Patricia Mulroy

About Patricia Mulroy

Patricia Mulroy, 72, has served as an independent director of Bowman Consulting Group Ltd. since March 2021. She is a Senior Fellow for Climate Adaptation and Environmental Policy and a Practitioner in Residence at UNLV’s Saltman Center for Conflict Resolution, and she owns a consulting firm focused on water matters; she is a recognized expert in water resources and climate adaptation. She holds B.A. and M.A. degrees from the University of Nevada, Las Vegas, and currently also serves on the board of Wynn Resorts (Nasdaq: WYNN) .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except CEO Gary Bowman are independent; Ms. Mulroy is independent under Nasdaq and SEC rules .
• Board leadership: Combined Chair/CEO; Board continues to evaluate separating roles or introducing a Lead Independent Director; independent directors hold executive sessions at least twice per year and schedule executive sessions at all regular meetings .
• Meetings and attendance: Board held 6 meetings in 2024; each current director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
• Committee assignments (2024):
  • Audit Committee: Member (Chair: Raymond Vicks; 8 meetings)
  • Compensation Committee: Member (Chair: James Laurito; 6 meetings)
  • Nominating & Corporate Governance Committee: Member (Chair: Stephen Riddick; 4 meetings)
  • Audit Committee financial expert designation applies to Vicks and Laurito; not to Mulroy .
• Compensation consultant: PwC served as independent compensation consultant to the Compensation Committee in 2024; also provided tax consulting and internal audit/risk services to the Company ($645,265 total; $24,000 compensation advisory), with the committee determining no conflicts .

Fixed Compensation (Director)

Performance Compensation (Director)

• Director equity awards are time-based restricted stock; no options or PSUs are disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Domain expertise: Water resource management, climate adaptation strategy for governments and corporations .
• Governance experience: Public company director (WYNN); service across Audit, Compensation, and Nominating/Governance committees at BWMN .
• Academic policy and conflict resolution experience via UNLV roles .
• Not designated as an “audit committee financial expert” (designation held by Vicks and Laurito) .

Equity Ownership

• Stock ownership policy: Non-employee directors must hold stock equal to 3x annual cash retainer; compliance measured annually; Ms. Mulroy has met the requirement .
• Anti-hedging/short sale prohibition applies to all insiders under the Company’s policy .
• No pledging by Ms. Mulroy is disclosed; policy notes clawback applies to awards under equity plan .

Related-Party Exposure and Conflicts

• The proxy’s related-party transactions section details multiple arrangements related to CEO Gary Bowman and his affiliated entities; no transactions involving Ms. Mulroy are disclosed in that section .
• Audit Committee (of which Ms. Mulroy is a member) is responsible for reviewing and approving related-party transactions and pre-approving auditor services .

Compensation Committee Analysis

• Committee composition: Independent directors (Laurito—Chair, Riddick, Mulroy) .
• Consultant: PwC served as independent compensation consultant; simultaneously provided tax and internal audit/risk services ($621,265) with the committee determining no conflicts; total fees $645,265; compensation advisory fees $24,000 .
• Interlocks: None—no BWMN executives served on other companies’ comp committees where BWMN executives sit, and all current comp committee members are non-employees .

Governance Assessment

• Strengths:
  • Independent director with high domain relevance (water/climate), serving across all three key committees; attendance at or above 75% threshold in 2024 .
  • Clear ownership alignment: met stock ownership guidelines; 2024 equity grant vests over one year; anti-hedging policy in place .
  • Audit Committee oversight includes related-party review and cybersecurity risk management .
• Watch items / potential red flags:
  • Board leadership remains combined Chair/CEO with no Lead Independent Director; Board is “evaluating” separation or LID—this is a governance caution for independence optics .
  • Compensation consultant (PwC) also performed non-compensation services; the committee assessed and found no conflicts, but cross-engagement warrants continued monitoring from an independence perspective .

Overall, Ms. Mulroy appears to enhance board effectiveness through sectoral expertise and broad committee service, with solid attendance and ownership alignment. Primary governance sensitivities relate to the Board’s leadership structure and compensation consultant cross-services (firm-level), rather than issues specific to Ms. Mulroy .

Appendix: Committee Assignments Snapshot (2024)

Appendix: Director Compensation (2024) – Ms. Mulroy

Citations
Director independence
Board leadership structure and executive sessions
Meetings, attendance, and committee membership table
Audit Committee membership, responsibilities, financial experts
Compensation Committee membership, responsibilities, and PwC fee details
Nominating & Corporate Governance Committee membership, responsibilities, interlocks
Ms. Mulroy biography, external roles, education (WYNN directorship, UNLV roles, water/climate expertise)
Director compensation structure and 2024 grants; Ms. Mulroy’s 2024 compensation table; outstanding director stock awards at 12/31/24
Stock ownership policy and 2025 director compensation changes; compliance status
Outstanding shares and beneficial ownership table methodology
Ms. Mulroy beneficial ownership (18,411 shares)
Related-party transactions (no mention of Ms. Mulroy)
Related-party policy and approvals; indemnification policy