Cynthia Downes
About Cynthia A. Downes
Independent director of Willdan Group, Inc. since 2021; age 64. Downes is an active CPA with deep CFO and audit leadership experience across engineering, environmental services, and consulting. She holds a B.S. in Accounting and Business Management (Purdue), an MBA (Northwestern), and NACD Directorship Certification (NACD.DC). She chairs Willdan’s Audit Committee and is designated an “audit committee financial expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versar, Inc. (NYSE: VSR) | EVP, CFO & Treasurer | 2011–2017 | Led finance at public engineering/environmental services firm |
| Constant and Associates, Inc. | Chief Financial Officer | 2020–2022 | Financial leadership at risk/emergency management consultancy |
| Guidehouse | Accounting & Finance leadership consulting | 2018–2019 | Finance leadership consulting at $1B+ firm |
| Environmental Design International Inc. | VP & CFO | 2009–2011 | Corporate finance leadership |
| GDI Advanced Protection Solutions | VP Finance | 2008–2009 | Corporate finance leadership |
| Tetra Tech / Tetra Tech EM, Inc. | 15-year finance career culminating as VP & CFO of subsidiary | ~1990s–2000s | Sector expertise in engineering/environment; senior finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fide Professional Services (founder) | President & CEO | 2017–present | Founded in 2017; advisory/finance leadership services |
| Riverside Research | Board of Trustees; Audit Committee Chair | Current | Non-profit; audit oversight leadership |
Board Governance
- Independence: Board determined Ms. Downes is independent under Nasdaq and SEC rules.
- Committee assignments: Chair, Audit Committee; Member, Compensation Committee; designated “audit committee financial expert” per SEC rules.
- Attendance and engagement: Each incumbent director attended/participated in at least 93% of Board and committee meetings; five Board meetings held in 2024; all directors attended the 2024 annual meeting.
- Committee activity and attendance (FY 2024):
- Audit Committee: 5 meetings; 100% average attendance.
- Compensation Committee: 5 meetings; 95% average attendance.
- Nominating & Corporate Governance Committee: 4 meetings; 100% average attendance.
- Strategy, M&A Committee: 4 meetings; 100% average attendance.
- Board leadership: CEO and Chair roles separated since Dec 30, 2023; Lead Independent Director in place.
- Executive sessions: Held with independent directors at each regular quarterly Board meeting.
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Cash fees (FY 2024) | $73,000 fees earned/paid in cash | |
| Equity grant (FY 2024) | $70,003 grant-date fair value of restricted stock | |
| Total (FY 2024) | $143,003 | |
| Board retainer (thru Jul 29, 2024) | $46,000 annually | |
| Board retainer (effective Jul 30, 2024) | $50,000 annually | |
| Audit Chair retainer (thru Jul 29, 2024) | $16,500 | |
| Audit Chair retainer (effective Jul 30, 2024) | $20,000 | |
| Audit Committee member retainer (thru Jul 29, 2024) | $6,000 | |
| Audit Committee member retainer (effective Jul 30, 2024) | $10,000 | |
| Compensation Committee member retainer (thru Jul 29, 2024) | $6,000 | |
| Compensation Committee member retainer (effective Jul 30, 2024) | $7,500 |
Notes:
- Non-employee directors are reimbursed for out-of-pocket expenses.
Performance Compensation
| Grant | Shares/Value | Vesting | Notes |
|---|---|---|---|
| Restricted stock award (Jun 2024) | 2,248 shares; included in $70,003 FY 2024 grant value | 50% on each of the first and second anniversaries of grant | Standard non-employee director equity under 2008 Plan (time-vested) |
| Equity program change (starting 2025) | Annual equity retainer increased to $100,000 | One-year vesting schedule | Adopted following 2024 compensation study (Pearl Meyer) |
No performance-based pay for non-employee directors; equity is time-vested to align director and shareholder interests.
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Committee/Interlock Notes |
|---|---|---|---|
| Willdan Group, Inc. | Public (NASDAQ) | Independent Director | Audit Chair; Compensation Committee member |
| Riverside Research | Non-profit | Trustee; Audit Chair | Non-profit board; no Willdan-related RPTs disclosed |
No other current public company directorships disclosed. No related-party transactions involving Ms. Downes were disclosed.
Expertise & Qualifications
- Active CPA; AICPA member.
- Audit committee financial expert (SEC designation).
- Education: B.S. Accounting & Business Management (Purdue); MBA (Northwestern).
- NACD Directorship Certification (NACD.DC).
- Industry/functional strengths: financial sophistication; governance & risk oversight; senior leadership in engineering/consulting sectors.
Equity Ownership
| Item | Amount/Status | Source |
|---|---|---|
| Beneficial ownership (Apr 15, 2025) | 9,891 shares; <1% of shares outstanding | |
| Restricted stock included | 4,041 shares (1,793 sh vest 6/7/2025; 2,248 sh vest 6/12/2025 & 6/12/2026) | |
| Hedging/Pledging | Prohibited by policy (no hedging, no pledging) | |
| Director stock ownership guidelines | Minimum $250,000 in stock value; 5-year compliance window (updated Jul 30, 2024) | |
| Compliance status | Company states all directors are in compliance; note that Ms. Downes is within 5-year window since joining in 2021 |
Governance Assessment
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Strengths
- Independent director with deep CFO/audit credentials; designated audit committee financial expert; chairs Audit Committee with 100% average committee attendance in FY 2024.
- No related-party transactions disclosed; company prohibits hedging/pledging; robust clawback policy (applies to cash and equity) updated Oct 2, 2023 to comply with SEC/Nasdaq.
- Board has separated Chair/CEO roles; Lead Independent Director in place; regular executive sessions.
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Watch items
- Compensation Committee membership: Willdan’s 2024 say‑on‑pay received ~63% support, below typical 70–90% peer norms, indicating some shareholder scrutiny of executive pay; the Compensation Committee (of which Ms. Downes is a member) has implemented policy changes (bonus caps, ownership guidelines, employment agreements) and increased director equity retainer beginning 2025.
- Director compensation increases (cash/committee fees in mid‑2024; equity retainer to $100k in 2025 with one‑year vest): aligns pay with market per Pearl Meyer study but merits monitoring for pay escalation.
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Overall view: Downes brings strong financial oversight and governance rigor as Audit Chair with high engagement and no evident conflicts. Policy posture (clawback, anti‑hedging, stock ownership) and committee responsiveness to shareholder feedback support investor confidence.