria for Board membership, and evaluate the independence of existing and prospective directors ​ ​ Chair: ​ ​ Mohammad Shahidehpour ​ ◾ Evaluate the size and composition of the Board, review and develop criteria for Board membership, and evaluate the independence of existing and prospective directors ​ ​ ​ Members: Steven A. Cohen Vice Admiral Dennis V. McGinn Wanda K. Reder ​ ◾ Actively seek and evaluate qualified individuals to become new directors as needed , establish procedures to solicit, review and recommend to the Board potential director nominees proposed by stockholders and recommend to the Board the director nominees for the annual meeting of stockholders and any special meeting at which directors are elected ◾ Review the suitability of each Board member for continued service when his or her term expires and when he or she has a significant change in status ◾ Take diversity considerations into account when identifing director candidates ​ ​ ​ All members satisfy the independence standards required by the Nasdaq Rules and Exchange Act ​ ◾ Evaluate the nature, structure and operations (including authority to delegate to subcommittees) of other Board committees ​ ​ ◾ Periodically r eview and, in the NCGC’s discretion, recommend to the Board changes to, the Company’s certificate of incorporation, bylaws, corporate governance policies and practices, and other present or future policies of the Company as they relate to corporate governance matters ​ ​ ​ ​ 110 Table of Contents ​ ​ ​ ​ ​ Strategy, Mergers and Acquisitions Committee Meetings in FY 2023: 4 Average Attendance in FY 2023: 100% ​ ​ ​ ​ Chair: ​ Steven A. Cohen ​ ◾ Review with management, on a timely basis, significant financial matters of the Company and its subsidiaries, including matters relating to the Company’s capitalization, dividend policy and practices, credit ratings, cash flows, borrowing activities, and investments including mergers and acquisitions ​ ​ ​ ​ ◾ Review and recommend to the Board or take actions on behalf of the Board relating to the Company’s financial and strategic plans Members: ​ ​ Vice Admiral Dennis V. McGinn Mohammad Shahidehpour ​ ◾ Review and recommend to the Board actions relating to offerings of the Company’s debt or equity securities, purchases or disposals of treasury shares, except the repurchase of shares pursuant to approved employee benefit plans, stock splits or reclassification of shares any dividend declaration, guarantees of unconsolidated third party indebtedness and certain other financial transactions and strategies ​ ​ ​ ​ ​ ◾ In consultation with the AC, as appropriate, review periodically the Company’s risk management strategies ​ ​ ​ ​ ​ ◾ Be available to management as needed regarding various matters such as reviewing the relationships with the Company’s principal lending institutions and investment and strategic advisors ​ Management The following table sets forth the names, ages, and positions of our current executive officers, as of March 7, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years in Years at Name ​ Age ​ Title ​ Position @ ​ Willdan @ ​ ​ ​ ​ ​ ​ FYE 2023 ​ FYE 2023 Michael A. Bieber 55 President and Chief Executive Officer 7 (a) 9 Creighton K. Early 71 Executive Vice President and Chief Financial Officer 3 8 Micah H. Chen 52 Executive Vice President and General Counsel 6 7 (a) Mr. Bieber became Chief Executive Officer and a Director on December 30, 2023. ​ Biographical information concerning Mr. Bieber is set forth above under the caption “Directors”. Creighton K. Early was appointed Vice President and Chief Financial Officer, in April 2021, and was appointed Executive Vice President and Chief Financial Officer in December 2023. Mr. Early previously served as Executive Vice President of Willdan Energy Solutions, a subsidiary of the Company, and as Chief Financial Officer of various subsidiaries of the Company from December 2015 until his appointment to Vice President and Chief Financial Officer of the Company. Mr. Early also served as a member of the Board of Directors of H.W. Lochner, Inc., a private company, from April 2016 until H.W. Lochner, Inc. was sold in July 2021, and served as the Chairman of its audit committee from February 2021 to July 2021. Prior to joining us, Mr. Early served as Chief Financial Officer of both public and privately held companies, including three years with Infrastructure & Energy Alternatives LLC, a renewable energy construction company. He also previously spent 14 years at Earth Tech, Inc., a multinational infrastructure company, including serving as its Chief Financial Officer and as the President of its Global Water Management Division. Mr. Early holds a B.S. in Business Administration from Ohio State University and an M.B.A. from the University of Michigan. Micah H. Chen was appointed our General Counsel in March 2018, and was appointed Executive Vice President and General counsel in December 2023. Previously, Mr. Chen was our Legal Counsel from July 2017 to March 2018. Prior to joining us, Mr. Chen held various management positions at Aon Corporation’s Construction Services Group for nearly 10 years. From January 2016 to July 2017, Mr. Chen served as Managing Director and Senior Vice President of Aon Corporation. In this role, Mr. Chen was responsible for the group’s Account Executive practice for the West Region. From November 2008 to January 2016, Mr. Chen served as Senior Vice President of Aon Corporation. In this role, he provided risk management consultation and assisted in the evaluation and development of comprehensive risk management programs to many Top 100 Engineering-News Record clients, general contractors and multibillion-dollar 111 Table of Contents commercial construction projects. Mr. Chen received his B.A. in International Economics from the University of California, Los Angeles and his J.D. from Western State University, School of Law. Material Litigation There are currently no ongoing material proceedings in which any director or executive officer is a party adverse to the Company or any of its subsidiaries, or in which any director or executive officer has a material interest adverse to the Company or any of its subsidiaries, and no such event that would be material to an evaluation of the ability or integrity of any director or executive officer has occurred in the past ten years. ​ Code of Ethics The Company expects that all of its directors, officers and employees will maintain a high level of integrity in their dealings with and on behalf of the Company and will act in the best interests of the Company. The Company has adopted a Code of Ethical Conduct, which provides principles of conduct and ethics for the Company’s directors, officers and employees, including employees of the Company’s subsidiaries. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and the Nasdaq Rules. This Code of Ethical Conduct is available on the Company’s website at www.willdan.com under “Investors—Corporate Governance—Governance Documents” and is also available in print, without charge, to any stockholder who requests a copy by writing to our Secretary at 2401 East Katella Avenue, Suite 300, Anaheim, California 92806. To the extent required by rules adopted by the SEC and the Nasdaq Stock Market, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors on our website at www.willdan.com under “Investors—Corporate Governance.” In 2021, we updated our Code of Ethical Conduct whereby all employees must review and sign on an annual basis. Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and the Nasdaq Global Market. Officers, directors and greater than 10% stockholders are required by the SEC’s regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such reports furnished to us, all Section 16(a) filing requirements applicable to our executive officers, directors, and greater than 10% beneficial owners were timely satisfied in fiscal 2023. ​ 112 Table of Contents ITEM 11. EXECUTIVE COMPENSATION 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. Executive Officer Group Compensation Components (1) (1) Based on active NEOs as of fiscal year-end 2023. See the Compensation Discussion and Analysis (“CD&A”) section below for a description of the manner in which these amounts are determined. ​ 113 Table of Contents 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. ​ ​ ​ ​ We Do Structure a significant portion of compensation to be at risk and tied to Company performance Include clawback provisions for cash bonuses, and PBRSUs Perform annual say-on-pay advisory vote for stockholders Minimum vesting requirements Review officer compensation against our peer group Deliver pay that is aligned with performance (below target for performance below target and above target for performance above target) Maintain stock ownership goals for management and all officers and non-employee directors Solicit feedback on executive compensation through stockholder engagement Utilize an independent external compensation consultant every two years whose independence is reviewed by CC ​ ​ ​ ​ ​ 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 ​ 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 FY 2023 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 FY 2023. 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. 114 Table of Contents In general, the majority of the compensation provided to nonemployee directors is delivered in equity to align director interests with those of our stockholders. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ (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 in this Annual Report on Form 10-K. (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. (3) Mr. Renken retired from his position as Director effective March 5, 2024. Annual Retainer and Meeting Fees The following table sets forth the schedule of annual retainers and meeting fees for each Non-Employee Director in effect during FY 2023. ​ ​ ​ ​ ​ Fiscal Year Type of Fee 2023 Annual Board Retainer ​ $ 46,000 Additional Annual Retainer to Lead Independent Director ​ $ 15,000 Additional Annual Retainer to Chair of Audit Committee ​ $ 16,500 Additional Annual Retainer to Chair of Compensation Committee ​ $ 12,000 Additional Annual Retainer to Chair of Strategy, Mergers and Acquisitions Committee ​ $ 12,000 Additional Annual Retainer to Chair of Nominating and Governance Committee ​ $ 12,000 Additional Annual Retainer to Member of Audit Committee ​ $ 6,000 Additional Annual Retainer to Member of Compensation Committee ​ $ 6,000 Additional Annual Retainer to Member of Strategy, Mergers and Acquisitions Committee ​ $ 6,000 Additional Annual Retainer to Member of Nominating and Governance Committee ​ $ 6,000 ​ Compensation for Non-Employee Directors during FY 2023 generally consisted of an annual retainer, fees for work related to board committees and a restricted stock grant award. All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur serving as directors. Restricted Stock Awards In June 2023, Messrs. Cohen, McGinn, Renken, and Shahidehpour and Mss. Downes and Reder were granted a restricted stock award of 3,585 shares under the 2008 Plan. Each restricted stock award granted to our Non-Employee Directors in FY 2023 is subject to a two year vesting schedule, with 50% of the award vesting on each of the first and second anniversaries of the grant date, subject in each case to the Non-Employee Director’s continued service through the applicable vesting date. 115 Table of Contents Executive Compensation Compensation Discussion and Analysis This CD&A and compensation tables and disclosures that follow focus primarily on compensation awarded to, earned by, or paid to our Named Executive Officers identified in the “Summary Compensation Table,” whom we refer to in this section as our “NEOs.” This section also describes the role and involvement of various parties in our executive compensation analysis and decisions, and provides a discussion of the process and rationale for the decisions of our CC to compensate our NEOs with specific types and amounts of compensation. 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: ​ ​ ​ ​ 116 Table of Contents 2023 Named Executive Officers Our NEOs include our principal executive officer during fiscal 2023, our principal financial officer during fiscal 2023, and our three other most highly compensated executive officers at the end of fiscal 2023: ​ ​ ​ ​ ​ Name Age Title Thomas D. Brisbin (1) 71 Chairman of the Board and Chief Executive Officer Michael A. Bieber (2) 55 President Creighton K. Early 71 Vice President and Chief Financial Officer Micah H. Chen ​ 52 ​ General Counsel Paul M. Whitelaw (3) ​ 52 ​ Former Senior Vice President, Business Development ​ (1) Dr. Brisbin retired from his position as Chief Executive Officer effective December 29, 2023, but continues to serve as Chairman of the Board. (2) Mr. Bieber was appointed Chief Executive Officer on December 30, 2023. (3) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. Fiscal 2023 Performance Highlights ​ ​ ​ ​ ​ ​ ​ Gross Revenue - $510.1 Million Net Income (Loss) - $10.9 Million Adjusted EBITDA $45.7 Million Cash from Operations - $39.2 Million ​ ​ ​ ​ ​ Willdan’s record-setting success in fiscal 2023 was driven by the growth in the energy transition market and expanding revenue in municipal engineering and financial services. In fiscal 2023, we delivered organic year over year revenue growth of 18.9% and our common stock closed at $21.50 per share at the end of fiscal 2023, an increase of 20.4% compared to $17.85 at the end of fiscal 2022. Willdan serves one of the most dynamic market segments 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. Willdan helps its 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. Willdan also has a long history of serving municipal governments in planning and managing the energy transition and other infrastructure management changes. 2023 Say-on-Pay Vote and Executive Compensation Program ​ ​ ​ ​ ​ ​ ​ Who We Engaged During 2023 Overall, we contacted 39 investors, representing over 65% of our shares of common stock outstanding as of the end of fiscal year 2023. Stockholders representing 63% of our shares of common stock provided feedback. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 117 Table of Contents We value our stockholders’ opinions about our governance policies and practices and actively solicit input from our stockholders. Through regular ongoing dialogue with stockholders and potential investors throughout the year, the proxy season, and sustainability reporting, we proactively engage in stockholder outreach. In addition to senior management, members of our Compensation Committee are available for consultation with our major shareholders. We recognize the value that stockholders’ feedback provides, and we continue regular stockholder engagement activities to gain their perspective. Throughout 2023, our CEO, President, CFO, and VP of Investor Relations contacted 40 investors, representing over 65% of our shares of common stock outstanding as of the end of fiscal year 2023, as well as potential holders of our equity. In addition to senior management, members of our CC engaged with stockholders. ​ ​ ​ ​ ​ ​ ​ TOPICS WE COVERED Corporate Governance Executive Compensation Board Composition Financial Performance ESG/Sustainability ​ ​ ​ ​ ​ 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. 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 payout formula in 2020 to provide rigor linking pay with performance 118 Table of Contents 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” 119 Table of Contents 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 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 ​ Incentive Compensation Recovery (Clawback) Policy The Company has a comprehensive clawback policy applicable to both short-term cash-based performance bonuses and long-term equity-based compensation. On October 2, 2023, the Company amended and restated the existing clawback policy to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, and Nasdaq Listing Rule 5608. Our clawback policy states that, if there is an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or 120 Table of Contents that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must reasonably promptly recoup the full amount of any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure received by a covered officer during the three completed fiscal years immediately preceding the accounting restatement date that exceeds the amount of incentive compensation that would have been received had such amount been determined based on the accounting restatement, computed without regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions). For any compensation plans or programs that take into account incentive compensation, the amount of recoverable incentive compensation includes, without limitation, the amount contributed to any notional account based on recoverable incentive compensation and any earnings to date on that notional amount. For any incentive compensation that is based on stock price or total stockholder return, where the recoverable incentive compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the administrator will determine the amount of recoverable incentive compensation based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the incentive compensation was received. The Company has not had any actions related to recovery of any erroneously awarded compensation during or after our last completed fiscal year. Stock Ownership Guidelines and Holding Policy In 2020, the CC adopted stock ownership guidelines for executives and non-employee directors to further align the interests of executives and directors with those of stockholders. All officers and non-employee directors have three years from taking their positions to comply with these guidelines. All executive officers and directors are currently in compliance with these guidelines as of March 7, 2024. ​ Position Unit Measure Factor Years to Achieve Compliance In Compliance as of 3/7/2024 CEO Base Salary 5x 3 Yes President Base Salary 3x 3 Yes Section 16 Officers Base Salary 1x 3 Yes Non-employee Directors Minimum holding $115,000 in stock value Not Applicable By end of 3 years of service Yes (1) (1) Excludes Ms. Downes and Ms. Reder, who have not yet reached three years of Board service ​ Our Stock Holding Policy 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. ​ 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 ​ ​ ​ ​ ​ Our executive compensation program’s primary objective is aligning our executives’ pay with the long-term interests of our stockholders. Cash bonuses and long-term equity incentives are the elements of our executive compensation program that are “at risk”, and are designed to reward performance and align with stockholders in creating long-term value. 121 Table of Contents Overall, we target to reward short and long-term financial, strategic and operational performance, while facilitating the Company’s need to attract, motivate, develop and retain highly-qualified executives who are critical to our long-term success. Our executive compensation philosophy is to: ■ Align the long-term interests of our executives with those of the stockholders; ■ Attract, motivate, reward, and retain the top contributors upon whom, in large part, our success depends; ■ Be competitive with compensation programs for companies of similar size and complexity with whom we compete for talent, including direct competitors; ■ Provide compensation based upon the short-term and long-term performance of both the individual executive and the Company; and ■ Strengthen the relationship between pay and performance by emphasizing variable, at-risk compensation that is dependent upon the successful achievement of specified corporate and individual goals. In structuring our executive compensation arrangements, our CC considers how each compensation element fits within our overall philosophy of long-term shareholder value. Our compensation program is comprised of three elements: ■ Base Salary – primarily intended to attract and retain top contributors. We believe that in order to attract and retain top executives, we need to provide our executive officers with compensation levels that reward their continued service and are competitive; ■ Annual Cash Bonus – primarily intended to motivate the NEOs to achieve our short-term performance objectives; and ■ Long-Term Equity-Based Incentive Compensation – primarily intended to align our NEOs’ long-term interests with stockholders’ long-term interests. 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. 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. ◾ 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. ● 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 ◾ 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. ● 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. 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. 122 Table of Contents 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. 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. Role of the Compensation Committee Pursuant to its charter, the CC of our Board has the authority to determine the amount of compensation given to each of the NEOs. The CC implements our executive compensation philosophy, and is responsible for administering our equity compensation plans, including approving grants of awards under the plans. In performing its duties, the CC is authorized to consider the recommendations of our CEO when determining the compensation of the other NEOs. All of the members of the CC are independent directors. The elements of our executive compensation program were each approved by the CC. None of the NEOs is a member of the CC or, except for recommendations made by our CEO with respect to the compensation of the other NEOs, had any role in determining the compensation of the NEOs. The CC is authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers (including all of the NEOs). In 2022, the CC hired Pearl Meyer to evaluate and compare the compensation practices for executive management and the Board. The CC was directly responsible for the appointment, compensation and oversight of Pearl Meyer and, at the time of their appointment, assessed the independence of Pearl Meyer pursuant to applicable SEC and Nasdaq Rules and concluded that no conflict of interest existed with respect to such consultant’s services to the CC. Pearl Meyer reported only to the CC and did not perform any other services for us. 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. ​ ​ 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. * Removed from our Compensation Peer Group at the time of their respective acquisition dates and delisting. ​ 123 Table of Contents 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. Role of Shareholder Say-on-Pay Votes ​ ​ ​ ​ ​ ​ ​ Responsive to Stockholder Concerns and Feedback ​ ​ ​ ​ The Company annually offers stockholders the opportunity to cast an advisory vote on our executive compensation program. This annual vote is known as the “say-on-pay” proposal. At the 2023 Annual Meeting, approximately 44% of the votes cast supported our fiscal year 2022 executive compensation. We value our stockholders' opinions about our governance policies and practices, and we actively solicit input through our stockholder engagement activities that are described in detail above. As a direct result of stockholder feedback, we implemented several enhancements to our corporate governance and executive compensation program. We welcome feedback on our corporate governance program that this active and ongoing engagement with stockholders provides. In 2019, our stockholders included their approval of the Board and management recommendation that we solicit a say-on-pay vote on an annual basis. Our Board has adopted a policy that is consistent with that preference and, accordingly, we are holding a say-on-pay vote at this annual general meeting. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2025. Executive Compensation Program Elements 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) and our President. ​ ​ ​ ​ ​ ​ ​ ​ ​ Named Executive Officer Base Salary at end of FY 2023 Base Salary at end of FY 2022 ​ Thomas D. Brisbin (1) ​ $ 505,003 ​ ​ $ 505,003 ​ Michael A. Bieber ​ $ 440,003 ​ ​ $ 440,003 ​ Creighton K. Early ​ $ 374,725 ​ ​ $ 325,000 ​ Micah H. Chen ​ $ 341,074 ​ ​ $ 315,016 ​ Paul Whitelaw ​ $ (2) ​ ​ $ 248,778 ​ (1) Dr. Brisbin retired from his position as Chief Executive Officer, effective December 29, 2023. (2) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. 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). 124 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ 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% 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 125 Table of Contents 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. ​ ​ ​ ​ ​ ​ % 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% 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. 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: (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; (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; (iii) Consummation of a sale or other disposition by the Company of all or substantially all of the Company’s assets; (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 . 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 126 Table of Contents 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. 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. 127 Table of Contents 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. 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 Annual Report. ​ ​ ​ Compensation Committee of the Board ​ ​ ​ Dennis V. McGinn (Chair) ​ Cynthia A. Downes Wanda K. Reder Mohammad Shahidehpour ​ 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. ​ 128 Table of Contents Compensation of Named Executive Officers 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ (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. (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 Note 10 (Stockholders’ Equity) to our consolidated financial statements, included in this 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. (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 this Annual Report on Form 10-K. (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. (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. (6) Mr. Whitelaw resigned from his position as Senior Vice President, Business development, effective February 1, 2023. (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. ​ 129 Table of Contents Compensation of Named Executive Officers The Summary Compensation Table above quantifies the value of the different forms of compensation earned by or awarded to our NEOs in each applicable fiscal year. As described in the “Compensation Discussion and Analysis” section above, the primary elements of each NEOs total compensation reported in the table for 2023 are base salary, performance bonus and a long-term equity incentive awards. NEOs also received the other benefits listed in the “All Other Compensation” column of the Summary Compensation Table, as further described in the footnotes above. The Summary Compensation Table should be read in conjunction with the “Compensation Discussion and Analysis” section above and the tables and narrative descriptions that follow. A description of the material terms of each Named Executive Officer’s employment agreement, if any, is provided immediately following this paragraph. Description of Employment Agreements, Salary and Bonus Amounts On May 3, 2011, we entered into an amended and restated employment agreement with Dr. Brisbin that provided for Dr. Brisbin to receive a base salary and an annual incentive bonus as determined by the CC. The annual target bonus for Dr. Brisbin under this agreement was 100% of his annual base salary. Dr. Brisbin was also entitled to participate in benefit plans made available to our employees generally. 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. In connection with the management transition due to Dr. Brisbin’s retirement as CEO, 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. On December 17, 2014, we entered into an offer letter with Mr. Bieber. The letter provides that Mr. Bieber’s employment is on an “at-will” basis and for his initial base salary to be $270,000 per year. In conjunction with Mr. Bieber’s promotion to CEO on December 30, 2023, his salary was increased to $525,000 per year. The Company has not entered into an employment agreement or offer letter with Mr. Early, Mr. Chen, or Mr. Whitelaw. The Company entered into a separation agreement with Mr. Whitelaw upon his resignation, as described above under “Severance”. The provisions of these agreements relating to severance benefits following a termination of the Named Executive Officer’s employment are described below under “Potential Payments Upon Termination or Change in Control.” 130 Table of Contents Grants of Plan-Based Awards in Fiscal 202 3 The following table provides additional information regarding the equity incentive awards granted to NEOs during fiscal 2023 under the 2008 Plan. See the “Compensation Discussion and Analysis” section above for a description of the material terms of the awards. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Future Payouts Under Equity ​ All Other Stock ​ ​ ​ ​ ​ ​ Incentive Plan Awards ​ Awards ​ Grant Date Fair Value ​ ​ ​ ​ ​ ​ Number of Shares ​ of Options Awards ​ ​ Grant ​ Threshold ​ Target ​ Maximum ​ of Stock or Units ​ and Stock Awards Name Date (#) ​ (#) (#) (#) ($) Thomas D. Brisbin ​ 3/7/2023 ​ ​ ​ — ​ — ​ 17,500 (1) ​ 312,025 ​ ​ 3/7/2023 ​ 1 ​ 22,500 (2) ​ 56,250 ​ — ​ 401,175 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael A. Bieber ​ 3/7/2023 ​ ​ ​ — ​ — ​ 13,300 (1) ​ 237,139 ​ ​ 3/7/2023 ​ 1 ​ 17,100 (2) ​ 42,750 ​ — ​ 304,893 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Creighton K. Early ​ 3/7/2023 ​ ​ ​ — ​ — ​ 22,800 (1) ​ 406,524 ​ ​ 3/7/2023 ​ 1 ​ 3,600 (2) ​ 9,000 ​ — ​ 64,188 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Micah H. Chen ​ 3/7/2023 ​ ​ ​ — ​ — ​ 2,800 (1) ​ 49,924 ​ ​ 3/7/2023 ​ 1 ​ 3,600 (2) ​ 9,000 ​ — ​ 64,188 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Paul M. Whitelaw (3) ​ — ​ — ​ — ​ — ​ — ​ — (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. (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. (3) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. 131 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ — ​ — ​ — ​ — ​ (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. (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. (3) These restricted stock awards were granted on March 7, 2023 and vest in substantially equal installments over three years from their grant date. (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. (5) Mr. Whitelaw’s resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. ​ 132 Table of Contents Option Exercises and Stock Vested in Fiscal 202 3 The following table provides information regarding the options exercised by each NEO and stock awards vested during 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) ​ — ​ — ​ — ​ — ​ (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. (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. (3) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. 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 $950,000 for the 2023 performance year, Dr. Brisbin did not receive any other severance benefits. Mr. Bieber’s offer letter does not provide for any additional severance benefits. As noted above, we have not entered into an employment agreement or offer letter that provides for the payment of severance benefits for any type of termination of employment with Mr. Bieber, Mr. Early, Mr. Chen, or Mr. Whitelaw. The Company did enter into a separation agreement with Mr. Whitelaw upon his resignation. 133 Table of Contents The following table sets forth the estimated payments and benefits that would be provided to each NEO employed at the end of fiscal 2023 in the event the Named Executive Officer’s employment is terminated as described above. In accordance with applicable SEC disclosure rules, these estimates assume a termination date of December 29, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continued Health ​ Equity ​ ​ ​ Severance Coverage Acceleration (1) Total Name ​ ($) ​ ($) ​ ($) ​ ($) Thomas D. Brisbin ​ — ​ — ​ — ​ — Michael A. Bieber ​ — ​ — ​ — ​ — Creighton K. Early ​ — ​ — ​ — ​ — Micah H. Chen ​ — ​ — ​ — ​ — Paul M. Whitelaw (2) ​ — ​ — ​ — ​ — ​ (1) Based on the closing price of our common stock on December 29, 2023. (2) Mr. Whitelaw resigned from his position as Senior Vice President, Business Development, effective February 1, 2023. 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: ■ 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. ■ 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. 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. 134 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Equity Compensation Plan Information The following table sets forth, for each of our equity compensation plans, the number of shares of common stock subject to outstanding awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 29, 2023. Our equity compensation plans consist of our 2006 Plan, our 2008 Plan and our ESPP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ securities ​ ​ ​ ​ ​ ​ ​ remaining available ​ ​ Number of securities ​ ​ ​ ​ for future issuance ​ ​ to be issued upon ​ ​ ​ ​ under equity ​ ​ exercise of ​ ​ ​ ​ compensation ​ ​ outstanding options, ​ Weighted-average ​ plans ​ ​ restricted stock ​ exercise price of ​ (excluding ​ ​ units, warrants ​ outstanding options, ​ securities reflected ​ ​ and rights ​ warrants and rights ​ in column (a)) Plan Category (a) (1)(2) (b) (3) (c) (4) Equity compensation plans approved by security holders 1,119,957 ​ $ 20.64 1,768,255 Equity compensation plans not approved by security holders — ​ — — Totals 1,119,957 ​ $ 20.64 1,768,255 ​ (1) Represents 787,105 underlying of shares of common stock related to outstanding options and 332,852 shares of common stock related to outstanding PBRSUs. (2) Excludes 170,955 shares subject to outstanding restricted stock awards. (3) Excludes PBRSUs from the weighted-average price calculation. (4) Represents 787,329 shares available for future issuance under our 2008 Plan, and 980,926 shares available for future issuance under our ESPP. Shares available under our 2008 Plan may be used for any type of award authorized in that plan (subject to certain limitations of the plan), including stock options, stock appreciation rights, stock units, restricted stock, performance-based awards, stock bonuses and other awards payable in shares of Company common stock. ​ Security Ownership Information Except as otherwise noted, the following table sets forth information as of March 6, 2024 with respect to: (i) each person known by us to own beneficially more than 5% of the outstanding shares of our common stock, based upon Schedule 13G and Schedule 13D reports filed with the SEC, (ii) each of our directors and director nominees, (iii) each of our NEOs (as defined in Item 11. Executive Compensation) and (iv) our directors and executive officers as a group. Unless otherwise noted below, the address of the persons listed in the table is c/o Willdan Group, Inc., 2401 East Katella Avenue, Suite 300, Anaheim, California 92806. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security or has the right to acquire such powers within 60 days. Under SEC rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which that person has no economic interest. Except as otherwise noted, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock reflected as beneficially owned, subject to applicable community property laws. All percentages in the following table are based on a total of 13,770,106 shares of common stock outstanding on March 6, 2024. ​ 135 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Amount of ​ Percent of ​ ​ Beneficial ​ Common Name and Address of Stockholder Ownership Stock 5% Stockholders ​ ​ ​ ​ ​ Forager Capital Management, LLC (1) ​ 1,922,186 ​ 14.0 % Amundi Asset Management (2) ​ 1,834,235 ​ 13.3 % BlackRock, Inc. (3) ​ 889,208 ​ 6.5 % Named Executive Officers, Directors and Director Nominees ​ ​ ​ ​ ​ Thomas D. Brisbin (4) 722,620 5.2 % Michael A. Bieber (5) 335,107 2.4 % Micah H. Chen (6) 94,175 * ​ Steven A. Cohen (7) ​ 25,320 ​ * ​ Cynthia A. Downes (8) ​ 7,643 ​ * ​ Creighton K. Early (9) ​ 106,722 ​ * ​ Dennis V. McGinn (10) ​ 14,599 ​ * ​ Wanda K. Reder (11) ​ 7,497 ​ * ​ Keith W. Renken (12) 141,720 1.0 % Mohammad Shahidehpour (13) 15,792 * ​ Paul M. Whitelaw (14) ​ 48,219 ​ * ​ All current Directors, Director Nominees and Executive Officers as a group (11 persons) 1,519,414 11.0 % ​ * The percentage of shares beneficially owned by this executive officer or director does not exceed one percent of the Company’s outstanding stock. (1) Beneficial ownership information is given as of June 6, 2023 and was obtained from a Schedule 13D filed with the SEC on June 6, 2023 by Forager Fund, L.P., a Delaware limited partnership (“Fund”), Forager Capital Management, LLC, a Delaware limited liability company (“GP” or the “Investment Adviser”), Edward Kissel and Robert MacArthur. The Schedule 13D states that the Fund owns 1,524,976 shares of common stock, (ii) the Investment Adviser, as the sole general partner of the Fund and as the investment adviser of a separate account, beneficially owns 1,910,513 shares of common stock, (iii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 1,921,915 shares of common stock and (iv) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 1,910,784 shares of common stock. Each of the Fund and the Investment Adviser has the sole power to vote and dispose of the shares of common stock beneficially owned by such entity (as described above). Mr. Kissel has the sole power to vote and dispose of 11,402. The principal office or business address of Forager Fund, L.P. is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203. (2) Beneficial ownership information is given as of December 31, 2023 and was obtained from a Schedule 13G* filed with the SEC on February 14, 2024 by Amundi Asset Management. The Schedule 13G* states that Amundi Asset Management has shared voting power over 1,573,547 shares and shared dispositive power over 1,834,235 shares. The principal office or business address of Amundi Asset Management is 90 Boulevard Pasteur, 75015 Paris, France. (3) Beneficial ownership information is given as of December 31, 2023 and was obtained from a Schedule 13G filed with the SEC on January 29, 2024 by BlackRock, Inc. The Schedule 13G states that BlackRock, Inc. has sole voting power over 871,611 shares and sole dispositive power over 889,208 shares. The principal office or business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (4) The 722,620 shares of common stock held directly by Dr. Brisbin consist of 397,620 shares of common stock and 325,000 shares of common stock subject to options exercisable on or before June 16, 2024. The 397,620 shares of common stock held directly by Dr. Brisbin, of which (i) 17,500 shares of restricted stock that vest in three substantially equal installments on each of March 7, 2024, March 7, 2025 and March 7, 2026 and (ii) 12,500 shares of restricted stock that vest in two substantially equal installments on each of March 9, 2024 and March 9, 2025. Dr. Brisbin resigned as our Chief Executive Officer, effective December 29, 2023. (5) The 335,107 shares of common stock held directly by Mr. Bieber consist of 140,676 shares of common stock and 194,431 shares of common stock subject to options exercisable on or before June 16, 2024. The 140,676 shares of common stock held directly by Mr. Bieber, of which 13,300 shares of restricted stock that vest in three substantially equal installments on each of March 7, 2024, March 7, 2025 and March 7, 2026. (6) The 94,175 shares of common stock held directly by Mr. Chen consist of 24,175 shares of common stock and 70,000 shares of common stock subject to options exercisable on or before June 16, 2024. The 24,175 shares of common stock held directly by Mr. Chen, of which (i) 2,800 shares of restricted stock that vest in three substantially equal installments on each of March 7, 2024, March 7, 2025 and March 7, 2026 . (7) The 25,320 shares of common stock held directly by Mr. Cohen include 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. (8) The 7,643 shares of common stock held directly by Ms. Downes includes 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. (9) The 106,722 shares of common stock held directly by Mr. Early consist of 66,042 shares of common stock and 40,680 shares of common stock subject to options exercisable on or before June 16, 2024. The 66,042 shares of common stock held directly by Mr. Early, of which 22,800 shares of restricted stock that vest in three substantially equal installments on each of March 7, 2024, March 7, 2025 and March 7, 2026. 136 Table of Contents (10) The 14,599 shares of common stock held directly by Vice Admiral McGinn include 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. (11) The 7,497 shares of common stock held directly by Ms. Reder include 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. (12) The 141,720 shares of common stock held by Mr. Renken consist of 61,320 shares of common stock held directly by Mr. Renken and 80,400 shares of common stock held by the LVRJC Partnership. Mr. Renken is the managing partner of the LVRJC Partnership and has sole voting and investment control over our shares of common stock held therein. The 61,320 shares of common stock held directly by Mr. Renken include 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. Mr. Renken retired from his position as Director effective March 5, 2024. (13) The 15,792 shares of common stock held directly by Dr. Shahidehpour include 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. (14) The 48,219 shares of common stock held directly by Mr. Whitelaw consist of 25,882 shares of common stock and 22,337 shares of common stock subject to options exercisable on or before June 17, 2023. Mr. Whitelaw resigned as our Senior Vice President, Business Development, effective February 1, 2023. Beneficial ownership information is based on information contained in the last Form 4 filed by Mr. Whitelaw with the SEC prior to February 1, 2023, adjusted to give effect to subsequent transactions through April 18, 2023 of which we are aware in connection with employment-related equity. ​ ​ 137 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Person Transactions Related Person Transaction Policy In March 2007, the Board adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. The policy provides that any transaction, arrangement or relationship, or any series of similar transactions, in which the Company was, is or will be a participant, the amount involved exceeds $120,000, and a “related person” (as defined in the policy) has or will have a direct or indirect material interest (each such transaction, a “Related Person Transaction”) shall be subject to review and approval or ratification by the AC. In its review of Related Person Transactions, the AC shall review the material facts and circumstances of the transaction and shall take into account certain factors, where appropriate, based on the particular facts and circumstances, including (i) the nature of the “related person’s” interest in the transaction, (ii) the approximate dollar value of the amount involved in the Related Person Transaction, (iii) whether the transaction was taken in the Company’s ordinary course of business, (iv) whether the transaction with the “related person” is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party and (v) the purpose of, and the potential benefits to the Company of, the Related Person Transaction. No member of the AC may participate in the review, approval or ratification of a transaction with respect to which he or she is a “related person” provided that such member can be counted for purposes of a quorum and shall provide such information with respect to the transaction as may be reasonably requested by other members of the AC or the Board. ​ Related Person Transactions The following provides a description of certain relationships and related transactions since the beginning of fiscal 2023 between some of our directors, executive officers and holders of 5% or more of our common stock and us or our subsidiaries and affiliates involving an amount that exceeded or may exceed $120,000 in the aggregate. Indemnification of Officers and Directors. We have entered into indemnification agreements with all of our current executive officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us and to advance expenses reasonably incurred as a result of any proceeding against them as to which they could be indemnified. Additionally, we may enter into indemnification agreements with any future directors or executive officers. In fiscal 2023, we did not incur any indemnification related expenses as a result of indemnification agreements with our current executive officers and directors. Consulting Agreements. On December 8, 2023, Thomas D. 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 connection with the management transition, we entered into a consulting agreement on February 28, 2024 with Dr. Brisbin which superseded Dr. Brisbin’s 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. Director Independence The Board has determined that each of Messrs. Cohen, McGinn, Renken 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 138 Table of Contents 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. ​ ​ 139 Table of Contents ITEM 14. PRINCIPAL ACCOUNT ING FEES AND SERVICES Audit and Other Fees Crowe LLP The following is a summary of the Crowe LLP (“Crowe”) fees for professional services for the fiscal years ended December 29, 2023 and December 30, 2022. ​ ​ ​ ​ ​ ​ ​ Fee Category Crowe 2023 Crowe 2022 Audit Fees ​ $ 935,000 ​ $ 915,000 Audit-Related Fees ​ — ​ — Tax Fees ​ — ​ — All Other Fees ​ — ​ — Total Fees ​ $ 935,000 ​ $ 915,000 ​ Audit Fees. Fees for audit services provided by Crowe for fiscal 2023 and 2022 consisted of professional services for the annual audit of our consolidated financial statements and for the review of our interim condensed consolidated financial statements including quarterly reports. The Company has been advised by Crowe that neither Crowe nor any member of Crowe has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries. Audit Committee Pre-Approval Policy Consistent with SEC policies regarding independence, the AC has responsibility for appointing, setting compensation and overseeing the work of the Company’s independent registered public accounting firm. In recognition of this responsibility, the AC has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, including audit services, audit-related services, tax services and other services. In some cases, the full AC provides pre-approval for up to a year, related to a particular defined task or scope of work and subject to a specific budget. During the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the AC requires specific pre-approval before engaging the Company’s independent registered public accounting firm. The AC may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the AC at its next regularly scheduled meeting. The AC has considered whether the provision of the services described above is compatible with maintaining the Company’s independent public accounting firm’s independence and has determined that such services have not adversely affected Crowe’s independence. Crowe did not provide any services for fiscal 2023 and fiscal 2022 that required pre-approval by the AC. ​ ​ 140 Table of Contents APPENDIX A Willdan Group, Inc. and Subsidiaries Reconciliation of GAAP Net Income to Adjusted EBITDA (in thousands) (Non-GAAP Measure) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 29, December 30, ​ 2023 ​ 2022 Net income (loss) $ 10,926 ​ $ (8,448) Interest expense ​ ​ 9,413 ​ ​ 5,328 Income tax expense (benefit) ​ ​ 3,665 ​ ​ (3,004) Stock-based compensation ​ ​ 5,323 ​ ​ 8,373 Interest accretion (1) ​ ​ — ​ ​ 3,168 Depreciation and amortization ​ ​ 16,431 ​ ​ 17,489 (Gain) Loss on sale of equipment ​ ​ (63) ​ ​ (64) Tax benefit distribution ​ ​ — ​ ​ 434 Adjusted EBITDA ​ $ 45,695 ​ $ 23,276 ​ (1) Interest accretion represents the imputed interest and fair value adjustments to estimated contingent consideration. ​ ​ ​ 141 Table of Contents PART I V ITEM 15. EXHIBITS , FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements The financial statements included in Part II, Item 8 of this document are filed as part of this Annual Report on Form 10-K. 2. Financial Statements Schedules All required schedules are omitted because they are not applicable or the required information is shown in the financial statements or the accompanying notes. 3. Exhibits The exhibits filed as part of this annual report are listed in Item 15(b). (b) Exhibits. The following exhibits are filed as a part of this report: ​ Exhibit Number ​ Exhibit Description 3.1 ​ First Amended and Restated Certificate of Incorporation of Willdan Group, Inc. (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) . 3.2 ​ Second Amended and Restated Bylaws of Willdan Group, Inc. (incorporated by reference to Exhibit 3.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on July 12, 2023). 4.1 ​ Specimen Stock Certificate for shares of the Registrant’s Common Stock (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) . 4.2* ​ Description of Willdan Group, Inc.’s Capital Stock. 4.3 ​ The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument with respect to issues of long-term debt of Willdan Group, Inc. and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of Willdan Group, Inc. and its subsidiaries. 10.1 ​ Amended and Restated Credit Agreement, dated as of June 26, 2019, by and among Willdan Group, Inc., the Guarantors (as defined therein), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K filed on July 2, 2019) . 10.2 ​ First Amendment to Amended and Restated Credit Agreement, dated as of August 15, 2019, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 6, 2020). 142 Table of Contents ​ Exhibit Number ​ Exhibit Description 10.3 ​ Second Amendment to Amended and Restated Credit Agreement, dated as of November 6, 2019, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 6, 2020). 10.4 ​ Third Amendment to Amended and Restated Credit Agreement, dated as of May 6, 2020, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc’s Quarterly Report on Form 10-Q filed on May 8, 2020). 10.5 ​ Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 30, 2021, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K filed on May 3, 2021) . 10.6 ​ Fifth Amendment to Amended and Restated Credit Agreement, dated as of March 8, 2022, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.6 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 11, 2022) . 10.7 ​ Sixth Amendment to Amended and Restated Credit Agreement, dated as of August 2, 2022, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q filed on August 5, 2022) . 10.8 ​ Seventh Amendment to Amended and Restated Credit Agreement, dated as of November 1, 2022, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q filed on November 4, 2022) . 10.9 ​ Security Agreement, dated as of October 1, 2018, by and among Willdan Group, Inc. the other Debtors (as defined therein) and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K filed on October 3, 2018) . 10.10 ​ The Credit Agreement, dated as of September 29, 2023, by and among Willdan Group, Inc., as Borrower, the Guarantors (as defined therein), the Lenders (as defined therein), BMO Bank N.A., as Joint Lead Arranger and Administrative Agent and J.P. Morgan, as Joint Lead Arranger (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.11 ​ The Security Agreement, dated as of September 29, 2023, by and among Willdan Group, Inc., as Borrower, the Debtors (as defined therein), and BMO Bank N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.12 ​ Master Reaffirmation of and Amendment to Collateral Documents, dated as of June 26, 2019, by and among Willdan Group, Inc., the other Debtors (as defined therein) and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on July 2, 2019). 10.13† ​ Willdan Group, Inc. 2006 Stock Incentive Plan (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) . 10.14† ​ Form of Incentive Stock Option Agreement (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) . 143 Table of Contents ​ Exhibit Number ​ Exhibit Description 10.15† ​ Form of Non-Qualified Stock Option Agreement (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) . 10.16† ​ Form of Performance Based Restricted Stock Unit Award Agreement (pre-2024) (incorporated by reference to Exhibit 10.15 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 10, 2023). 10.17† ​ Form of Restricted Stock Award Agreement (pre-2024) (incorporated by reference to Exhibit 10.16 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 10, 2023). 10.18* ​ Form of Performance Based Restricted Stock Unit Award Agreement. 10.19* ​ Form of Time Based Restricted Stock Unit Award Agreement. 10.20† ​ Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on June 17, 2019) . 10.21† ​ Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on June 10, 2022) . 10.22† ​ Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on June 9, 2017) . 10.23† ​ Form of Indemnification Agreement between Willdan Group, Inc. and its Directors and Officers (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on June 13, 2016) . 10.24† ​ Employment Agreement, dated as of May 3, 2011 by and between Willdan Group, Inc. and Thomas D. Brisbin (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on May 4, 2011) . 10.25† ​ Employment Agreement, dated as of December 17, 2014, by and between Willdan Group, Inc. and Mike Bieber (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on January 7, 2015) . 10.26† ​ Separation Agreement, dated January 19, 2023, between Willdan Group, Inc. and Paul Whitelaw (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on January 24, 2023). 10.27† ​ Consulting Agreement, dated as of February 28, 2024, between Willdan Group, Inc. and Thomas D. Brisbin (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on February 29, 2024). 21.1* ​ Subsidiaries of Willdan Group, Inc. 23.1* ​ Consent of Crowe LLP. 24.1* ​ Power of Attorney (included on signature page hereto) . 31.1* ​ Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002. 31.2* ​ Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002. 32.1** ​ Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. 97* ​ Policy Relating to Recovery of Erroneously Awarded Compensation. 101.INS* ​ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document 144 Table of Contents ​ Exhibit Number ​ Exhibit Description 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.PRE* ​ Inline XBRL Taxonomy Extension Label Linkbase Document 101.DEF* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ​ * Filed herewith. ** Furnished herewith. ‡ Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because it (i) is not material and (ii) would be competitively harmful if publicly disclosed. ​ † Indicates a management contract or compensating plan or arrangement. ITEM 16. FORM 10-K SUMMARY None. ​ 145 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ WILLDAN GROUP, INC. ​ ​ ​ /s/ Creighton K. Early ​ Creighton K. Early ​ Chief Financial Officer and Executive Vice President ​ March 7, 2024 ​ KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Creighton K. Early his/her attorney-in-fact, with the power of substitution, for him/her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the SEC, hereby ratifying and confirming all that said attorney-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature ​ Title ​ Date ​ ​ ​ ​ ​ /s/ Michael A. Bieber ​ President, Chief Executive Officer and Director (principal executive officer) ​ March 7, 2024 Michael A. Bieber ​ ​ ​ ​ ​ ​ /s/ Creighton K. Early ​ Chief Financial Officer and Executive Vice President (principal financial officer and principal accounting officer) ​ March 7, 2024 Creighton K. Early ​ ​ ​ ​ ​ ​ /s/ Thomas D. Brisbin ​ Chairman of the Board and Director ​ March 7, 2024 Thomas D. Brisbin ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Steven A. Cohen ​ Director ​ March 7, 2024 Steven A. Cohen ​ ​ ​ ​ ​ ​ /s/ Cynthia A. Downes ​ Director ​ March 7, 2024 Cynthia A. Downes ​ ​ ​ ​ ​ ​ /s/ Dennis V. McGinn ​ Director ​ March 7, 2024 Dennis V. McGinn ​ ​ ​ ​ ​ ​ /s/ Wanda K. Reder ​ Director ​ March 7, 2024 Wanda K. Reder ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Mohammad Shahidehpour ​ Director ​ March 7, 2024 Mohammad Shahidehpour ​ ​ ​ ​ ​ ​ ​ ​ 146