Stephen Riddick
About Stephen Riddick
Stephen Riddick (age 61) has served as an independent director of Bowman Consulting Group Ltd. since March 2021 and is a Class I director nominated for a term expiring at the 2028 annual meeting. He holds a B.A. from the University of Virginia and a J.D. from the University of North Carolina. Riddick previously served as General Counsel and Corporate Secretary of Tenable Holdings, Inc. (Nasdaq: TENB) from June 2016 to September 2022, following senior legal roles at Linde PLC (formerly Praxair, Inc.) and earlier private practice focused on corporate transactions and governance. He was selected for the Board for his expertise in public company governance, cybersecurity and data privacy, capital markets, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenable Holdings, Inc. (Nasdaq: TENB) | General Counsel & Corporate Secretary | Jun 2016 – Sep 2022 | Led global legal affairs, corporate governance, government affairs, regulatory compliance |
| Linde PLC (formerly Praxair, Inc.) | Group Associate General Counsel (and other roles) | Sep 2010 – Feb 2016 | Corporate transactions and governance matters |
| Global law firms | Attorney | 1988 – 2010 | Corporate transactions and governance for investment banks and public/private companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Credit Strategic Lending Corporation | Director | Current | Not disclosed in proxy |
Board Governance
- Board structure: Classified board; Riddick is a Class I director alongside Gary Bowman. Class I terms run through election at the 2028 annual meeting .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Independence: The Board determined all Compensation Committee members are independent under Nasdaq rules, evidencing Riddick’s independence .
- Attendance: In 2024, the Board met 6 times; committees met 8 (Audit), 6 (Compensation), 4 (Nominating & Corporate Governance). Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging: Insider trading policy prohibits hedging/monetization transactions and short sales .
| 2024 Committee Membership | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Stephen Riddick | — | Member | Chairman |
| Total meetings | 8 | 6 | 4 |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | $50,000 | Paid quarterly |
| Committee chair fee (N&CG) | $10,000 | $10,000 | Applies to chair role |
| Committee member fee (Comp) | $5,000 | $5,000 | Applies to committee membership |
| Total cash (Riddick) | $65,000 | $65,000 | Sum consistent with roles |
| Annual stock award (policy value) | $100,000 | $100,000 | Granted after second quarterly Board meeting |
| 2025 program changes | — | — | Cash retainer $67,500; Chair (N&CG) $12,000; Comp member $6,000; Stock award $132,500 |
Performance Compensation
Directors receive time-based restricted stock; no performance metrics (TSR/EBITDA/ESG) are disclosed for director equity. Awards generally vest one year from grant date .
| Metric | 2023 | 2024 |
|---|---|---|
| Grant date | May 11, 2023 | May 16, 2024 |
| Policy value | $100,000 | $100,000 |
| VWAP for share calculation | $24.38 | $32.58 |
| Shares granted (each director) | 4,101 | 3,069 |
| Closing price at grant | Not disclosed | $31.82 |
| Riddick FASB grant-date fair value | $113,803 | $97,656 |
| Vesting | 1 year from grant | 1 year from grant |
Other Directorships & Interlocks
| Company | Relationship to BWMN | Potential Interlock/Conflict |
|---|---|---|
| Visa Credit Strategic Lending Corporation | No disclosed customer/supplier relationship | None disclosed in proxy |
Expertise & Qualifications
- Public company governance, cybersecurity, data privacy; capital markets and M&A expertise .
- Education: B.A., University of Virginia; J.D., University of North Carolina .
- Selected for Board due to extensive public company and governance knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Date/Source |
|---|---|---|---|
| Stephen Riddick | 16,160 | Less than 1% | As of Mar 31, 2025 |
| Aggregate stock awards outstanding (Riddick) | 16,160 | — | As of Dec 31, 2024 |
- Director stock ownership guideline: 3x annual cash retainer; compliance measured annually at the meeting date. Riddick has met the ownership requirement .
- Hedging/short sales prohibited; no pledging of company stock disclosed for Riddick .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance (key role in board composition and evaluation); member of Compensation Committee; attendance ≥75% and present at annual meeting; meets stock ownership guideline; anti-hedging policy enhances alignment .
- Alignment: Director pay mixes cash retainers with annual time-based equity; 2025 increases suggest continued emphasis on equity (stock award $132,500 vs. $100,000 in 2024) .
- Risks/RED FLAGS:
- Classified (staggered) board can entrench board/management and delay change-in-control actions .
- Compensation consultant (PwC) provides other services (tax and internal audit/risk management) to the company; Compensation Committee determined no conflicts, but mixed engagements warrant monitoring .
- Director equity is time-based; no disclosed performance conditions (TSR/EBITDA/ESG) for directors .
- Related-party transactions: Multiple arrangements involve the CEO and affiliated entities; no related-party transactions disclosed involving Riddick .
- Structural protections: Indemnification agreements for directors; Omnibus Equity Incentive Plan allows accelerated vesting upon change-in-control if awards are not assumed; awards subject to any company clawback policy .