Dennis McGinn
About Vice Admiral Dennis V. McGinn
Vice Admiral Dennis V. McGinn (age 79) has served on Willdan’s board since 2017 and is an independent director. He chairs the Compensation Committee and is a member of the Nominating & Corporate Governance and Strategy, M&A Committees. His background includes Assistant Secretary of the Navy for Energy, Installations, & Environment (2013–2017), command of the U.S. Third Fleet, and senior Navy roles in warfare requirements; he holds a B.S. in Naval Engineering (U.S. Naval Academy) and completed a National Security Program at Harvard Kennedy School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Navy | Assistant Secretary for Energy, Installations & Environment | Sep 2013 – Jan 2017 | Led energy resilience, installations policy |
| U.S. Navy | Vice Admiral; Deputy Chief of Naval Operations for Warfare Requirements and Programs; Commander, U.S. Third Fleet | Not disclosed | Senior requirements planning; fleet command |
| American Council on Renewable Energy (ACORE) | President | Not disclosed | Renewable energy advocacy leadership |
| CNA Military Advisory Board | Co-Chairman | Not disclosed | Energy security advisory |
| Energy Future Coalition; U.S. Energy Security Council; Bipartisan Policy Center Energy Board | Steering Committee/Member | Not disclosed | Energy policy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rocky Mountain Institute (RMI) | Trustee | Not disclosed | Sustainability and clean energy think tank |
| Electric Power Research Institute (EPRI) | Board Member (past) | Not disclosed | Utility research (past service) |
| Customer First Renewables | Board Member (past) | Not disclosed | Renewable procurement advisory (past service) |
Board Governance
- Independence: Board determined McGinn is independent under Nasdaq and SEC rules .
- Committee assignments:
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member
- Strategy, Mergers & Acquisitions Committee: Member
- Attendance and engagement:
- Board: each incumbent director attended or participated in at least 93% of Board/committee meetings; 5 Board meetings held in FY 2024; all directors attended the 2024 annual meeting .
- Committee activity and average attendance FY 2024: Audit (5; 100%) , Compensation (5; 95%) , NCGC (4; 100%) , SMAC (4; 100%) .
- Lead Independent Director role: Steven A. Cohen (not McGinn) .
- Executive sessions: conducted at each quarterly Board meeting; led by Chairman and Lead Independent Director .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 73,500 | Director retainer and committee roles |
| Stock awards (grant-date fair value) | 70,003 | Restricted stock; equity retainer |
| Options | — | No option awards |
| All other compensation | — | None |
| Total | 143,503 |
| Director Retainer Schedule | Through July 29, 2024 ($) | Effective July 30, 2024 ($) |
|---|---|---|
| Annual Board Retainer | 46,000 | 50,000 |
| Chair – Compensation Committee | 12,000 | 15,000 |
| Member – Compensation Committee | 6,000 | 7,500 |
| Member – NCGC | 6,000 | 6,000 |
| Member – SMAC | 6,000 | 6,000 |
Performance Compensation
| Equity Grant | Shares | Grant/Vest Schedule | Detail |
|---|---|---|---|
| Annual director restricted stock (2024) | 2,248 | 50% vests on 1st and 2nd anniversaries of grant (June 2025, June 2026), service-contingent | Granted June 2024 under 2008 Plan |
| Additional restricted stock (held) | 1,793 | Vests June 7, 2025 | Included in directors’ restricted holdings |
- Starting in 2025, the annual equity retainer for non‑employee directors increased to $100,000 and shifted to one-year vesting .
- Director awards are time-based restricted stock; no performance-based (PBRSU) metrics apply to directors .
Other Directorships & Interlocks
- No other current public-company directorships disclosed for McGinn over the past five years in his nominee biography; past board roles include EPRI (non-profit) and Customer First Renewables (private) .
Expertise & Qualifications
- Senior leadership, governance/risk oversight, talent & compensation experience; client regulatory engagement; innovation/technology exposure .
- Education: B.S. Naval Engineering (U.S. Naval Academy); National Security Program at Harvard Kennedy School .
- Board skills matrix lists McGinn with industry/technical expertise, governance oversight, business development/M&A, talent management & compensation, and innovation/technology; tenure indicated as 8 years .
Equity Ownership
| Holder | Shares Held Directly | Restricted Shares Included | Notes |
|---|---|---|---|
| Dennis V. McGinn | 16,847 | 4,041 | Restricted tranches include 2,248 shares (vesting Jun 2025/Jun 2026) and 1,793 shares (vesting Jun 7, 2025) |
- Ownership guidelines: Non‑employee directors must hold at least $250,000 in stock value; five years to comply (updated July 30, 2024). As of April 18, 2025, all executive officers and directors are in compliance; note excludes two directors who have not yet reached five years of service .
- Hedging and pledging of company stock are prohibited by policy; options, short sales, swaps, collars, and similar positions are banned .
- Insider trading policy in place; Section 16(a) filings timely for officers/directors in FY 2024 (two late filings noted for another director, not McGinn) .
Governance Assessment
- Strengths
- Independent director with deep government energy policy and military leadership experience; chairs Compensation Committee—positioned to oversee pay-for-performance and equity plan design .
- High committee engagement metrics (Compensation 95% average attendance; NCGC and SMAC 100% average) and Board attendance ≥93% in FY 2024 .
- Strong governance policies: comprehensive clawback compliant with SEC/Nasdaq; prohibitions on hedging/pledging; stock ownership guidelines for directors and executives .
- Equity-heavy director pay promotes alignment; 2025 move to $100k equity retainer with 1‑year vest adds cadence while maintaining at-risk equity exposure .
- Potential Risks and RED FLAGS
- Say‑on‑pay support in 2024 was approximately 63%, materially below typical >90% norms—signals shareholder concerns around executive compensation; as CC Chair, McGinn should be prepared to address plan design, metrics, and disclosure rigor in outreach and revisions .
- Related‑party transaction: consulting agreement with former CEO/Chairman (Brisbin) at $25,250/month; AC oversight policy exists, but continued monitoring is prudent to avoid perceived board entrenchment or undue influence (not directly linked to McGinn) .
- No disclosed performance-based criteria for director equity (time-based only). While common, investors sometimes prefer performance linkage even for director equity; consider maintaining robust ownership guidelines and holding periods to reinforce alignment .
- Overall view: McGinn’s independence, energy expertise, and committee leadership support board effectiveness. Addressing shareholder feedback (low say-on-pay) and sustaining transparent pay metrics and equity plan discipline will be key to investor confidence .
Appendix: Committee Responsibilities (Context)
- Compensation Committee (Chair: McGinn): CEO objectives and pay, senior executive compensation plans, administers 2008 Plan/ESPP, authority to retain independent compensation consultants .
- Nominating & Corporate Governance Committee (Member): Board composition, independence evaluation, director recruitment, governance policy reviews .
- Strategy, M&A Committee (Member): Reviews strategic and financial plans, capital structure, M&A actions, risk management strategies in consultation with AC .