Mohammad Shahidehpour
About Mohammad Shahidehpour
Mohammad Shahidehpour, age 69, has served on Willdan Group’s board since 2015 and is an independent director. He is the Bodine Chair Professor in the Electrical & Computer Engineering Department at Illinois Institute of Technology (IIT), Director of the Robert W. Galvin Center for Electricity Innovation, and an elected member of the U.S. National Academy of Engineering; he has authored six books and ~400 technical papers and has served as Editor‑in‑Chief of IEEE Transactions on Smart Grid since 2009. He brings deep grid modernization and smart grid expertise to the board. Independence has been affirmatively determined under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Institute of Technology (IIT) | Bodine Chair Professor, ECE Dept.; Director, Galvin Center for Electricity Innovation | Faculty since 1983 (professor >40 years) | Led research portfolio including >$60M in grants/contracts tied to electricity modernization and government-funded programs |
| IIT | Research Vice President | Not disclosed (former) | Oversaw ~$80M annual budget and >200 technical projects |
| IEEE | Founding Chair, Great Lakes Symposium on Smart Grid and the New Energy Economy | Not disclosed | Sector convening; global keynote speaker on grid modernization |
| IEEE Transactions on Smart Grid | Editor‑in‑Chief | Since 2009 | Editorial leadership for leading smart grid journal |
External Roles
| Organization/Body | Role | Tenure | Notes |
|---|---|---|---|
| National Academy of Engineering (U.S.) | Member (elected) | Not disclosed | Recognition of engineering leadership |
| IEEE | Distinguished Lecturer | Not disclosed | Delivered 100+ invited lectures on electricity restructuring/smart grid |
Board Governance
- Independence: Independent director under Nasdaq/SEC standards.
- Tenure on Board: Director since 2015.
- 2024 Board/Committee Attendance: Each incumbent attended or participated in at least 93% of Board and assigned committee meetings; 5 Board meetings were held; all directors attended the 2024 annual meeting.
- Executive Sessions: Independent directors hold an executive session with each regular quarterly Board meeting.
Committee Assignments (current)
| Committee | Role | FY2024 Meetings | Avg Attendance |
|---|---|---|---|
| Nominating & Corporate Governance (NCGC) | Chair | 4 | 100% |
| Compensation Committee (CC) | Member | 5 | 95% |
| Strategy, Mergers & Acquisitions (SMAC) | Member | 4 | 100% |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | 72,750 | Cash retainers/committee fees |
| Annual equity retainer (grant-date fair value) | 70,003 | Time-based restricted stock |
| Total | 142,753 | 2024 non-employee director compensation |
Director retainer schedule changes effective July 30, 2024 (selected items): Board retainer increased from $46,000 to $50,000; Audit Committee member fee from $6,000 to $10,000; Compensation Committee member fee from $6,000 to $7,500; NCGC Chair retainer $12,000 (unchanged).
Performance Compensation (Director)
| Instrument | Grant detail | Vesting | Performance metrics |
|---|---|---|---|
| Restricted Stock | 2,248 shares granted June 2024 (part of annual equity retainer) | 50% vests on 1st anniversary; 50% on 2nd anniversary, service-based | None (time-based only) |
Additional update: starting in 2025, annual equity retainers for non‑employee directors increased from $70,000 to $100,000 and vest over one year (service-based).
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed (public company boards, last 5 years) | — | — |
No other public company directorships or interlocks for Dr. Shahidehpour are disclosed in the 2025 proxy.
Expertise & Qualifications
- Grid modernization, electricity markets, and smart grid technology; editor-in-chief of IEEE Transactions on Smart Grid since 2009.
- Extensive academic leadership and research administration (IIT), with funding experience across DOE and DOD programs; National Academy of Engineering member.
- Education: B.S. Electrical Engineering (Sharif University of Technology); M.S./Ph.D. in Electrical Engineering (University of Missouri).
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 12,767 shares (<1% of outstanding) |
| Unvested restricted shares (as of 4/15/2025) | 4,041 shares (2,248 vest over 2025–2026; 1,793 vest 6/7/2025) |
| Options (exercisable/unexercisable) | None disclosed |
| Outstanding awards history (as of 4/4/2025) | 27,568 RS/RSU granted historically; 23,527 vested; 4,041 unvested |
| Shares pledged as collateral | Prohibited by company policy; hedging/pledging not permitted for directors |
| Ownership guidelines | Non‑employee directors must hold at least $250,000 in stock value (5 years to comply); all directors in compliance as of 4/18/2025 (excludes newer directors not yet at 5 years) |
Notes: Total shares outstanding used for ownership percentages: 14,497,156 (as of 4/15/2025).
Governance Assessment
- Board effectiveness and engagement: High attendance (≥93% for incumbents), robust executive sessions each quarter, and active stockholder engagement (>90 investors contacted, representing >50% of shares). These support oversight quality and investor communication.
- Committee leadership: As NCGC Chair, Shahidehpour oversees board composition, independence determinations, evaluations, and governance policy updates; he also serves on CC and SMAC, aligning his technical/innovation background with strategy and compensation oversight.
- Independence and conflicts: Independence affirmed; no related‑party transactions involving Dr. Shahidehpour disclosed. Related‑person transactions policy vests review/approval with the Audit Committee; 2024 related‑party disclosure limited to a consulting agreement with the former CEO (not Shahidehpour).
- Director incentives and alignment: Mix balances cash retainer and time‑based equity grants; equity retainer rising to $100,000 in 2025 with one‑year vesting and strengthened ownership guideline to $250,000 support alignment, though director equity remains service‑based (no performance metrics). Hedging/pledging prohibited.
- Shareholder signals: 2024 say‑on‑pay support at ~63% (for 2023 NEO pay) indicated concerns; the Board and CC responded with measures including NEO employment agreements, STI bonus caps, and an updated clawback policy, which improve pay governance.
RED FLAGS: None identified for Dr. Shahidehpour—no attendance issues, no related‑party exposure, no hedging/pledging, and compliance with ownership guidelines. The director equity program is time‑based without performance metrics (common for directors but provides limited performance linkage).