Robert Hickey
About Robert Hickey
Robert Hickey is Executive Vice President, Chief Legal Officer (CLO) and Secretary of Bowman Consulting Group (BWMN). He has served as CLO since January 2013, after previously serving as CFO/General Counsel/Secretary/Treasurer (2003–2013) and as a director (2003–March 24, 2021). He holds a B.A. and J.D. from the University of Virginia; his age was disclosed as 66 in the 2024 proxy statement . During his senior executive tenure, Bowman posted strong growth: FY2024 gross contract revenue rose 23.2% to $426.6M and Adjusted EBITDA rose 26.6% to $59.5M, with backlog reaching $399M; since its 2021 IPO, Bowman’s net revenue CAGR exceeded 41% and Adjusted EBITDA more than tripled with margin expansion of ~350 bps (management commentary and IR releases) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bowman Consulting Group Ltd. | Chief Legal Officer and Secretary | 2013–present | Administers legal affairs; designs and implements the legal aspects of growth and acquisition initiatives |
| Bowman Consulting Group Ltd. | CFO, General Counsel, Secretary, Treasurer | 2003–2013 | Senior finance and legal leadership during pre-IPO period |
| Bowman Consulting Group Ltd. | Director | 2003–2021 (to Mar 24, 2021) | Board service through the company’s growth phase into public markets |
External Roles
- No public company directorships or external board roles were disclosed for Hickey in the 2024 and 2025 proxy statements .
Fixed Compensation
| Year | Base Salary ($) | Threshold Bonus (% of earnings) | Target Bonus (% of earnings) | Max Bonus (% of earnings) | Cash Bonus Paid ($) | Stock Paid for Annual Bonus (Grant-Date FV, $) | All Other Comp ($) | Perquisites Detail |
|---|---|---|---|---|---|---|---|---|
| 2024 | 473,531 | 25% | 50% | 100% | 66,294 (cash portion of annual bonus) | 21,944 (restricted stock for 30% of annual bonus; granted Feb 2025) | 37,650 | Auto allowance $18,000; HSA $9,300; 401(k) company contribution $10,350 (perks total $27,300 + 401(k) $10,350 = $37,650) |
Notes:
- The compensation committee determined Hickey would receive 70% of his annual bonus in cash and 30% in restricted stock for 2024; stock grants for the annual bonus vest no later than the first trading day of the calendar year following the award (i.e., awards granted in Feb 2025 vest by early 2026) .
Performance Compensation
Annual Bonus Plan (structure and 2023 precedent)
- Plan design: bonuses are paid in cash, stock, or a mix, based on company performance against committee-set goals; threshold/target/max opportunities are 25%/50%/100% of earnings for Hickey .
- Historical metric example: For 2023, bonuses were determined on Adjusted EBITDA performance (above threshold, below target), and paid entirely in restricted stock to executives; this illustrates the plan’s reliance on financial operating performance (example provided for 2023 in the 2024 proxy) .
Long-Term Incentive Plan (LTIP) – structure
| Feature | Hickey |
|---|---|
| Award mix | 25% time-based restricted stock; 75% performance-based RSUs (PSUs), unless otherwise specified in an employment agreement |
| PSU metric | Relative total shareholder return (TSR) vs a peer group over a multi-year period |
| PSU vesting schedule | Vest based on TSR percentile at period end: 75th%=100%, 55th%=50%, 35th%=25%, below 35th%=0% |
| Time-based RS vesting | Vests annually over three years beginning one year from the grant date |
| Clawback | All awards subject to any company clawback policy and award agreement terms |
Hickey’s disclosed equity awards (grant details and vesting)
| Grant Date | Instrument | Shares/Units | Performance Period | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Feb 8, 2024 | PSUs (max opportunity) | 20,676 | Jan 1, 2024 – Dec 31, 2026 | Per TSR grid upon certification after period | 529,925 (ASC 718, at max performance deemed probable at grant) |
| Feb 8, 2024 | Time-based RS (LTIP) | 2,954 | N/A | Annually over 3 yrs starting one year from grant | 107,082 (ASC 718) |
| Feb 8, 2024 | Time-based RS (Annual Bonus for 2023) | 3,293 | N/A | Vested on Jan 2, 2025 | Included in 2023 bonus disclosure; not separately broken out in 2024 column |
| Feb 9, 2023 | PSUs (max opportunity) | 36,969 | Jan 1, 2023 – Dec 31, 2025 | Per TSR grid after period | Not disclosed in table footnotes |
| Feb 9, 2023 | Time-based RS (LTIP) | 3,538 | N/A | Annually over 3 yrs starting one year from grant | Not disclosed in table footnotes |
| Feb 9, 2022 | PSUs (max opportunity) | 28,073 | Jan 1, 2022 – Dec 31, 2024 | Per TSR grid after period | Not disclosed in table footnotes |
| Dec 31, 2020 | Time-based RS (pre-IPO) | 11,062 | N/A | Vested in equal installments on Jan 1 of 2022, 2023, and 2025 | Not disclosed in table footnotes |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 188,177 shares; 1.09% of outstanding (based on 17,337,090 shares outstanding) |
| Unvested time-based RS at 12/31/2024 | 3,293 (bonus RS granted 2024), 2,954 (LTIP 2024), 3,538 (LTIP 2023), 1,363 (LTIP 2022), 11,062 (pre-IPO RS; final tranche vested Jan 1, 2025) |
| PSU opportunities outstanding at 12/31/2024 (max) | 20,676 (2024–2026), 36,969 (2023–2025), 28,073 (2022–2024) |
| Hedging/short sales | Company insider trading policy prohibits hedging and short sales |
| Pledging | CEO’s agreement has pledge provisions; no pledging provisions specific to Hickey disclosed in proxies |
| ESPP eligibility | Section 16 officers (including executive officers) are not eligible for the ESPP |
Vesting and potential selling pressure:
- Annual bonus RS granted in Feb typically vest the first trading day of the following calendar year (e.g., Feb 2025 grants vest by early 2026) . Time-based LTIP RS vest annually over three years starting one year after grant (e.g., Feb 2024 grants vest in 2025/2026/2027), which can create recurring early-February liquidity events that often correspond with Form 4 activity .
Employment Terms
| Term | Hickey |
|---|---|
| Agreement type | Amended and restated employment agreement (Aug 22, 2024) |
| Current term | Commenced May 11, 2021; ends Dec 31, 2025; automatic one-year renewals unless earlier terminated |
| Compensation eligibility | Base salary (2024: $473,531), Annual Bonus Plan, and LTIP equity awards; participation in health/insurance/retirement and other benefits |
| Restrictive covenants | Confidentiality (during and after employment); non-compete and non-solicit during employment and for two years post-termination |
| Severance | If terminated by company non-renewal/without Cause or by executive for Good Reason (or upon death/disability), payments of base salary, health and other fringe benefits, and accelerated vesting of outstanding equity awards, as specified in the agreement |
| Change in Control (CIC) | If awards are not assumed by acquirer, vesting accelerates; equity also accelerates on termination without Cause or for Good Reason related to CIC (i.e., double-trigger), subject to release; definitions of Cause/Good Reason/CIC in agreement and plan |
| Clawback | Awards subject to company clawback policy to the extent set forth in policy or award agreements |
Performance & Track Record (Company context during Hickey’s tenure)
- FY2024 results: gross contract revenue $426.6M (+23.2% YoY), Net service billing $379.7M (+24.9% YoY), Adjusted EBITDA $59.5M (+26.6% YoY), backlog $399M (+30.4% YoY) .
- Since IPO (2021): net revenue CAGR >41%; Adjusted EBITDA more than tripled; margin expanded ~350 bps (to ~15.5%) .
- Strategic execution: eight acquisitions in 2024 (~$60M run-rate net service billing); 2025 guidance for net revenue $428–$440M and Adjusted EBITDA $70–$76M (as of March 2025) .
Compensation Structure Analysis
- Mix and at-risk pay: Hickey’s LTIP is primarily performance-based (75% PSUs tied to relative TSR; 25% time-based RS), supporting long-term alignment; annual bonus targets are moderate (target 50% of earnings; max 100%) .
- 2024 bonus form: 70% cash / 30% stock (restricted), indicating continued equity-linked compensation even in annual incentives .
- Equity granularity: 2024 grants included PSUs (20,676 max units for 2024–2026) and time-based RS (2,954), with additional outstanding PSUs from 2023 and 2022 cycles, creating multi-year performance-based exposure .
Risk Indicators & Red Flags
- Hedging: Prohibited (policy covers swaps, collars, exchange funds; short sales also prohibited) .
- Pledging: Only CEO agreement references pledge provisions; no pledge disclosure specific to Hickey found in proxies .
- CIC and severance: Equity acceleration on non-assumption and double-trigger arrangements on qualifying terminations could create meaningful exit economics; specific cash severance multiples not quantified in proxies .
Equity Ownership & Vesting Schedules (Detail)
| As of Dec 31, 2024 | Unvested Time-Based RS (#) | Unearned PSUs at Max (#) | Notes |
|---|---|---|---|
| 2024 grants | 3,293 (Annual Bonus RS) | 20,676 (2024–2026 PSU cycle) | Bonus RS vested Jan 2, 2025; PSUs vest per TSR grid after performance period |
| 2023 grants | 3,538 (LTIP RS) | 36,969 (2023–2025 PSU cycle) | RS vest annually over 3 yrs starting one year from grant |
| 2022 grants | 1,363 (LTIP RS) | 28,073 (2022–2024 PSU cycle) | RS vest annually; PSU determination after 12/31/2024 period end |
| Pre-IPO (2020) | 11,062 (RS) | — | Vested in equal installments on Jan 1 of 2022, 2023 and 2025 |
Employment & Governance Provisions (Selected)
- Good Reason includes material diminution of title/duties/overall compensation opportunity, salary reduction, material relocation, and certain non-renewal contexts (as tailored for executives) .
- Board and committee governance, codes of ethics, and anti-hedging policies are established; equity awards subject to clawback .
Investment Implications
- Alignment: Heavy weighting to relative TSR PSUs (75% of LTIP) ties a significant portion of Hickey’s upside to peer-relative stock performance, reinforcing shareholder alignment; the mix of cash/stock in annual bonuses adds shorter-cycle equity exposure .
- Vesting and supply: Annual vesting of time-based RS around early February (by grant anniversary) and annual bonus RS vesting near each early-year cycle can produce predictable windows for potential insider selling; monitoring Form 4s around these dates is prudent .
- Retention: Auto-renewal employment term, two-year post-termination non-compete/non-solicit, and double-trigger protections upon CIC reduce near-term voluntary departure risk; however, CIC provisions imply potentially meaningful exit economics if a transaction occurs .
- Company execution context: With strong organic and acquisitive growth (eight acquisitions in 2024) and rising FY2025 guidance, operational momentum remains a tailwind; continued integration and backlog conversion are key execution levers that influence long-term incentive outcomes tied to TSR .