Angela Hicks Bowman
About Angela Hicks Bowman
Angela R. Hicks Bowman (“Angie Hicks”), age 52, is Angi’s Chief Customer Officer and a Class III director, serving since September 2017; she co-founded Angie’s List in 1995 and previously served as its Chief Marketing Officer (2000–2017) and director (2013–2017) . She holds a BA in Economics (DePauw University) and an MBA (Harvard Business School), with notable awards including TechPoint Trailblazer and HBS Alumni Achievement Award (2017) . Company Pay vs. Performance context: 2024 GAAP net earnings of $36.0M and Company TSR implies a $100 initial investment valued at $19.60 vs peer group $307.93, underscoring significant relative underperformance in 2024 despite positive GAAP earnings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Angie’s List | Co‑Founder | 1995–present | Originated consumer reviews marketplace; foundational brand equity for Angi |
| Angie’s List | Chief Marketing Officer | 2000–2017 | Scaled brand, demand generation, and customer acquisition |
| Angie’s List | Director | 2013–2017 | Governance during growth and pre‑combination period |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harvard Business School Mid‑US Advisory Board | Member | Since May 2024 | Regional advisory; network/insight benefits |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $500,000 |
| Discretionary Bonus Paid ($) | $275,000 |
| 401(k) Company Match ($) | $9,885 |
| Contract Term | Initial 1‑year term; auto‑renewals for successive 1‑year terms unless 60‑day notice |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Discretionary (committee & CEO assessment) | Not formulaic | Not disclosed | $275,000 (FY24) | N/A |
| RSUs (employee award) | Equity | N/A | Not disclosed | 100,000 RSUs granted in 2024 (pre‑reverse split); Form 4 was late due to admin error | Not disclosed |
| Stock options | Equity | N/A | N/A | 25,000 vested options held (exercisable) | Subject to original award terms |
Notes:
- Angi’s executive pay framework emphasizes discretion over strict formulas; equity used primarily for retention/long‑term alignment, and options have not been a regular component in recent years company‑wide .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Class A) | 50,602 shares, comprised of 25,602 shares held directly + 25,000 vested stock options |
| Ownership as % of Shares Outstanding | * (<1% of 47,950,314 shares) |
| Vested vs Unvested | 25,000 options vested; RSU vesting schedule for 2024 grant not disclosed |
| Pledging/Hedging | Company policy prohibits hedging, short sales, and pledging/margin use for directors/officers/employees |
| Stock Ownership Guidelines | Policy applies to NEOs (CEO 100k shares; CFO 12.5k; others 7.5k) and retention of 25% net shares until guidelines met; Angela is not listed among NEOs in CD&A |
Employment Terms
| Provision | Terms (Angela Hicks Bowman) |
|---|---|
| Agreement Date | May 1, 2017; auto‑renews annually unless 60‑day notice |
| Base + Bonus Eligibility | Base salary (currently $500,000), discretionary annual bonus, benefits |
| Severance (Qualifying Termination without Cause or for Good Reason) | 12 months base salary continuation and continued healthcare reimbursement; vested options exercisable until earlier of 18 months post‑termination or scheduled expiry |
| Restrictive Covenants | Non‑compete during employment and 12 months thereafter; non‑solicit during employment and for 18 months thereafter; confidentiality and IP/proprietary rights |
| Change‑in‑Control | Specific acceleration for Angela’s RSUs/options not disclosed; Angi’s plan generally provides double‑trigger equity vesting for NEOs, but Angela is not included among NEOs in CD&A |
Board Governance
- Class III director (term through 2027 annual meeting); not independent due to officer status .
- Committee roles: Audit, Compensation & Human Capital, and Nominating & Governance committees are composed solely of independent directors; Angela is not on these committees .
- Board/committee meeting attendance: All incumbent directors attended at least 75% of meetings in 2024 .
- Executive sessions: Independent directors meet in executive session at least twice per year; Angi has no Lead Independent Director .
Director Compensation
| Component | Non‑Employee Directors (Policy) |
|---|---|
| Annual Cash Retainer | $50,000 |
| Committee Member Retainers | Audit $10,000; Compensation & Human Capital $5,000 |
| Committee Chair Retainers | Audit $20,000; Compensation & Human Capital $20,000; Nominating & Governance Chair $20,000 (members $5,000) |
| Equity | Annual RSU grant $250,000; vests over 3 years; full acceleration on CoC; deferral election available |
| Application to Angela | As an employee director, Angela does not receive non‑employee director retainers/equity under this policy . |
Compensation Structure Analysis
- Discretionary annual bonus structure without fixed metrics/weights (committee judgment) reduces formulaic pay‑for‑performance transparency but accommodates dynamic priorities .
- Company’s recent equity practice emphasizes RSUs/PSUs; stock options are not a regular component of new grants, suggesting lower risk for executives versus options‑heavy programs; Angela’s 25,000 vested options appear legacy, while a 2024 RSU grant aligns with prevailing practice .
- Clawback policy adopted in 2023 per Nasdaq/Dodd‑Frank recovers erroneously awarded incentive pay from current/former executive officers after restatements, regardless of misconduct, strengthening shareholder protections .
Risk Indicators & Red Flags
- Section 16 reporting: A 2024 equity grant of 100,000 RSUs to Angela was not timely reported on Form 4 due to an administrative error by Angi—indicative of control/process weakness; monitor future Section 16 timeliness .
- Dual role (officer + director) means non‑independence and committee ineligibility; potential governance concerns if board relies heavily on management insiders .
- Hedging/pledging prohibited—which is positive for alignment and reduces risk of forced sales via margin calls .
Investment Implications
- Alignment: Absolute ownership is small (<1%); presence of RSUs and legacy vested options implies potential periodic selling for tax/liquidity; monitor Form 4s for vesting/exercise‑driven flow .
- Retention risk: Contract provides 12‑month severance and post‑termination option exercise window; non‑compete/non‑solicit covenants reduce immediate competitive attrition risk .
- Governance: Angela’s dual role precludes committee service; independence is concentrated among other directors and committees, with no Lead Independent Director—investors should track board oversight effectiveness especially on compensation and risk .
- Performance context: 2024 GAAP profitability (+$36M) alongside very weak TSR vs peers highlights execution gap; continued customer experience initiatives under her remit should be evaluated against improvement in TSR and revenue/profit trends .