UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers |
Amendments to 2021 Executive Officers Short Term Incentive Plan
On February 9, 2023 the Board of Directors (the “Board”) of Bowman Consulting Group Ltd. (the “Company’), based on the recommendation of the Compensation Committee of the Board, adopted amendments to the 2021 Executive Officers Short Term Incentive Plan (the “Short Term Incentive Plan”) in which the named executive officers participate. A copy of the amended plan is filed as an exhibit.
The Short-Term Incentive Plan permits the award of annual bonuses to the named executive officers and other executives who are approved by the Compensation Committee based on the Company’s achievement of performance goals established by the Compensation Committee and approved by the Board. As amended, the annual award, which was previously payable in cash, may now be paid in cash, stock, or a combination of stock and cash. Any stock that is awarded in payment of the annual bonus will be restricted stock issued pursuant to the Company’s 2021 Omnibus Equity Incentive Plan and vest no later than the first trading day of the calendar year following the date of the award. Stock awards will be issued at fair market value, which the Compensation Committee determined for 2023 will be calculated as the volume weighted average trading price of the Company’s common stock for the 200 trading days prior to December 31 of the performance year.
The Compensation Committee, based on recommendations from the Chief Executive Officer, will make the determination regarding the form of payment of the annual bonus for each executive prior March 1 of the applicable performance year. At its February meeting, the Compensation Committee made the following determinations for the form of payment of the annual bonus for performance year 2023; Mr. Bowman – 100% stock; Mr. Labovitz – 100% stock; Mr. Bruen - 100% stock; and Mr. Hickey - 50% stock and 50% cash. The actual amount of the annual bonus for each executive will be determined in February 2024 when the Compensation Committee determines the results of the Company’s level of achievement on financial performance goals for 2023.
| Item 9.01 | Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.18 | Bowman Consulting Group Ltd. 2021 Executive Officers Short Term Incentive Plan (as amended). | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: February 15, 2023 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||