Randy A. Bowman
About Randy A. Bowman
Independent director at Westwood Holdings Group, Inc. (WHG) since 2021; age 61. Background includes co-founding and leading a logistics company to 49 consecutive profitable quarters and exit in 2017; earlier career as a corporate finance lawyer (1989–2001). He chairs WHG’s Governance/Nominating Committee and serves on the Audit and Compensation & Human Capital Committees; the Board has affirmed his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Logistics company (Fortune 200 manufacturers focus) | President & Co-Owner; Co-founder | 2001–2017 | Led to 49 consecutive quarters of operating profit; successful sale in 2017 |
| Corporate finance law practice | Corporate Finance Lawyer | 1989–2001 | Represented public and private clients in capitalizations through liquidity events |
| City of Dallas Employee Retirement Fund (ERP) | Board Member; Chair | 2016–2020 | Pension fund oversight; top-performing municipal fund in Texas each year 2016–2020 |
| Parkland Hospital Foundation | Board Chair | 2011–2015 | Completed capital stack for new $1.3B hospital |
| AT LAST! – The Urban Boarding Experience | Founder & CEO | 2017–present | Non-profit delivering supplemental educational resources; award-winning model |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westwood Trust (affiliate) | Director | Ongoing (as of 2024) | Receives separate retainer and meeting fees; also separate $5,000 restricted stock award |
| City of Dallas ERP | Board Member; Chair | 2016–2020 | Public pension plan governance |
| Parkland Hospital Foundation | Board Chair | 2011–2015 | Healthcare foundation governance |
| AT LAST! – The Urban Boarding Experience | Founder & CEO | 2017–present | Education non-profit leadership |
Board Governance
- Independence: Board affirmatively determined Bowman is independent under NYSE and SEC rules; Board noted donations by certain WHG insiders to AT LAST! did not impair his independence .
- Committee assignments:
- Audit Committee: Member; Audit Committee met 5 times in 2024, all members attended .
- Compensation & Human Capital Committee: Member; met 6 times in 2024, all members attended .
- Governance/Nominating Committee: Chair; met 4 times in 2024, all members attended .
- Attendance: Board held 5 meetings in 2024; all director nominees (including Bowman) attended all meetings .
- Engagement: Board members attended the 2024 Annual Meeting; non-management directors meet in regular executive sessions .
- Tenure on WHG Board: Since 2021 (current nominee slate lists Bowman, age 61) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | Non-employee director retainer for 2024 |
| Committee chair fee (Governance/Nominating) | $10,000 | Governance chair retainer |
| Fees Earned or Paid in Cash (WHG Board total) | $80,000 | As reported for Bowman |
| Westwood Trust Board cash (annual + quarterly meetings) | $5,000 | $1,000 annual + $1,000 per quarterly meeting (4) |
| Total cash compensation | $85,000 | Sum of $80,000 + $5,000 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Time-based restricted stock (WHG Board) | May 1, 2024 | 7,547 | $95,000 | 12-month vest; vesting date May 1, 2025 |
Director equity awards are time-based (no performance metrics); dividends on unvested restricted stock are accrued and paid only upon vesting; no dividends payable on unvested stock prior to vest .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Westwood Trust (affiliate) | Financial services | Director | Receives separate cash and equity awards as Trust board member |
| AT LAST! – The Urban Boarding Experience | Non-profit | Founder & CEO | Board noted insider donations to AT LAST! did not impair independence |
Expertise & Qualifications
- Operational and strategic leadership from co-founding and scaling a logistics company to sustained profitability and exit .
- Corporate finance legal background across IPOs, capitalizations, and M&A transactions .
- Pension fund governance experience (Chair of Dallas ERP), bringing plan sponsor perspective to investment oversight .
- Community and non-profit leadership with reputational capital and stakeholder engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 26,062 |
| Unvested restricted shares (as of 12/31/2024) | 7,547 (granted May 1, 2024; vest May 1, 2025) |
| Vested shares (derived) | 18,515 (26,062 – 7,547) |
| Shares outstanding (as of 3/3/2025) | 9,379,675 |
| Ownership as % of shares outstanding (derived) | ~0.28% (26,062 ÷ 9,379,675) |
Governance Assessment
- Committee leadership and breadth: Bowman chairs Governance/Nominating and sits on Audit and Compensation, indicating broad governance influence and oversight across financial reporting, pay, and board refresh .
- Independence and conflicts: Board explicitly reviewed potential conflicts and affirmed Bowman’s independence; donations to his non-profit (AT LAST!) by certain insiders were not deemed a material relationship—monitoring remains prudent given ongoing leadership of the non-profit .
- Attendance and engagement: 100% attendance at Board and committee meetings in 2024; Board members, including Bowman, attended the Annual Meeting—positive engagement signal .
- Alignment and ownership: Director equity grants and stock ownership guidelines apply to non-employee directors, and the Board states all are in compliance—time-based vesting creates holding discipline; clawback policy applies to awards under the Plan .
- Risk oversight contribution: As Audit Committee member, Bowman contributes to oversight of financial reporting, internal controls, cybersecurity testing, and compliance; Board risk oversight explicitly spans AI, cybersecurity, ESG, and strategic risks .
- Compensation structure quality: No director meeting fees; reasonable retainer structure with modest committee chair premia; non-employee director equity is time-based RS with 12-month vest—no option repricing; hedging and short sales prohibited for directors .
RED FLAGS to monitor:
- Related-party proximity: Insider donations to AT LAST! flagged and reviewed; board concluded independence not impaired—continue monitoring disclosures for any transactions involving entities where Bowman has leadership or financial interest .
- Dilution considerations: Ongoing requests to expand share reserve under Stock Incentive Plan; while standard for talent retention, track burn rate and director equity usage to ensure alignment and minimize dilution .
- Multi-committee workload: Serving on three committees including chair role—ensure continued high attendance and effectiveness; 2024 attendance was fully compliant .