James Laurito
About James Laurito
James P. Laurito (age 68) is an independent director of Bowman Consulting Group (BWMN) since March 2021 and was elected Chair of the Board on May 23, 2025 after the Board split the Chair/CEO roles; he previously chaired the Compensation Committee and serves on the Audit Committee as an “audit committee financial expert.” He is a former EVP, Business Development & Chief Technology Officer at Fortis, Inc. (2018–Dec 2021) and earlier held CEO and president roles at Central Hudson Gas & Electric/CH Energy Group (2009–2016) and at NYSEG/RG&E (2003–2009). He holds a B.S. in civil engineering from West Virginia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortis, Inc. (NYSE: FTS) | EVP, Business Development & Chief Technology Officer | May 2018 – Dec 2021 | Led M&A, strategy, innovation, technology, cybersecurity |
| Fortis, Inc. | EVP, Business Development | Apr 2016 – May 2018 | M&A and strategic growth |
| Central Hudson Gas & Electric / CH Energy Group | President & CEO (Central Hudson and CH Energy Group) | Oct 2014 – Mar 2016 | CEO leadership of regulated utility and holding company |
| Central Hudson Gas & Electric | President | Nov 2009 – Oct 2014 | Operational leadership of utility |
| NYSEG & Rochester Gas & Electric (Iberdrola/Energy East subsidiaries) | President & CEO | Jun 2003 – Oct 2009 | Led two NY utilities within Energy East/Iberdrola |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in the proxy biography for Mr. Laurito . |
Board Governance
- Independence: The Board determined all directors except CEO Gary Bowman are independent; Mr. Laurito is independent and qualified as an “audit committee financial expert” under SEC rules .
- Board/Committee attendance: Board met 6 times in 2024; Audit 8, Compensation 6, Nominating & Corporate Governance (NCG) 4; each current director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Leadership: On May 23, 2025, the Board separated Chair/CEO roles and elected Mr. Laurito (independent) as Chair; Pat Mulroy was appointed Compensation Committee Chair; R. Vicks (Audit) and S. Riddick (NCG) remained chairs .
| Committee | 2024 Membership/Role | Post-5/23/2025 Update |
|---|---|---|
| Audit | Member (with Vicks as Chair; Mulroy member). Board designated Laurito an audit committee financial expert . | Chairs unchanged; no change to Laurito’s audit committee status disclosed in 8-K (only chairs identified) . |
| Compensation | Chair in 2024 (with Riddick, Mulroy as members) . | Patricia Mulroy appointed Chair; Laurito became independent Board Chair . |
| NCG | Not a member in 2024 . | No change disclosed regarding Laurito . |
Fixed Compensation (Director)
| Year | Component | Amount/Terms | Source |
|---|---|---|---|
| 2024 | Annual cash retainer | $50,000 | |
| 2024 | Committee chair/membership retainers | Audit Chair $15,000; Compensation Chair $10,000; NCG Chair $10,000; Audit member $10,000; Compensation member $5,000; NCG member $5,000 | |
| 2024 | Laurito cash fees (actual) | $70,000 (role-based totals) | |
| 2025 program (approved Feb 7, 2025) | Annual cash retainer | $67,500 | |
| 2025 program | Committee chair retainers | Audit $20,750; Compensation $20,000; NCG $12,000 | |
| 2025 program | Committee member retainers | Audit $10,000; Compensation $6,000; NCG $6,000 |
Performance Compensation (Director Equity)
- Director equity awards are time-based restricted stock (not performance-metric based); annual grant generally vests one year from grant date .
| Grant Date | Shares | Value Basis | Grant-Date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| May 16, 2024 | 3,069 | $100,000 target; shares = $100,000 ÷ 200-day VWAP $32.58; closing price on grant date $31.82 | $97,656 | Generally 1-year vest | |
| 2025 program | Annual equity value | $132,500 (effective after second quarterly Board meeting) | — | Program change for 2025 |
Note: 2024 total compensation for Mr. Laurito was $162,656 (cash $70,000; stock awards $97,656) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography for Mr. Laurito does not list other current public company boards; other directors’ external boards are disclosed separately (e.g., Vicks at Tenable) . |
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC definition) based on prior CEO leadership at public company subsidiaries; meets Nasdaq/SEC independence criteria for committee service .
- Utility and energy sector CEO experience (Central Hudson/CH Energy Group; NYSEG/RG&E); strategic and M&A leadership; CTO experience covering innovation, technology, and cybersecurity at Fortis .
- B.S., Civil Engineering, West Virginia University .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Basis/Date | Ownership Guideline (3x annual cash retainer) | Compliance Status |
|---|---|---|---|---|---|
| James P. Laurito | 22,536 | <1% of 17,337,090 outstanding as of Mar 31, 2025 | Beneficial ownership table (Mar 31, 2025) | Directors must hold ≥3x cash retainer; three-year transition; measured at annual meeting close price | Laurito has met the guideline |
| Citations |
- Aggregate number of stock awards outstanding for Laurito at Dec 31, 2024: 22,536 shares (company-wide director table) .
- Anti-hedging policy prohibits hedging/monetization transactions and short sales of company securities; pre-clearance required for potential hedging-like transactions .
Insider Trades (Form 4 and Director Grants)
| Date | Transaction | Shares/Units | Price/Value | Source |
|---|---|---|---|---|
| May 16, 2024 | Annual director restricted stock grant | 3,069 | Closing price $31.82; grant-date fair value $97,656 | |
| May 23, 2025 (filed May 27–28, 2025) | Reported Form 4 transaction in BWMN common stock (details on SEC) | — | — |
Related-Party Exposure and Conflicts
- Policy and oversight: The Audit Committee reviews and approves related person transactions; no director may participate in approval of a transaction where they or an immediate family member is the related person .
- Disclosed related-party transactions were concentrated around entities affiliated with CEO Gary Bowman (leases, notes receivable, services, aircraft reimbursement) and family employment; no transactions in this section name Mr. Laurito .
- Compensation advisor independence: The Compensation Committee (which Mr. Laurito chaired in 2024) retained PwC for compensation advice ($24,000), while management separately engaged PwC for tax and internal audit/risk management ($621,265); the Committee considered these additional services and determined no conflicts of interest .
Governance Assessment
-
Positives:
- Independent Chair of the Board appointment in May 2025 enhances oversight and board effectiveness; separation of Chair/CEO roles is a governance strength .
- Designation as Audit Committee Financial Expert and service on Audit and Compensation committees indicate deep financial and executive oversight capability .
- Strong engagement indicators: ≥75% attendance threshold met for all directors; full attendance at 2024 annual meeting .
- Ownership alignment: Director stock ownership guideline (≥3x cash retainer) met by Laurito; annual time-based equity grants with one-year vesting support skin-in-the-game .
-
Watch items:
- Dual engagement of PwC (compensation advisor and separate tax/internal audit provider) can pose perceived independence risks despite the Committee’s no-conflicts determination; continued monitoring of advisor independence is prudent .
- Company’s related-party transactions are primarily CEO-related; while none involve Laurito, Audit Committee vigilance remains important given scope and frequency of such transactions .
-
No red flags identified specific to Laurito regarding related-party dealings, pledging, hedging, or attendance; company policy prohibits hedging and short sales .
Director Compensation (Detail for 2024)
| Component | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | |
| Stock Awards (grant-date fair value) | $97,656 | |
| Total | $162,656 |
Compensation Committee Analysis (2024)
- Committee composition: Laurito (Chair), Riddick, Mulroy; all independent per Nasdaq rules; non-employee directors under Rule 16b-3 .
- Independent consultant: PwC engaged by the Committee; separate PwC engagements by management for tax/internal audit; total 2024 PwC fees $645,265; Committee determined no conflicts .
Attendance and Meetings (2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 6 | All current directors attended ≥75%; all directors attended 2024 annual meeting |
| Audit Committee | 8 | — |
| Compensation Committee | 6 | — |
| Nominating & Corporate Governance | 4 | — |
RED FLAG summary: None identified specific to Laurito; monitor advisor independence (PwC) and ongoing related-party transactions oversight. Policy prohibits hedging/short sales; no pledge policy disclosed in cited sections .