Thomas Brisbin
About Thomas D. Brisbin
Thomas D. Brisbin, age 72, is Willdan’s Chairman of the Board; he has served as a director since 2007, Chairman since November 2016, and previously served as CEO from April 2007 to December 2023 and President from April 2007 to November 2016 . He holds a B.S. from Northern Illinois University, a Ph.D. in Environmental Engineering from Illinois Institute of Technology, and completed Harvard Business School’s Advanced Management Program . The Board has determined he is not independent due to his prior CEO role and recent retirement in December 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willdan Group, Inc. | CEO; President | CEO: Apr 2007–Dec 2023; President: Apr 2007–Nov 2016 | Led growth and M&A; transitioned to non‑employee Chair Dec 2023 |
| AECOM Technology Corporation | Vice President & Consultant | 2004–2007 | Business development/consulting |
| Tetra Tech, Inc. | Chief Operating Officer & Executive VP | 1999–2004 | Operations leadership |
| PRC Environmental Management, Inc. | Co‑founder & President | 1978–1995 | Built environmental services platform |
| Argonne National Laboratory; Illinois Institute of Technology | Research Associate; Adjunct Professor | Prior to 1978 | Technical research/academia |
External Roles
No current public company directorships disclosed for Brisbin in the past five years in the director biography table .
Board Governance
- Role and committee assignments: Chairman of the Board; not a member of Audit, Compensation, Nominating & Corporate Governance (NCGC), or Strategy, M&A Committees, which are comprised only of independent directors .
- Independence: Not independent (former CEO; retired Dec 2023) .
- Attendance: Each incumbent director attended at least 93% of Board/committee meetings; five Board meetings were held in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions with each regularly scheduled quarterly Board meeting, led by the Chairman and Lead Independent Director .
- Board leadership: Roles of CEO and Chairman separated effective Dec 30, 2023 (Brisbin remained Chair; Bieber appointed CEO) .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned in Cash | 63,000 | Board/role retainers |
| Stock Awards (grant-date fair value) | 70,003 | Restricted stock (director equity retainer) |
| All Other Compensation | 1,253,000 | $303,000 consulting (annualized); $950,000 annual bonus paid in 2024 for 2023 CEO performance year |
| Total | 1,386,003 | Sum of components |
| Role-based director retainer schedule (FY2024) | Through July 29, 2024 ($) | Effective July 30, 2024 ($) |
|---|---|---|
| Annual Board Retainer | 46,000 | 50,000 |
| Additional Annual Retainer to Chairman | 15,000 | 15,000 |
- Consulting agreement: Effective Feb 28, 2024, Brisbin receives a monthly fee of $25,250 and reimbursement of reasonable expenses for services related to management transition, business development, technology development, and sales activities; this agreement superseded his employment agreement .
Performance Compensation
| Equity Awards and Plan Design | Terms |
|---|---|
| 2024 director equity grant | 2,248 restricted shares; vests 50% on first and second anniversaries of grant (two‑year vest) |
| Brisbin restricted stock holdings (as of Dec 27, 2024) | 20,165 restricted shares: 2,248 vest on Jun 12, 2025 & Jun 12, 2026; 11,667 vest on Mar 7, 2025 & Mar 7, 2026; 6,250 vest on Mar 9, 2025 |
| 2008 Performance Incentive Plan—key features | Minimum 1‑year vesting (5% exception); no option/SAR repricing without stockholder approval; dividends not paid currently on unvested equity; clawback policy applies to awards; non‑employee director annual award cap $200k ($400k if Independent Chair or Lead Independent Director) |
| 2025 change to director equity retainer | Increased from $70,000 to $100,000; vesting shifted from two years to one year |
No performance metrics are tied to non‑employee director equity awards; time-based vesting applies to director grants .
Other Directorships & Interlocks
No other current public company directorships or disclosed interlocks for Brisbin in the past five years; the biography lists prior operating roles rather than board seats .
Expertise & Qualifications
- Senior leadership, industry/technical expertise, M&A/business development, financial sophistication, talent/compensation, governance/risk oversight (skills matrix) .
- Degrees: B.S. Northern Illinois University; Ph.D. Environmental Engineering, Illinois Institute of Technology; Harvard AMP .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Composition/Notes |
|---|---|---|---|
| Thomas D. Brisbin | 697,454 | 4.8% (based on 14,497,156 shares) | 422,454 shares common + 275,000 options exercisable by Jun 15, 2025; includes 2,248 RS vesting Jun 12, 2025/2026 and 5,834 RS vesting Mar 7, 2026 |
- Directors/officers group (9 persons): 1,252,833 shares, 8.6% .
- Options outstanding/vested (directors, incl. Brisbin): Brisbin holds 275,000 options exercisable as of Apr 4, 2025; other non‑employee directors have no options .
- Stock ownership guidelines: Non‑employee directors must hold $250,000 in stock value; all executive officers and directors are in compliance as of Apr 18, 2025 (Downes and Reder have not yet reached 5 years of service) .
Governance Assessment
- Independence and committee service: As non‑independent Chair, Brisbin provides continuity and sector expertise; oversight is balanced by fully independent committees and a Lead Independent Director, with regular executive sessions enhancing independent oversight .
- Attendance/engagement: Board met five times in 2024; all directors had ≥93% attendance and attended the annual meeting, supporting governance effectiveness .
- Alignment vs. conflicts: Significant share ownership (4.8%) aligns incentives with stockholders , while the consulting agreement and “All Other Compensation” are related‑party exposures that require vigilant Audit Committee oversight under the related person transaction policy (monthly fee $25,250, annualized $303,000) .
- Hedging/pledging risk control: Company prohibits hedging and pledging of company stock for directors and employees, reducing misalignment risk .
- Red flags: Two late Section 16 filings for Brisbin in 2024 were noted (delinquency cured), a mild compliance lapse warranting monitoring .
- Compensation structure signals: Director equity retainer increased to $100k with one‑year vesting starting in 2025—simplifies and potentially reduces retention duration; no option repricing permitted; dividends not paid on unvested equity; robust clawback policy across incentive pay .
- Shareholder feedback context: Say‑on‑pay support at 63% in 2024 for FY2023 compensation led to governance and compensation enhancements (e.g., NEO employment agreements, capped STI bonuses, NACD membership), indicating responsiveness to investor input .
Related Party Transactions and Policies
- Consulting agreement (related party): Entered Feb 28, 2024; $25,250 monthly fee plus expenses; scope includes transition, BD, technology, sales; superseded Brisbin’s employment agreement .
- Related person transaction policy: Audit Committee reviews/approves transactions >$120,000 with a related person, considering arm’s‑length terms and company benefit .
- Indemnification agreements: Standard director/officer indemnification in place; no indemnification expenses incurred in 2024 .
Director Compensation Structure Analysis
- Year‑over‑year changes: Board retainer increased mid‑2024; director equity retainer increased to $100k beginning 2025 with one‑year vest, shifting mix modestly toward equity and shortening vest duration .
- Risk controls: No option/SAR repricing; minimum 1‑year vesting; dividends barred on unvested equity; clawback policy implemented per SEC/Nasdaq rules .
- Alignment: Stock ownership guidelines ($250k) and prohibition on hedging/pledging enhance alignment and reduce misalignment behaviors .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Approximately 63% support for FY2023 executive compensation; Board responded with NEO employment agreements, bonus caps, governance resources (NACD), and enhanced sustainability disclosures .
Expertise & Qualifications
- Core credentials: Senior leadership across consulting/engineering; deep energy and infrastructure experience; M&A/business development; governance and risk oversight; academic/technical background supports board effectiveness .
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Common shares held | 422,454 |
| Options exercisable within 60 days | 275,000 |
| Total beneficial ownership | 697,454 (4.8%) |
| Restricted stock vesting schedule (selected) | 2,248 (Jun 12, 2025/2026); 11,667 (Mar 7, 2025/2026); 6,250 (Mar 9, 2025) |
Governance Assessment (Concise)
- Strengths: High board/committee attendance; independent committees; separation of Chair/CEO; strong ownership alignment and anti‑hedging/pledging policy; responsive to shareholder feedback .
- Watch items: Non‑independent Chair with consulting arrangement (ensure arm’s‑length oversight and clear scope); late Section 16 filings flagged as minor compliance lapse .
- Net: Governance structures and policies mitigate independence concerns; continued monitoring of related‑party consulting and compliance timeliness is prudent .