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Employee Stock Purchase and Stock Incentive Plans
 3 Months Ended
Mar. 31, 2023
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 ESPP, 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 ESPP for the three months ended March 31, 2023 (in thousands, except share data):
March 31, 2023
Total purchase price paid by employees for shares sold$383 
Number of shares sold16,039
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 (the “Board”), who on its own action or through its designee may make grants of restricted 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 three months ended March 31, 2023, no new options 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 December 31, 202210,030$5.99 
Granted–– 
Exercised(1,121)5.95 
Expired or cancelled–– 
Outstanding at March 31, 20238,909$6.00 
The following summarizes information about options outstanding and exercisable at January 1, 2023 and March 31, 2023:
Options Outstanding and Exercisable
Exercise
Price
Total
Outstanding
Weighted
Average
Remaining
Life (Years)
Weighted
Average
Exercise
Price
Total
Exercisable
December 31, 2022$6.28 10,0305.0$5.99 10,030
March 31, 2023$6.28 8,9095.0$6.00 8,909
The intrinsic value of these options on March 31, 2023 and December 31, 2022 was $22.43 and $15.57, respectively.
The Company received cash payments of $6,739 from the exercise of options under the Stock Option Plan in the three months ended March 31, 2023.
The Company did not record any compensation costs related to stock options during the three months ended March 31, 2023.
As of March 31, 2023, 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.
Restricted Stock
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 through which they can issue restricted stock awards. As of March 31, 2023, 4,128,557 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 31st 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 three months ended March 31, 2023, the Board granted 59,437 shares of restricted stock under the Plan. The shares have a vesting period of up to five years during which there are certain restrictions as described in the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the shares 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 restricted 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 three months ended March 31, 2023 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, 20231,837,30914.33 
Granted59,43724.83 
Vested(127,190)13.19 
Cancelled(5,680)18.73 
Outstanding at March 31, 20231,763,87614.77 
On November 10, 2021 the Company’s Board adopted the 2021 Executive Officers Long Term Incentive Plan (the “Officers LTIP”). The Officers LTIP is established under the 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 three months ended March 31, 2023, the compensation committee approved the grants of 245,710 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 a vesting period of 2.91 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 10, 2023 to December 31, 2025. 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, 2023447,42912.95 
Granted245,71022.94 
Vested–– 
Cancelled–– 
Outstanding at March 31, 2023693,13916.49 
The Company recognizes forfeitures as they occur.
The following table represents the change in the liability to common shares subject to repurchase and the associated non-cash compensation expense for the three months ended March 31, 2023 and the year ended December 31, 2022 (in thousands):
March 31, 2023December 31, 2022
Beginning Balance$– $7 
Non-cash compensation from ratable vesting$– – 
Non-cash compensation from change in fair value of liability
$– – 
Other stock activity, net$– (7)
Reclassification upon modification– – 
Ending balance$– $– 
As of March 31, 2023, the Company had 2,457,015 shares underlying unvested stock awards that vest between October 1, 2022 and December 31, 2027.
The future expense of the unvested awards for the remainder of 2023 and succeeding years is as follows (in thousands):
2023$11,437 
20249,339 
20254,286 
2026356 
Thereafter17 
Total$25,435