Wanda Reder
About Wanda K. Reder
Wanda K. Reder, age 60, is an independent director of Willdan Group, Inc. (WLDN) since 2021. She is President & CEO of Reder Advisors, LLC (formerly Grid-X Partners), with prior senior roles at S&C Electric Company and Exelon, and is an elected member of the National Academy of Engineering and IEEE Fellow with an engineering degree from South Dakota State University and an MBA from University of St. Thomas . The Board has affirmatively determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&C Electric Company | Vice President of Power Systems Services; Chief Strategy Officer | — | — |
| Exelon Energy Delivery | Vice President of Asset Management; Vice President of Engineering & System Planning | — | — |
| Davies Consulting, Inc. | Vice President, Energy Sector | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. DOE Electricity Advisory Committee | Chair (term finalized in 2024) | through 2024 | — |
| TechPro Power Group | Board Member | — | — |
| National Academy of Engineering (U.S.) | Elected Member; present/past Committees for Finance, Election, Membership | — | — |
| IEEE | Fellow; IEEE Power & Energy Society Past President; IEEE Foundation Past Board Member & Audit Committee Chair | — | Audit Committee Chair (Foundation) |
| South Dakota State University | Trustee | — | — |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Reder is independent under Nasdaq and SEC rules .
- Attendance and engagement: Each incumbent director attended or participated in at least 93% of Board and applicable committee meetings; five Board meetings were held in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session after each quarterly Board meeting and as needed; sessions led by the Chairman and Lead Independent Director .
- Committee activity and attendance (FY2024): | Committee | Role | Meetings (FY2024) | Avg Attendance (FY2024) | |---|---|---|---| | Audit Committee | Member | 5 | 100% | | Compensation Committee | Member | 5 | 95% | | Nominating & Corporate Governance Committee | Member | 4 | 100% |
- Committee scopes (selected):
- Audit Committee: oversee financial reporting integrity, internal controls, auditor independence/performance; all members financially literate; Chair is “audit committee financial expert” .
- Compensation Committee: design executive pay, approve CEO compensation objectives, administer equity plans; uses independent consultant; all members independent and Rule 16b-3 nonemployee directors .
- Nominating & Corporate Governance: board composition, director criteria/independence, committee structure, governance policies; all members independent .
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount (USD) |
|---|---|
| Cash fees earned | $68,750 |
| Total cash | $68,750 |
Fee schedule changes (effective July 30, 2024) for context:
| Fee Type | Through July 29, 2024 | Effective July 30, 2024 |
|---|---|---|
| Annual Board Retainer | $46,000 | $50,000 |
| AC Chair | $16,500 | $20,000 |
| CC Chair | $12,000 | $15,000 |
| SMAC Chair | $12,000 | $12,000 |
| NCGC Chair | $12,000 | $12,000 |
| AC Member | $6,000 | $10,000 |
| CC Member | $6,000 | $7,500 |
| SMAC Member | $6,000 | $6,000 |
| NCGC Member | $6,000 | $6,000 |
Performance Compensation (Non-Employee Director – FY2024)
| Equity Instrument | Grant Date | Shares Granted | Vesting | Grant-date Fair Value (USD) |
|---|---|---|---|---|
| Restricted Stock (2008 Plan) | June 2024 | 2,248 | 50% on each of June 12, 2025 and June 12, 2026 (service-based) | $70,003 |
Additional outstanding director equity (as of 12/27/2024): total restricted shares held 4,041, of which 1,793 vest on June 7, 2025; remainder vest per above .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None of the CC members (including Reder) had relationships requiring disclosure under Item 404 of Regulation S-K; none of WLDN executive officers served on the board/compensation committee of an entity with reciprocal executive service on WLDN’s Board or CC .
- Public company directorships: Not specifically disclosed in Reder’s biography; TechPro Power Group board membership disclosed (status of public/private not specified) .
Expertise & Qualifications
- Senior leadership; industry and technical expertise; client regulatory; business development/M&A; financial sophistication; talent management & compensation; governance & risk oversight; innovation & technology .
- Elected Member, National Academy of Engineering; IEEE Fellow; IEEE PES Past President; IEEE Foundation Past Board Member and Audit Committee Chair .
- Education: B.S. Engineering (South Dakota State University); MBA (University of St. Thomas); SDSU Trustee .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 9,745 |
| Ownership as % of shares outstanding | <1% (asterisk denotes <1%) |
| Vested shares/units (as of 4/4/2025) | 5,704 |
| Unvested restricted shares/units (as of 4/4/2025) | 4,041 |
| Options (exercisable/unexercisable) | — (none disclosed) |
| Hedging/pledging | Prohibited by Company policy |
Stock ownership guidelines:
- Non-employee directors must hold at least $250,000 in stock value within five years (updated July 30, 2024); compliance table states directors are in compliance as of 4/18/2025, with the note excluding Downes and Reder who have not yet reached five years of service .
Governance Assessment
- Independence and committee breadth: Reder is an independent director serving on three key committees (Audit, Compensation, NCGC), supporting board effectiveness through financial oversight, pay design, and governance policy .
- Attendance and engagement signal: Board-level attendance ≥93% for each incumbent director; robust committee activity and 100% attendance averages for AC and NCGC, 95% for CC—positive indicator of engagement .
- Ownership alignment: Beneficial ownership of 9,745 shares with clear unvested components; hedging/pledging prohibited; director equity paid annually and time-vested, aligning incentives while avoiding short-termism .
- Pay structure changes: Director annual equity retainer increased from $70,000 to $100,000 beginning in 2025, with vesting shortened from two years to one year—improves near-term alignment but increases guaranteed equity pacing; monitor equity burn and dilutive impact .
- Shareholder feedback signal: 2024 say-on-pay support at ~63% indicates investor concerns with executive compensation; Board/CC engaged and implemented governance/pay changes (clawbacks, bonus caps, employment agreements) in response .
- Conflicts/related-party exposure: CC interlock disclosure indicates no relationships requiring Item 404; Company maintains related person transaction policy under AC oversight—no specific related-party transactions involving Reder disclosed in the proxy .
RED FLAGS to monitor: modest say-on-pay approval (~63%) indicating governance/pay scrutiny ; 2025 director equity retainer increase and faster vesting could be perceived as pay inflation; continued monitoring of award overhang/burn rate advisable .