Gary Bowman
About Gary Bowman
Gary Bowman, 68, is Chairman and Chief Executive Officer of Bowman Consulting Group (BWMN). He founded the company in 1995, is a licensed professional engineer with 40+ years of experience, and holds a B.S. from Virginia Tech . Under his leadership, Bowman has grown to approximately $426 million in annual gross contract revenue . For 2024, the compensation plan’s performance outcome included an Adjusted EBITDA Margin (net) of 15.70% (above Threshold, below Target), while organic and overall revenue growth fell below threshold—contributing to reduced annual bonus outcomes versus plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bowman Consulting Group Ltd. | Founder; Chairman & CEO | 1995–present | Led growth to ~$426m gross contract revenue; active in strategy, M&A, and execution . |
| Bowman Consulting Group Ltd. | President (prior title) | Through Jul 1, 2024 | Transitioned President role to Michael Bruen effective Jul 1, 2024; retained CEO & Chair roles . |
External Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Bowman Family Asset Management, LLC | Manager/Controller of entity holding BWMN shares | n/a | Holds 1,398,338 BWMN shares; shared voting/dispositive power with Bowman . |
| Lake Frederick Holdings, LLC | 100% owner; Manager | n/a | Related-party counterparty (MREC Shenandoah) receiving services; Bowman-owned entity . |
| Sunrise Asset Management | 100% owner | n/a | Company reimburses business aircraft use (Bowman-owned); $0.3m in 2024 . |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | Stock Awards ($, ASC 718) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 739,892 | — | 1,992,140 | 34,242 | 2,766,275 |
| 2023 | 715,563 | — | 3,396,124 | 386,821 | 4,498,508 |
Perquisites and benefits detail:
- 2024: 401(k) contribution $10,350 and perquisites $23,892, including company vehicle $14,592 and HSA contributions $9,300 .
- 2023: Perquisites included $294,521 business aircraft reimbursements to Bowman-owned entity, company vehicle $13,362, HSA $8,750, and $60,288 non-business services; 401(k) $9,900 .
Performance Compensation
Annual Bonus Plan (2024 design and outcome)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Bowman Payout (form) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin, net | 50% | 14.5% | 16.5% | 18.5% | 15.70% (above Threshold, below Target) | $147,978 earned; paid in restricted stock (5,251 shares) |
| Growth in Organic Revenue | 25% | $361m | $370m | $377m | Below Threshold | $0 for this metric |
| Growth in Overall Revenue | 25% | $386m | $429m | $472m | Below Threshold | $0 for this metric |
Payment mechanics:
- Committee determined CEO’s annual bonus be paid entirely in restricted stock for 2024 performance. ASC 718 grant-date value recorded for this award was $114,314 (granted Feb 2025) and vests no later than first trading day of the following calendar year .
Long-Term Incentive (LTI) Structure and Awards
- LTI Framework: For Mr. Bowman, 100% of annual LTI opportunity is in performance-based RSUs (PSUs) tied to relative TSR vs. a peer group over multi-year performance periods; vesting schedule at end of period: 75th percentile or higher = 100%; 55th = 50%; 35th = 25%; below 35th = 0% .
- Target opportunity as % of base salary: Threshold 75%, Target 150%, Maximum 300% (Bowman) .
Key PSU/time-based awards outstanding at 12/31/2024:
| Award Type | Grant Date | Shares/Units | Performance / Vesting | Performance Period | Unvested Market Value at 12/31/24 ($) |
|---|---|---|---|---|---|
| PSU (max opportunity) | 02/08/2024 | 73,843 | Relative TSR (peer group) | 1/1/2024–12/31/2026 | 1,842,383 |
| PSU (max opportunity) | 02/09/2023 | 132,031 | Relative TSR | 1/1/2023–12/01/2025 | 3,294,173 |
| PSU (max opportunity) | 02/09/2022 | 100,262 | Relative TSR | 1/1/2022–12/31/2024 | 2,501,537 |
| Time-based RS (IPO grant) | 05/06/2021 | 95,875 unvested | 5 equal annual installments on grant anniversary | Through 2026 | 2,392,081 |
| STIP RS (annual bonus paid in stock) | 02/08/2024 | 10,279 | Vests Jan 2, 2025 | n/a | 256,461 |
Notes:
- Time-based RS from 2021 IPO grant continues to vest annually (remaining installments expected May 6, 2025 and May 6, 2026), implying identifiable vest-driven supply windows .
- 12/31/2024 valuations use closing price $24.95 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,339,041 shares; 13.49% of outstanding as of 3/31/2025 . |
| Direct vs. indirect | 940,703 shares held directly; 1,398,338 shares via Bowman Family Asset Management, LLC (shared voting/dispositive power; Bowman is manager) . |
| Unvested equity at 12/31/2024 | Time-based RS: 106,154 shares (10,279 + 95,875); PSUs at max opportunity: 306,136 units (73,843 + 132,031 + 100,262) . |
| Anti-hedging policy | Hedging and short sales prohibited by insider trading policy . |
| Pledging | Bowman’s employment agreement contains provisions related to his ability to pledge his shares (company consent framework) . |
| Ownership guidelines | Non-employee directors must hold 3x annual cash retainer; measured annually. Executives not covered by this director guideline . |
Employment Terms
- Term and renewal: Initial term commenced May 11, 2021; ends Dec 31, 2026; automatic two-year renewals unless earlier terminated .
- Compensation eligibility: Base salary (subject to upward adjustments), Annual Bonus Plan, and equity awards under Equity Incentive Plan; standard benefits .
- Restrictive covenants: Confidentiality (during and after employment); non-competition and non-solicitation during employment and for two years post-termination; mutual non-disparagement .
- “Good Reason” highlights (Bowman): Includes material diminution of title/duties or overall comp opportunity (including historic grant-date value of equity awards and benefits/allowances), specified relocation threshold (15 miles for Bowman), and failure to assign agreement upon asset sale .
- Change in Control (CIC) and severance/vesting: If acquirer does not assume awards in a CIC, awards accelerate; equity award agreements also provide acceleration upon death/disability or qualifying termination (Company without cause; Executive for good reason; CIC-related good reason) subject to release . “Change in Control” defined per 2021 Omnibus Plan (ownership/effective control/asset sale tests) .
- Pledging: Employment agreement provisions address ability to pledge company stock .
Board Governance
- Board service history: Class I director nominee in 2025; has served as Chairman and CEO since founding (1995). Re-nominated for term to 2028 .
- Committee roles and attendance: Bowman is not listed as a member on any standing committee. 2024 committee composition: Audit (Vicks—Chair; Laurito; Mulroy), Compensation (Laurito—Chair; Mulroy; Riddick), Nominating & Governance (Riddick—Chair; Mulroy; Vicks). Board met 6 times in 2024; each current director attended ≥75% of Board and committee meetings .
- Dual-role implications: CEO also serves as Chairman; the Board’s bylaws permit combined roles. The Board continues to evaluate separating Chair/CEO or introducing a Lead Independent Director to enhance independent oversight .
- Director compensation: Bowman receives no additional compensation for service as Chairman (non-employee director retainers and equity apply only to independent directors) .
Related-Party Transactions (governance risk indicators)
- Office lease: BCG Chantilly, LLC (Bowman, Bruen, and Hickey collectively 63.6% interest until Apr 19, 2024); rent expense $27k in 2024 ($0.1m in 2023) .
- Notes receivable to Bowman-affiliated entities (maturities 2026–2027): BLD $0.5m (Bowman guaranty), LDG $0.4m (Bowman guaranty), BR10 $0.2m (pledge/assignment as security), AFD $1.2m (subsequently reduced to $0.4m after year-end) .
- Services to MREC Shenandoah (affiliates include Bowman-owned Lake Frederick Holdings and Bowman Realty 2013): Invoiced $0.6m (2024) and $0.2m (2023); payments received $0.1m (2024) and $0.2m (2023) .
- Aircraft reimbursement: Company reimbursed Bowman at fixed hourly rate for business use of aircraft owned by Bowman’s entity (Sunrise Asset Management): $0.3m (2024) and $0.4m (2023) .
- Family employment: Bowman’s son was a full-time employee; paid $0.2m (2024) and $0.1m (2023) .
- Related-person transaction policy is in place; reviewed/approved by Board or Audit Committee .
Investment Implications
- Alignment and incentives: Bowman’s LTI is 100% PSU-based on relative TSR—strong pay-for-performance design. Annual bonus outcomes in 2024 were reduced due to growth metrics below threshold; CEO’s earned bonus was paid fully in stock, which can signal alignment and conserve cash .
- Ownership and control: Significant ownership at 13.49% aligns interests but concentrates influence. Unvested equity is sizable; PSU settlements (2024–2026 cycles) and remaining 2021 time-based tranches (May 2025/2026) create identifiable supply windows that could contribute to insider-selling pressure if monetized .
- Governance risk factors: Combined CEO/Chair role and employment agreement provisions allowing stock pledging (though hedging is prohibited) warrant monitoring. Multiple related-party transactions (leases, notes, services, aircraft reimbursement) are disclosed and governed by policy, but elevate perceived governance risk for some investors .
- Retention/continuity: Contract runs through end-2026 with automatic renewals; restrictive covenants and severance/CIC protections support leadership continuity—beneficial amid multi-year TSR performance cycles tied to PSU vesting .