Michael Bieber
About Michael A. Bieber
President & CEO of Willdan Group, Inc. since Dec 30, 2023; Director since 2023; age 56; B.S. Civil Engineering from Tennessee Technological University . 2024 performance delivered record revenue of $565.8M and Adjusted EBITDA of $56.8M, with strong cash from operations of $72.1M, supporting renewed strategic acquisitions and a strong liquidity position . Revenue rose from $510.1M in 2023 to $565.8M in 2024, while Net Income improved from $10.9M to $22.6M, contextualizing pay-for-performance outcomes in the CEO’s first full year in role . Willdan’s long-term incentives emphasize Adjusted EBITDA, Adjusted Diluted EPS, and a Relative TSR modifier to tie equity vesting to multi-year value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Willdan Group, Inc. | President; CEO and Director | President since Nov 2016; CEO since Dec 30, 2023 | Led growth initiatives; elevated to CEO in governance refresh separating Chair/CEO roles |
| Tetra Tech, Inc. | Vice President and leadership roles in M&A, IR, BD, Communications | 1996–2014 | Led corporate development and investor-facing functions in a blue-chip engineering platform |
| CRC, Inc. | Strategic Business Consultant | 1995–1996 | Advising large defense/infrastructure/environmental firms on strategy |
| IT Corporation (now CB&I) | Project Manager and Engineer | 1990–1995 | Managed government nuclear and commercial environmental projects |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary at Year-End ($) | $440,003 | $574,891 |
| CEO Total Compensation ($) | $1,577,003 | $2,400,089 |
| Bonus Paid ($) | $285,000 (for FY 2022 performance) | $750,000 (for FY 2023 performance) |
Performance Compensation
| Metric | Weighting | Target | Threshold | Maximum | 2024 Actual | Payout Mechanic | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA Growth (three one-year periods) | 50% of PBRSUs | 15% YoY | 10% YoY | 20% YoY (210% of target for the period) | >20% achieved for 2024 (210% vest for period) | Linear interpolation; final PBRSUs modified by Relative TSR 100–120% | Earned over 3 years; vest at end of full period after TSR modifier |
| Adjusted Diluted EPS Growth (three one-year periods) | 50% of PBRSUs | 15% YoY | 10% YoY | 20% YoY (210% of target for the period) | >20% achieved for 2024 (210% vest for period) | Linear interpolation; final PBRSUs modified by Relative TSR 100–120% | Earned over 3 years; vest at end of full period after TSR modifier |
| Relative TSR Modifier | Applied to PBRSUs | 100–120% of earned units | — | — | Based on 3-year TSR vs peer group | Multiplies earned EPS/EBITDA units | End of three-year performance |
Grants of plan-based awards in FY 2024 (CEO):
- Time-based RSUs: 17,500; grant date fair value $482,125; vest in three equal annual installments on Mar 20, 2025/2026/2027 .
- PBRSUs (target): 22,500 (maximum 56,250); grant date fair value $619,875; vest based on EPS/EBITDA multi-year performance with TSR modifier .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 286,731 shares (2.0% of outstanding) as of Apr 15, 2025 |
| Direct vs Options | 170,064 direct (includes 4,434 restricted); 116,667 options exercisable by Jun 15, 2025 |
| Unvested Equity | 169,494 unvested shares/units outstanding as of Apr 4, 2025 |
| Options Outstanding (CEO) | 25,000 @ $13.91 exp 6/5/2025; 50,000 @ $16.27 exp 11/3/2026; 16,667 @ $28.19 exp 3/8/2027; 25,000 @ $31.73 exp 9/4/2028 |
| Option Exercises & Vested in FY 2024 | 77,764 options exercised (value realized $1,757,923); 24,649 shares vested (value realized $725,839) |
| Ownership Guidelines | CEO required ownership at 5x base salary; compliance “Yes” as of Apr 18, 2025; CEO holding policy requires 100% of net shares be held for 12 months after option exercise or RSU vest |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors/officers/employees and their family members |
Employment Terms
| Provision | Michael A. Bieber Employment Agreement (Effective Nov 13, 2024) |
|---|---|
| Employment Nature | At-will |
| Base Salary | $574,891 |
| Annual Bonus Opportunity | Discretionary; maximum 200% of base salary, tied to corporate/individual objectives |
| Severance (No CIC) | If terminated without Cause, for Disability, or resigns for Good Reason: lump-sum equal to 24 months base salary; Company-paid COBRA premiums for up to 18 months; pro-rated bonus up to 200% of salary for year of termination if Board determines targets achieved |
| Equity Treatment (No CIC) | If terminated without Cause: service-based awards granted after Effective Date vest pro-rata for time served; on death/Disability: 100% of unvested awards accelerate (performance awards at target) |
| Qualifying Retirement | 100% of outstanding and unvested equity awards (other than restricted stock awards) granted after Effective Date remain eligible to vest per original terms without continued service |
| Change-in-Control (CIC) – Plan Terms | If awards are not assumed/substituted, unvested options/time awards vest at target; PBRSUs vest based on target or actual performance with pro-ration and TSR modifier; Contingently Vested Units vest on first anniversary of CIC, or earlier if terminated without Cause/for Good Reason/death/Disability |
| CIC – Employment Agreement | For performance-based awards granted after Nov 13, 2024 that are not assumed/continued/substituted, vest at greater of target or actual (pro-rated to CIC date) if employed through CIC |
| Clawback | Comprehensive policy compliant with Exchange Act Section 10D and Nasdaq Rule 5608; recovery of erroneously awarded incentive compensation within preceding 3 fiscal years |
| Golden Parachute Excise | Plan provides automatic “cut-back” to avoid Sections 280G/4999 excise taxes; no excise tax gross-ups |
Estimated potential payouts (as of Dec 27, 2024):
- Termination without Cause/Good Reason prior to CIC: severance $1,149,782; health coverage $32,422; bonus $1,149,782; equity acceleration $1,961,560; total $4,293,547 .
- Termination due to death/Disability prior to CIC: severance $1,149,782; health $32,422; bonus $1,149,782; equity acceleration $2,465,692; total $4,797,678 .
- Equity acceleration if awards not assumed in CIC: $2,465,692 .
Director Service & Governance
| Category | Detail |
|---|---|
| Director Since | 2023; Currently a director nominee |
| Independence Status | Not independent due to CEO employment |
| Committee Roles | None (CEO/Director, not on committees) |
| Board Leadership | Roles separated: Chairman (independent former CEO) and CEO; Lead Independent Director in place |
| Meeting Attendance | Incumbent directors attended or participated in ≥93% of Board/committee meetings; 5 Board meetings held in FY 2024; all directors attended 2024 annual meeting |
| Director Pay | Employee-directors do not receive additional director compensation; CEO compensation shown in NEO tables |
Compensation History (CEO, multi-year)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 440,003 | 440,003 | 544,339 |
| Bonus ($) | 475,000 | 285,000 | 750,000 |
| Stock Awards ($) | 916,575 | 542,032 | 1,102,000 |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | 3,750 | 3,750 | 3,750 |
| Total ($) | 1,835,328 | 1,270,785 | 2,400,089 |
Compensation Program Design & Peer Group
- Long-term equity split: 55% performance-based PBRSUs; 45% time-based RSUs; three-year vesting; short-term cash bonus program uses formula-driven pool tied to earnings, organic growth and DSO factors .
- PBRSU metrics: Adjusted EBITDA and Adjusted Diluted EPS each contribute 50% of PBRSUs; Relative TSR modifier of 100–120% applied at end of three years .
- 2024 compensation peer group includes: American Superconductor, Ameresco, Bowman Consulting Group, C3.ai, Exponent, ICF, Iteris, Limbach, LSI Industries, Montrose Environmental Group, NV5 Global, Quest Resource Holding, RCM Technologies, Resources Connection, Stem .
- Say-on-Pay: 63% support at 2024 annual meeting; program enhancements added (employment agreements, bonus caps, governance resources via NACD membership) .
Risk Indicators & Red Flags
- Clawback policy and no excise tax gross-ups mitigate shareholder-unfriendly risks .
- Equity award repricing prohibited; minimum vesting requirements enforce discipline .
- Hedging/pledging of company stock prohibited for insiders .
- Equity holdings and CEO stock-holding policy reduce immediate selling pressure post-vest .
- 2024 Say-on-Pay at 63% suggests investor scrutiny; Board enacted changes (bonus caps; employment agreements; refreshed plan limits) .
Employment & Contracts Summary (useful terms for trading/retention)
| Topic | Key Terms |
|---|---|
| Non-Compete / Non-Solicit | Not specifically disclosed in the proxy summaries; agreements emphasize at-will status and severance/change-in-control economics . |
| Auto-Renewal | Not disclosed . |
| Garden Leave / Consulting | Not disclosed for CEO; consulting agreement exists for former CEO (context only) . |
| Deferred Compensation / Pension | No SERP; standard 401(k) and benefits; no dividend payments on unvested equity awards . |
Investment Implications
- Alignment: CEO owns 2.0% of shares and is subject to stringent stock ownership and holding policies; PBRSUs tied to EBITDA/EPS and 3-year TSR drive multi-year value creation and reduce short-termism .
- Vesting cadence & liquidity windows: Three-year RSU/PBRSU vesting with annual performance crediting and TSR modifier; option expirations 2025–2028 create identifiable windows; 2024 exercises indicate liquidity access but holding policy tempers near-term selling .
- Retention & change-in-control: Robust severance (24 months salary) and CIC acceleration only if awards not assumed, with rigorous CIC definition; no excise gross-ups; clawback protections in place—balanced retention without excessive parachutes .
- Pay-for-performance trajectory: 2024 record results and >20% growth achieved for PBRSU metrics yielded 210% vest credit for year-one performance periods, signaling strong near-term pay realization tied to fundamentals . Say-on-Pay at 63% indicates investors will watch continued discipline on equity and bonus caps .