Bowman CEO retirement and new executive incentives
Bowman Consulting Group Ltd. is preparing for a leadership transition as founder and chief executive officer Gary Bowman plans to retire as CEO and resign from the board later in 2026 once a successor is appointed.
Rhea-AI Filing Summary
Bowman Consulting Group Ltd. is preparing for a leadership transition as founder and chief executive officer Gary Bowman plans to retire as CEO and resign from the board later in 2026 once a successor is appointed. He has delivered a notice of non-renewal under his employment agreement, which triggers full acceleration of vesting and lapse of restrictions on his unvested equity awards when his term ends, and he is expected to remain CEO and then serve as a senior advisor to support an orderly transition.
The board has begun a formal search for a new CEO, considering internal and external candidates, and states that Mr. Bowman’s decision is not due to any disagreement over operations, policies or practices. To support continuity, Bowman amended and restated chief financial officer Bruce Labovitz’s employment agreement, adding a one-time $2,000,000 cash special bonus payable in 2027, subject to continued employment or certain termination and change-in-control protections, and tightening change-in-control benefits to require both a transaction and "Good Reason." The company also extended chief operating officer Daniel Swayze’s employment term by one year to the end of 2028 and granted him retention equity awards of 5,719 time-based restricted shares and 5,719 performance-based restricted stock units that vest over a three-year period tied to company performance measures.
Positive
- None.
Negative
- None.
Insights
Founder-CEO succession is announced with structured retention incentives for key executives.
Bowman Consulting Group is planning an orderly succession as founder and CEO Gary Bowman prepares to retire as chief executive and director after a successor is hired. He will remain in place through the transition and then act as a senior advisor, which can support continuity.
To stabilize leadership, the board enhanced incentives for the CFO and COO. Bruce Labovitz received an amended agreement with a one-time $2,000,000 special bonus linked to continued service or certain termination or change-in-control events, while change-in-control severance now requires both a transaction and “Good Reason.”
COO Daniel Swayze’s initial term was extended to December 31, 2028 with 5,719 time-based restricted shares and 5,719 performance-based RSUs vesting over three years. Future disclosures about the CEO search outcome and how performance conditions are met will shape how this transition affects operations.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What leadership change did Bowman Consulting Group Ltd. (BWMN) announce in this 8-K?
How is Bowman Consulting Group Ltd. (BWMN) handling the CEO succession process?
What changes were made to CFO Bruce Labovitz’s compensation at Bowman Consulting Group Ltd. (BWMN)?
What retention incentives did Bowman Consulting Group Ltd. (BWMN) approve for COO Daniel Swayze?
Did Gary Bowman resign from Bowman Consulting Group Ltd. (BWMN) due to a disagreement with the company?
How does Bowman Consulting Group Ltd. (BWMN) describe the risks around its CEO transition?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2026, Bowman Consulting Group Ltd. (“Bowman” or the “Company”) announced that Gary Bowman intends to retire from the Company and resign as a director of the Company later in 2026.
In connection therewith and pursuant to the terms of the Executive Employment Agreement, dated as of April 27, 2021, between the Company and Mr. Bowman (as amended, the “Bowman Employment Agreement”), on February 12, 2026, Mr. Bowman delivered a notice of non-renewal (the “Notice”) to the Company. As a result, the term of the Bowman Employment Agreement will not automatically renew following its expiration on December 31, 2026. In addition, under the Bowman Employment Agreement, Mr. Bowman will resign from the Company’s board of directors not later than the expiration of his term of employment. Mr. Bowman will be entitled to receive certain payments and benefits under the terms of the previously filed Bowman Employment Agreement in connection with such non-renewal, including fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted to Mr. Bowman. The board of directors of the Company has initiated a formal search for Mr. Bowman’s successor, to include both internal and external candidates. Mr. Bowman intends to continue to serve as the Company’s Chief Executive Officer and as a director until a successor is appointed, following which Mr. Bowman is expected to serve as a senior advisor to the Company with the goal of supporting an orderly transition process. Mr. Bowman’s decision to retire and resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On February 12, 2026, the Company and Bruce Labovitz, the Company’s Chief Financial Officer, entered into an Amended and Restated Executive Employment Agreement (the “Restated Labovitz Employment Agreement”). The Restated Labovitz Employment Agreement restates in its entirety the Executive Employment Agreement between the Company and Mr. Labovitz, dated as of July 8, 2024 (the “Prior Agreement”), and amends the Prior Agreement to provide, among other things, that Mr. Labovitz will be eligible to earn a one-time cash bonus in the amount of $2,000,000, payable on April 1, 2027, subject to his continued employment with the Company through such date (the “special bonus”). If not previously paid, Mr. Labovitz will be entitled to receive the special bonus if (i) he is terminated by the Company without Cause (as defined in the Restated Labovitz Employment Agreement) or (ii) at any time during a Change in Control Period (as defined in the Restated Labovitz Employment Agreement), his employment is terminated by the Company without Cause or by him with Good Reason (as defined in the Restated Labovitz Employment Agreement). The Restated Labovitz Employment Agreement also revises the timing during which Mr. Labovitz may provide notice of termination without Good Reason to be entitled to certain payments and benefits to on or after April 1, 2027, with 90 days’ notice, rather than after July 1, 2026 or during any renewal term, with 180 days’ notice, as provided in the Prior Agreement. It also amends the payments and benefits payable upon a Change in Control (as defined in the Restated Labovitz Employment Agreement) to require that there be both a Change in Control and Good Reason for Mr. Labovitz to be entitled to payments of two times his base salary, health and fringe and other benefits, accelerated vesting of all equity awards and the special bonus, if not previously paid. In addition, the Restated Labovitz Employment Agreement provides that Mr. Labovitz’s term of employment will automatically renew for successive one-year periods, unless Mr. Labovitz or the Company delivers a written notice of non-renewal to the other party at least 45 days prior to July 1 of each renewal term, rather than 90 days prior to each renewal term, as provided in the Prior Agreement.
The foregoing description of the Restated Labovitz Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Restated Labovitz Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On February 12, 2026, the Company’s board of directors also approved a one-year extension of the initial term of the Executive Employment Agreement, dated as of November 21, 2024, between the Company and Daniel Swayze, the Company’s Chief Operating Officer, such that the initial term will expire on December 31, 2028 rather than on December 31, 2027. In addition, at the recommendation of the compensation committee, the board of directors approved retention equity awards for Mr. Swayze of 5,719 shares of time-based restricted stock to vest over three years from the date of grant, and 5,719 performance-based restricted stock units to vest based on the satisfaction of specified Company measures over the three-year period from January 1, 2026 to December 31, 2028.
Item 7.01 Regulation FD Disclosure.
On February 17, 2026, the Company issued a press release regarding Mr. Bowman’s retirement. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Executive Employment Agreement, dated February 12, 2026, between Bowman Consulting Group Ltd. and Bruce Labovitz. | |
| 99.1 | Bowman Consulting Group Ltd. press release dated February 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K other than statements of historical fact, including statements regarding Mr. Bowman’s intention to retire as Chief Executive Officer and from the Board, and the timing thereof; Mr. Bowman’s intention to continue to serve as the Company’s Chief Executive Officer until a successor is appointed and to serve as a senior advisor; and the Company’s future results of operations and financial position, business strategy and plans and objectives for future operations, and represent the Company’s views as of the date of this Current Report on Form 8-K. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will,” “goal” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to several assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) the board of directors’ ability to identify and engage a qualified Chief Executive Officer candidate with the necessary skills and experience in a timely manner or at all; disruption of the Company’s operations resulting from the departure of Mr. Bowman that could adversely impact a seamless transition, the Company’s changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for the Company’s services; (c) competitive pressures and trends in the Company’s industry and the Company’s ability to successfully compete with the Company’s competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. Actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this Current Report on Form 8-K, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
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 17, 2026 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Bowman Announces Retirement Plan for Founder and CEO Gary Bowman
Board initiates search process, Mr. Bowman expected to remain CEO until successor appointed
February 17, 2026, Reston, VA – Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national engineering services and program management firm, today announced that its founder and chief executive officer Gary Bowman plans to retire as CEO and resign as director later this year in connection with the appointment of his successor. The company’s board of directors has initiated a formal search process to include both internal and external candidates. As part of the transition, Mr. Bowman is expected to serve as Senior Advisor to the company to support an orderly process.
From its founding in 1995, Mr. Bowman has led the growth of the company into a national engineering firm with over 100 U.S. offices, reaching #72 on ENR’s current list of the Top 500 Design Firms in the U.S. Since its 2021 IPO, the company has more than tripled in size, completed more than 35 acquisitions, expanded its national footprint and diversified its service portfolio.
In connection with Mr. Bowman’s announcement, the board approved amendments to the employment agreements of Bruce Labovitz, chief financial officer, and Dan Swayze, chief operating officer, to ensure continuity of leadership and a successful transition process.
“Few founders have the opportunity to lead their companies through the level of growth and transformation Bowman has achieved,” said Jim Laurito, chairman of the board. “On behalf of the board, I would like to thank Gary for his visionary leadership and unwavering commitment over three decades. He has built not only a national engineering platform, but a culture grounded in discipline, accountability and long-term value creation. Bowman is exceptionally well positioned for its next chapter because of the foundation he has established.”
“Leading this company has been one of the most rewarding experiences of my life,” said Mr. Bowman. “I’m proud of the team we’ve built and the culture we’ve established together. Since going public in 2021, we have scaled the business beyond what we envisioned and built a durable national platform positioned for long-term success. I have full confidence that in this leadership succession process the board will select a new CEO with the same discipline, culture and values that built this company.
“In the interim, we will continue to focus on organic growth, expanding our national presence, and introducing innovations that position Bowman to deliver even greater impact for employees, shareholders and customers.”
About Bowman Consulting Group Ltd.
Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure, technology and project management solutions to customers who own, develop and maintain the built environment. With over 2,500 employees in more than 100 locations throughout the United States, Bowman provides extensive planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding Mr. Bowman’s intention to retire as chief executive officer and from the Board, and the timing thereof; Mr. Bowman’s intention to continue to serve as the company’s chief executive officer until a successor is appointed and to serve as a senior advisor; and the company’s future results of operations and financial position, business strategy and plans and objectives for future operations, and represent the company’s views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will,” “goal,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to several assumptions and risks and uncertainties, many of which involve factor or circumstances that are beyond our control. The company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this press release. Such factors include: (a) the Board of Directors’ ability to identify and engage a qualified chief executive officer candidate with the necessary skills and experience in a timely manner or at all; disruption of the company’s operations resulting in the departure of Mr. Bowman that could adversely impact an orderly transition process, the company’s changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations or policies; and the “Risk Factors” set forth in the company’s most recent SEC filings. Actual results could differ materially and adversely from those anticipated or implied in any
forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Media & Investor Relations Contact:
Betsy Patterson
ir@bowman.com