XML 38 R24.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Employee Stock Purchase and Stock Incentive Plans | 12 Months Ended
--- | ---
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Employee Stock Purchase and Stock Incentive Plans | Employee Stock Purchase and Stock Incentive Plans Employee Stock Purchase Plan Effective April 30, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Employee Stock Purchase Plan (“ESPP”). Under the Company’s Employee Stock Purchase Plan, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. The following table summarizes the stock issuance activity under the Employee Stock Purchase Plan for the year ended December 31, 2024 (in thousands, except share data):
| December 31, 2024
Proceeds from the issuance of common stock under the ESPP | $ | 1,921 |
Number of shares sold | 78,533
For the year ended December 31, 2024, stock compensation expense for ESPP was $1.5 million. Stock Options Effective May 11, 2021 the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The plan is administered by the Board of Directors through which they can grant stock options, including Incentive Stock Options (“ISO”), and non-qualified stock options (“NQSO”). The purpose of the Plan is to grant equity incentive awards to eligible participants to attract, motivate and retain key personnel. The Plan supersedes and replaces any prior plan for stock options except that the prior plan shall remain in effect with respect to options granted under such prior plan until such options have been exercised, expired or canceled. The number of shares for which each option shall be granted, whether the option is an ISO or NQSO, the option price, the exercisability of the option, and all other terms and conditions of the option are determined by the Board at the time the option is granted. The options generally vest over a period between two and five years. For the years ended December 31, 2024 and 2023, no new option shares were granted. A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows:
| Number of shares |  | Weighted Average Exercise Price
Outstanding at January 1, 2023 | 10,030 |  | $ | 5.99 |
Granted | – |  | – |
Exercised | (4,897) |  | 5.97 |
Expired or cancelled | – |  | – |
Outstanding at December 31, 2023 | 5,133 |  | $ | 6.02 |
Granted | – |  | – |
Exercised | (4,779) |  | 5.98 |
Expired or cancelled | – |  | – |
Outstanding at December 31, 2024 | 354 |  | $ | 6.61 |
The following summarizes information about options outstanding and exercisable at December 31, 2024 and December 31, 2023:
| Options Outstanding and Exercisable
| Exercise Price |  | Total Outstanding |  | Weighted Average Remaining Life (Years) |  | Weighted Average Exercise Price |  | Total Exercisable
December 31, 2023 | $ | 6.28 |  |  | 5,133 |  | 5.0 |  | $ | 6.02 |  |  | 5,133
December 31, 2024 | $ | 6.28 |  |  | 354 |  | 5.0 |  | $ | 6.61 |  |  | 354
The intrinsic value of these options on December 31, 2024 and 2023 was $18.67 and $29.24, respectively. The Company received cash payments of $28,205 and $29,203 from the exercise of options under the Stock Option Plan in the years ended December 31, 2024 and 2023, respectively. The Company did not record any compensation cost related to stock options during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there is no unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Stock Option Plan. The remaining unexercised shares are from substantive options in which the non-recourse notes may be pre-paid, therefore the Company recognized the total calculated compensation expense at the time of issuance. Stock Bonus Plan Effective May 11, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The Plan is administered by the Board of Directors through which they can issue restricted stock awards. As of December 31, 2024, 4,883,269 shares of common stock are authorized and reserved for issuance under the Plan. This reserve automatically increases on each January 1, for the duration of the Plan, in an amount equal to 5% of the total number of shares outstanding on December 31 st of the preceding calendar year. The Plan supersedes and replaces any prior plan for stock bonus grants to employees of the Company except that the prior plan shall remain in effect with respect to awards granted under such prior plan until such awards have been forfeited or fully vested. During the year ended December 31, 2024, the Board granted 515,077 shares under the Plan. The shares have a vesting period of up to five years during which there are certain restrictions as defined by the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the Share on such date, or if there are no sales on such date, on the next preceding day on which there were sales. Effective April 2003, the Company adopted the Bowman Consulting Group Ltd. Stock Bonus Plan (“the Stock Bonus Plan”), which allowed for the awarding of shares of common stock to employees. The Stock Bonus Plan was superseded by the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan except that the Stock Bonus Plan shall remain in effect with respect to awards granted under it until such awards have been forfeited or fully vested. During the year ended December 31, 2024, no new restricted stock awards were granted under the Stock Bonus Plan. The following table summarizes the activity of restricted shares subject to forfeiture:
| Number of shares |  | Weighted Average Grant Price
Outstanding at January 1, 2023 | 1,837,309 |  | 14.33 |
Granted | 734,042 |  | 28.91 |
Vested | (816,837) |  | 12.54 |
Cancelled | (34,895) |  | 20.71 |
Outstanding at December 31, 2023 | 1,719,619 |  | 18.78 |
Granted | 515,077 |  | 31.28 |
Vested | (1,080,366) |  | 19.34 |
Cancelled | (41,177) |  | 20.41 |
Outstanding at December 31, 2024 | 1,113,153 |  | 24.34 |
On November 10, 2021 the Company’s Board of Directors adopted the 2021 Executive Officers Long Term Incentive Plan (“Officers LTIP”). The Officers LTIP is established under the Company’s 2021 Omnibus Equity Incentive Plan and is subject to the terms and conditions thereof. The purpose of this plan is to attract, retain and motivate key officers and employees through the grant of equity-based awards that reward Company performance over a period greater than one year and align their interests with long-term stockholder value. During the year ended December 31, 2024, the compensation committee approved the grants of 237,421 performance based stock units to certain executive officers of the Company under the Officers LTIP. The performance based restricted stock units are subject to a market condition, with an average vesting period of 3.37 years. The number of units earned is based on total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of the components of a custom peer group during the performance period from February 8, 2024 to June 30, 2028. The performance stock units are valued using a Monte Carlo simulation with model inputs of opening average share value, valuation date stock price, expected volatilities, correlation coefficient, risk-free interest rate, and expected dividend yield for the Company and the custom peer group. The following table summarizes the activity of performance stock units subject to forfeiture:
| Number of shares |  | Weighted Average Grant Price
Outstanding at January 1, 2024 | 693,139 |  | 16.49 |
Granted | 237,421 |  | 24.43 |
Vested | (260,842) |  | 13.81 |
Cancelled | – |  | – |
Outstanding at December 31, 2024 | 669,718 |  | 20.35 |
The Company recognizes forfeitures as they occur. As of December 31, 2024, the Company had 1,782,871 of unvested stock awards that vest between January 1, 2025 and June 30, 2028. For the years ended December 31, 2024, and 2023, stock compensation expense for the Stock Bonus Plan was $24.4 million and $24.7 million, respectively. The future expense of the unvested awards by year is as follows (in thousands):
2025 | $ | 13,688 |
2026 | 5,987 |
2027 | 2,302 |
2028 | 867 |
2029 | – |
Total | $ | 22,844 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration