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 |
On November 21, 2024, the Board of Directors (the “Board”) of Bowman Consulting Group Ltd. (“Bowman” or the “Company”), upon the recommendation of the Compensation Committee, approved an employment agreement with Mr. Daniel Swayze. Mr. Swayze was appointed to serve as Executive Vice President and Chief Operating Officer of the Company effective as of July 1, 2024.
The Employment Agreement provides for Mr. Swayze’s employment as Executive Vice President and Chief Operating Officer with an initial term expiring on December 31, 2027 (the “Initial Term”). It will automatically renew for one-year periods beginning December 31, 2027, unless either the Company or Mr. Swayze delivers a written notice of non-renewal to the other party at least ninety-days (90) prior to the renewal term.
Pursuant to the Employment Agreement, Mr. Swayze will receive an annual base salary of not less than $475,000, and for fiscal year 2024, he will earn an annual bonus of not less than $200,000, the final amount to be the determined by the Compensation Committee. Beginning with fiscal year 2025, he will participate in the 2021 Executives Short Term Incentive Plan, as amended, with an annual targeted bonus opportunity equal to not less than 50% of his base salary. In addition, beginning in fiscal year 2025, he will participate in the Executive Officers Long Term Incentive Plan under which the Compensation Committee awards both time-based restricted stock awards and performance-based restricted stock units. Mr. Swayze’s Employment Agreement specifies that performance equity awards shall have a value opportunity equal to 35% of his base salary at the threshold level, 75% of his base salary at the target level, and 150% of his base salary at the maximum level.
The Employment Agreement includes provisions relating to Mr. Swayze’s general role and responsibilities, severance payments and entitlements payable upon the Company’s involuntary termination of Mr. Swayze’s employment for any reason other than “cause” (as defined in the Employment Agreement), or Mr. Swayze’s termination for “good reason” (as defined in the Employment Agreement), and payments and entitlements payable upon Mr. Swayze’s death or disability. Pursuant to the Employment Agreement, if Mr. Swayze employment with the Company is terminated by him with “good reason” or by the Company without “cause”, he would be entitled to a payment of one-year base salary plus one year of his annual targeted bonus, the premium costs of COBRA continuation coverage for 18 months, and other fringe benefits. If Mr. Swayze’s employment were terminated because of a “change in control” with “good reason”, he would be entitled to a payment of two times his base salary, the premium costs of COBRA continuation coverage for 18 months, and other fringe benefits.
The Employment Agreement contains certain covenants by Mr. Swayze, including a noncompetition agreement that restricts Mr. Swayze’s ability to engage in competitive activities described in the Employment Agreement until 12 months after a termination of his employment with the Company for “good reason” or without “cause”.
The description above is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| †10.1 | Employment Agreement, dated as of November 21, 2024, between Bowman Consulting Group Ltd. and Daniel Swayze. † | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | This exhibit is a management contract or a compensatory plan or arrangement. |
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: November 25, 2024 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||