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 of Certain Officers. |
Appointment of New Director
On April 3, 2025, the board of directors (the “Board”) of Bowman Consulting Group Ltd. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Virginia L. Grebbien to serve as a Class II director, effective as of such date, whose term will expire at the 2026 annual meeting of stockholders. In addition, based on the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Ms. Grebbien to serve on the Compensation Committee and Nominating and Corporate Governance Committee effective, May 23, 2025. Ms. Grebbien fills a vacancy on the Board resulting from a previously announced director resignation in 2024.
The Board determined that Ms. Grebbien is independent under Nasdaq Stock Market rules. There is no arrangement or understanding between Ms. Grebbien and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Grebbien and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Grebbien requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Grebbien, age 62, has over 30 years of public and private water sector experience in North America and the Middle East. Ms. Grebbien was previously employed at Parsons Corporation (NYSE: PSN), where during a 13-year tenure, she held a succession of leadership roles including EVP of business development – global water, president of Parsons Water, president of Parsons Environment and Infrastructure, chief of staff to CEO, chief marketing officer and chief corporate affairs officer. She reported to former chairman and CEO, Charles L. Harrington and was instrumental in the company’s transformation and re-branding from a traditional engineering and infrastructure company into a global digital technology company and helped lead its 2019 initial public offering. She retired from Parsons in 2021.
Upon commencement of her service as a director, the Board granted Ms. Grebbien a one-time initial award of restricted stock valued at $132,500, which will vest one year from the grant date subject to Ms. Grebbien’s continued service as a director. Ms. Grebbien will receive the same fees, which consist of stock and cash, for her service as a director and committee member as the Company’s other non-employee directors. For 2025, these fees include an annual cash retainer of $67,500 for service on the Board, an annual cash retainer of $6,000 for serving as a member of each of the Compensation Committee and Nominating and Governance Committee, and an annual stock award effective after the second quarterly meeting of the Board with a value of $132,500. The stock award vests one year from the grant date.
Ms. Grebbien has also entered into the Company’s standard form of indemnification agreement.
| Item 8.01 | Other Events |
On April 7, 2025, the Company issued a press release announcing Ms. Grebbien’s appointment to the Board which is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Bowman Consulting Group Ltd. press release dated April 7, 2025. | |
| 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: April 7, 2025 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||