Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Cynthia Downes as a Director
On August 3, 2021, the board of directors (the "Board") of Willdan Group, Inc.,
a Delaware corporation ("Willdan"), pursuant to Section 4.02 of Willdan's
Amended and Restated Bylaws, increased the number of directors that constitute
the entire Board from eight to nine, effective August 4, 2021.
On August 3, 2021, the Board, pursuant to Section 4.10 of Willdan's Amended and
Restated Bylaws, appointed Cynthia Downes to the Board, effective August 4,
2021, to fill the vacancy on the Board and to serve until her respective
successor has been duly elected and qualified or until her earlier resignation
or removal. The Board has determined that Ms. Downes is an independent director
under the listing standards of the Nasdaq Global Market. Ms. Downes was
appointed to serve as a member of the Audit Committee and the Compensation
Committee.
Ms. Downes, 60, has served as the Chief Financial Officer of Constant and
Associates, Inc., a disaster and crisis management firm, since 2020.
Additionally, Ms. Downes provides outsourced chief financial officer and
strategic consulting services for Fide Professions Services, which she founded
in 2017. Previously, from 2017 to 2019, she provided accounting and finance
leadership consulting services to Guidehouse Inc., a management consulting firm.
Ms. Downes also previously served as Executive Vice President, Chief Financial
Officer and Treasurer at Versar, Inc. (NYSE:VSR), a global engineering and
construction management services company, from 2011 to 2017. From 2009 to 2011,
Ms. Downes was Vice President and Chief Financial Officer of Environmental
Design International Inc., an engineering firm based in Chicago, specializing in
environmental and civil engineering. From 2008 to 2009, she was Vice President
of Finance of GDI Advanced Protection Solutions, and from 2005 to 2007, she
provided financial consulting services to Huron Consulting Group, Inc.
(Nasdaq:HURN). Ms. Downes also 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. Ms. Downes also currently serves on the Board of
Trustees and as Chair of the Audit Committee of Riverside Research, a
not-for-profit scientific research organization, and on the board of the Women
in Business Initiative at George Mason University. Ms. Downes has an active CPA
license and is a member of the American Institute of Certified Public
Accountants. Ms. Downes received a B.S. in 1983 from Purdue University and an
M.B.A. in 2002 from Northwestern University.
Ms. Downes will receive compensation for her services as a director in
accordance with Willdan's standard compensation program for non-management
directors, which provides for an annual retainer of $36,000, paid in cash, and
certain other fees for service on committees and attendance at Board and
committee meetings, each as further described in Willdan's definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission (the
"SEC") on April 23, 2021. In connection with her appointment, Ms. Downes
received a restricted stock award having a grant date value of approximately
$59,452, which award will vest in substantially equal installments over a period
of two years on each of August 4, 2022 and August 4, 2023. This award represents
a pro-rata portion of the equity award that was granted to other non-management
directors in 2021, and vests in substantially equal installments on the first
and second anniversaries of Ms. Downes's appointment date. In addition to the
compensation that Ms. Downes will receive for her service as member of the
Board, Willdan intends to enter into its standard form of indemnification
agreement with Ms. Downes. A form of the indemnification agreement was
previously filed by Willdan as Exhibit 10.1 to the Current Report on Form 8-K,
as originally filed with the SEC on June 13, 2016.
There is no arrangement or understanding between Ms. Downes and any other person
pursuant to which Ms. Downes was selected as a member of the Board. In addition,
there are no transactions in which Ms. Downes has an interest that are required
to be disclosed under Item 404(a) of SEC Regulation S-K.
Resignation of Daniel Chow as Chief Operating Officer
On August 4, 2021, Mr. Daniel Chow notified the Company of his resignation from
his position as Chief Operating Officer of the Company and from all other
officer positions he holds with the Company and each of its subsidiaries,
effective August 13, 2021. Mr. Chow will continue his employment and service to
the Company as an operational advisor following the conclusion of his service as
Chief Operating Officer.
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Item 7.01 Regulation FD Disclosure
On August 5, 2021, Willdan issued a press release announcing the appointment of
Ms. Downes to the Board and Mr. Chow's resignation and transition to an
operational advisor. A copy of the press release is attached as Exhibit 99.1
hereto and is hereby incorporated by reference in its entirety. The information
in this Item 7.01 and the attached Exhibit 99.1 to this Current Report on
Form 8-K is being furnished (not filed) pursuant to Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Document
99.1 Press Release of Willdan Group, Inc., dated August 5, 2021.
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
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WILLDAN GROUP, INC. 
