Bowman Consulting Group (BWMN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, will be held virtually, allowing all shareholders to participate online regardless of location.

• Shareholders will vote on the election of two Class I directors and the ratification of Ernst & Young LLP as the independent auditor for 2025.

• Board recommends voting in favor of all proposals presented.

• Proxy materials and annual report are available online, and multiple voting methods are provided, including internet, phone, and mail.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring at the 2028 annual meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Shareholders may submit proposals for the 2026 annual meeting by December 22, 2025, and must follow specific advance notice and disclosure requirements.

Board of directors and corporate governance

• Board consists of six members, divided into three staggered classes with three-year terms.

• All directors except the CEO are independent under Nasdaq and SEC rules.

• Board committees include audit, compensation, and nominating/corporate governance, each with defined charters and responsibilities.

• Board leadership structure is regularly evaluated, and independent directors meet in executive session at least twice a year.

• Director qualifications emphasize ethics, experience, diversity, and business judgment.