Steven Cohen
About Steven A. Cohen
Steven A. Cohen, age 71, has served on Willdan’s board since 2015 and is the Lead Independent Director. He chairs the Strategy, Mergers & Acquisitions Committee (SMAC) and is a member of the Audit Committee and the Nominating & Corporate Governance Committee (NCGC). Cohen is Senior Vice Dean and Chief Operating Officer of Columbia University’s School of Professional Studies, Professor in the Practice of Public Affairs at Columbia’s SIPA, and directs Columbia’s sustainability and public administration master’s programs; he holds a B.A. from Franklin College and an M.A. and Ph.D. in Political Science from SUNY Buffalo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia University – School of Professional Studies | Senior Vice Dean & COO; Director, M.S. in Sustainability Management | Current | Senior leadership of professional programs; sustainability expertise |
| Columbia University – SIPA | Professor in the Practice of Public Affairs | Current | Academic leadership; governance and policy expertise |
| U.S. Environmental Protection Agency | Consultant | Most recent: 2005–2010; consulting over past three decades | Environmental policy advisory experience |
| U.S. EPA Advisory Council on Environmental Policy and Technology | Member | 2001–2004 | Advisory role on environmental policy and technology |
| Columbia University – Graduate Program in Public Policy & Administration | Director | 1985–1998 | Program leadership; talent development |
| U.S. Environmental Protection Agency | Policy Analyst | Prior to 1981 | Federal regulatory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia University (SPS) | Senior Vice Dean & COO | Current | Oversees SPS operations and sustainability program |
| Columbia University (SIPA) | Professor in the Practice | Current | Public affairs and governance expertise |
| U.S. EPA | Consultant | Past three decades; most recent 2005–2010 | Regulatory and environmental advisory |
| U.S. EPA Advisory Council | Member | 2001–2004 | Environmental policy advisory |
Board Governance
- Independence: The Board determined Cohen is independent under Nasdaq and SEC rules .
- Leadership: Lead Independent Director since March 2021, re-appointed annually; Board structure separates Chairman and CEO roles as of December 30, 2023 .
- Committees: Chair, SMAC; Member, Audit; Member, NCGC .
- Attendance: Each incumbent director attended or participated in ≥93% of Board/committee meetings in 2024; there were five Board meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Held with each quarterly Board meeting; led by Chairman and Lead Independent Director .
- Committee activity and attendance:
- Audit Committee: 5 meetings in FY2024; 100% average attendance .
- SMAC: 4 meetings in FY2024; 100% average attendance .
Fixed Compensation
| Component | FY2024 Amount ($) |
|---|---|
| Fees Earned in Cash | 89,000 |
| Stock Awards (grant-date fair value) | 70,003 |
| Options | — |
| All Other Compensation | — |
| Total | 159,003 |
| Non-Employee Director Fee Schedule (FY2024) | Through July 29, 2024 | Effective July 30, 2024 |
|---|---|---|
| Annual Board Retainer | 46,000 | 50,000 |
| Lead Independent Director (additional) | 15,000 | 15,000 |
| Audit Chair (additional) | 16,500 | 20,000 |
| Compensation Chair (additional) | 12,000 | 15,000 |
| SMAC Chair (additional) | 12,000 | 12,000 |
| NCGC Chair (additional) | 12,000 | 12,000 |
| Audit Member (additional) | 6,000 | 10,000 |
| Compensation Member (additional) | 6,000 | 7,500 |
| SMAC Member (additional) | 6,000 | 6,000 |
| NCGC Member (additional) | 6,000 | 6,000 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock | June 2024 | 2,248 | 70,003 | 50% on June 12, 2025; 50% on June 12, 2026 |
| Annual Equity Retainer (policy change) | Starting 2025 | — | 100,000 | One-year vesting (changed from two-year) |
- Director equity awards are time-based; no performance metrics are disclosed for director grants .
Other Directorships & Interlocks
- The proxy does not disclose any other public company directorships for Cohen; his disclosed external roles are academic and governmental (Columbia University; U.S. EPA) .
Expertise & Qualifications
- Skills matrix flags: Senior leadership; industry & technical expertise; client regulatory; business development & M&A; financial sophistication; governance & risk oversight .
- Education: B.A. (Franklin College); M.A. and Ph.D. in Political Science (SUNY Buffalo) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Steven A. Cohen | 27,568 | <1% (starred in table) | Includes 4,041 restricted shares: 2,248 vest on 6/12/2025 and 6/12/2026 (equal installments); 1,793 vest on 6/7/2025 |
| Shares Outstanding (for % calc context) | 14,497,156 | — | As of April 15, 2025 |
- Stock ownership guidelines: Non-employee directors must hold at least $250,000 in stock value; five years to comply (updated July 30, 2024). The proxy states all directors are in compliance as of April 18, 2025, excluding those who have not yet reached five years (Downes and Reder) .
- Hedging/pledging: Company prohibits directors from hedging or pledging company stock .
Governance Assessment
- Positive signals:
- Lead Independent Director with defined responsibilities; separate Chairman/CEO roles; structured executive sessions every quarterly meeting .
- Strong committee engagement: Cohen chairs SMAC and serves on Audit and NCGC; FY2024 committee attendance at 100% for SMAC and AC; overall director attendance ≥93% .
- Alignment: Material equity component ($70,003 in FY2024; policy shift to $100,000 annual equity in 2025 with one-year vesting), plus enhanced ownership guidelines ($250,000 minimum) and prohibition on hedging/pledging .
- Independence affirmed; stockholder-responsive governance updates (ownership guidelines, clawback policy) .
- Potential risks/red flags:
- No related person transactions involving Cohen disclosed; AC policy requires review of any such transactions over $120,000—none listed for Cohen .
- Beneficial ownership is <1%; while policy compliance is stated, ownership level vs. guideline value is monitored through the $250,000 minimum requirement .
- No other public company directorships disclosed—limits potential interlocks and conflicts, but also reduces external market governance exposure .
Overall, Cohen’s profile reflects independence, regulatory and sustainability expertise, and strong committee leadership with robust attendance. Compensation and ownership policies indicate alignment with shareholders, and the absence of related-party transactions reduces conflict risk .