Raymond Vicks, Jr.
About Raymond Vicks, Jr.
Independent director of Bowman Consulting Group Ltd. since May 2022; age 65. Former PwC partner (16 years), CFO of The HSC Health Care System, and managing partner at The BMV Group; certified public accountant with a B.S. in Accounting from Virginia Tech. He serves as Audit Committee Chair and is designated an SEC “audit committee financial expert,” and is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The BMV Group | Managing Partner | Aug 2017–2019 | Advisory leadership; financial oversight |
| The HSC Health Care System | SVP & Chief Financial Officer | 2015–2018 | Enterprise finance and controls |
| PricewaterhouseCoopers LLP | Roles of increasing responsibility; Partner | 1995–2014 (Partner 16 years) | Audit and advisory leadership; public company financial reporting; CPA |
External Roles
| Organization | Listed? | Role | Committees |
|---|---|---|---|
| Tenable Holdings, Inc. (TENB) | Nasdaq | Director | Audit Committee member |
| Access Clinical Partners | Private | Director | Not disclosed |
Board Governance
- Independence and role: Independent director; Chair of the Audit Committee; member of the Nominating & Corporate Governance Committee; designated “audit committee financial expert.” Audit Committee oversight includes financial reporting, internal controls, related-party transactions, earnings releases, and cybersecurity risk management .
- Committee structure and meetings (2024): Board met 6 times; Audit (Chair: Vicks) met 8; Compensation 6; Nominating & Corporate Governance 4; each current director attended at least 75% of Board and relevant committee meetings .
- Board composition/leadership: CEO serves as Chair; Board continues to evaluate separation of roles or introduction of a Lead Independent Director; independent directors hold executive sessions at least twice per year .
| 2024 Meetings | Count |
|---|---|
| Board | 6 |
| Audit | 8 |
| Compensation | 6 |
| Nominating & Corporate Governance | 4 |
Fixed Compensation
| Year | Component | Amount/Structure |
|---|---|---|
| 2024 | Board cash retainer | $50,000 per non-employee director (paid quarterly) |
| 2024 | Audit Chair fee | $15,000 additional |
| 2024 | Nominating & Corporate Governance member fee | $5,000 additional |
| 2024 | Total cash paid to Vicks | $70,000 |
| 2025 | Board cash retainer | $67,500 per non-employee director |
| 2025 | Audit Chair fee | $20,750 additional |
| 2025 | Nominating & Corporate Governance member fee | $6,000 additional |
Performance Compensation
| Grant | Grant Date | Shares | Valuation Basis | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director stock award (2024) | May 16, 2024 | 3,069 | $100,000 notional ÷ 200-day VWAP of $32.58 | $97,656 (ASC 718) | Generally vests one year from grant |
| Annual director stock award program (2025) | After 2Q Board meeting | N/A | Target value $132,500 | N/A | One-time initial award equal to annual stock award for new directors |
Note: Director equity grants are time-based; no performance metrics or TSR conditions apply to non-employee director awards .
Other Directorships & Interlocks
- Current public boards: Tenable Holdings, Inc. (Audit Committee) .
- Compensation committee interlocks: None; no insider participation on Bowman’s Compensation Committee .
Expertise & Qualifications
- CPA; former Big Four partner with extensive public company audit experience; designated audit committee financial expert by the Board .
- Senior finance leadership (CFO) in healthcare; governance and risk oversight experience; education: B.S., Accounting, Virginia Tech .
- Audit Committee responsibilities at Bowman explicitly include related-party transaction review/approval and cybersecurity risk management .
Equity Ownership
| Holder | Beneficial Ownership (3/31/2025) | % Outstanding | Notes |
|---|---|---|---|
| Raymond Vicks, Jr. | 14,848 | * | 13,848 shares held directly; 1,000 shares held for granddaughter via UTMA (custodian: Vicks). Shares outstanding: 17,337,090 |
| Outstanding director stock awards (Vicks) at 12/31/2024 | 14,848 | N/A | Aggregate number of stock awards outstanding |
- Stock ownership policy: Non-employee directors must hold stock equal to 3x annual cash retainer within 3 years; Vicks has met the requirement .
- Anti-hedging: Company prohibits hedging and short sales of company securities .
- Pledging: No disclosure of any share pledges by Vicks (not mentioned in proxy); CEO’s employment agreement contains pledging provisions (director-specific pledging not disclosed) .
Governance Assessment
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Strengths
- Audit Chair and SEC-designated financial expert with deep audit and CFO experience; leads oversight of financial reporting, internal control, and cybersecurity risk .
- Independent status; solid committee engagement with at least 75% attendance; Board and Audit Committee met regularly (6 and 8 times in 2024, respectively) .
- Ownership alignment: met 3x retainer stock ownership guideline; annual equity grants increase alignment; anti-hedging policy in place .
-
Potential risk indicators / red flags to monitor
- Related-party transactions with entities affiliated with the CEO (office lease, loans/notes receivable, services, aircraft reimbursements, and family employment) place heightened reliance on Audit Committee oversight (chaired by Vicks). Examples include: 2024 rent expense to BCG Chantilly ($27,000); notes receivable from multiple CEO-affiliated entities (e.g., BLD $0.5m; LDG $0.4m; BR10 $0.2m; AFD $1.2m → $0.4m subsequent); services with MREC Shenandoah (invoiced $0.6m in 2024); aircraft reimbursements ($0.3m in 2024) .
- Board leadership structure: CEO is also Chair; no Lead Independent Director as of the proxy date (Board evaluating); investors often prefer a LID or independent chair for stronger oversight .
- Compensation consultant independence optics: PwC advised Compensation Committee (fees: $24k), while also providing tax and internal audit/risk services to management ($621,265); Committee determined no conflicts, but dual mandates warrant continued monitoring .
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Signals for investors
- 2025 increases to director cash/equity retainers (cash to $67,500; annual equity to $132,500) suggest ongoing refresh toward market medians for board talent retention; monitor against performance and governance outcomes .
- Audit Committee’s explicit remit over cybersecurity risk adds relevance as Bowman scales; Vicks’ audit leadership is central to financial reporting integrity and related-party oversight .
Overall: Vicks brings heavyweight audit and CFO credentials and chairs the key committee overseeing financial reporting, cybersecurity, and related-party transactions. Given the breadth of CEO-related transactions, his independence, attendance, and diligence on the Audit Committee are pivotal to investor confidence in Bowman’s governance regime .