DEF 14A of Bgsf, Inc., Sep 16, 2026

DEF 14A of Bgsf, Inc.

Filed Sep 16, 2026 · FY20250001474903-26-000084

Open on EDGAR

  1. Who are the board nominees?

    Who are the board nominees? Our Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated C. David Allen, Jr. and Douglas E. Hailey to be re-elected as Class III directors by the stockholders. Mr. Allen and Mr. Hailey have agreed to stand for re-election. However, should any of them become unable or unwilling to accept nomination or election, the shares of common stock voted for Mr. Allen and Mr. Hailey by proxy will be voted for the election of a substitute nominee whom the proxy holders believe will carry out our present policies. Our Board has no reason to believe that Mr. Allen and Mr. Hailey will be unable or unwilling to serve if elected and, to the knowledge of the Board, each intends to serve the entire term for which election is sought. We urge you to vote “FOR” Mr. Allen and Mr. Hailey as Class III directors. C. David Allen, Jr.

  2. Independent Director Age: 62 Director Since: 2014 Committees Served: Audit Committee, Compensation Committee

    Independent Director Age: 62 Director Since: 2014 Committees Served: Audit Committee, Compensation Committee Since March 2024, Mr. Allen has served as Chief Financial Officer of Fortis Healthcare Solutions, a One Equity Partners portfolio company, a provider of healthcare solutions to commercial and government customers across the United States. Starting in 2022, Mr. Allen has served as Chief Financial Officer of Life Sciences Logistics, a Blackstone portfolio company. From 2016 to 2022, Mr. Allen has served as Chief Financial Officer of Smart Start, LLC, a provider of automotive technology products. Prior to Smart Start, from 2015 to 2016, Mr. Allen has served as Chief Financial Officer of Graebel Vanlines Holdings, LLC, a provider of commercial and residential logistics, moving and storage services. Prior to Graebel, from 2009 to 2015, Mr. Allen served as an officer of Snelling Services, LLC, a workforce solutions provider. From 2010 to 2015, Mr. Allen served as President and Chief Executive Officer. From 2009 to 2010 he served as Chief Financial Officer. Prior to Snelling, Mr. Allen served for three years as Chief Operating Officer and six years as Chief Financial Officer for Telvista Inc., a business process outsourcer providing customer relationship management solutions. He earned a Master of Business Administration degree from the Tuck School at Dartmouth College in 1993 and received a Bachelor of Business Administration from Stephen F. Austin State University with honors in 1986. Our Board benefits from Mr. Allen’s extensive experience in the workforce solutions industry as well as his financial expertise.

  3. Independent Director Age: 62 Director Since: 2023 Committees Served: Audit Committee, Compensation Committee

    Independent Director Age: 62 Director Since: 2023 Committees Served: Audit Committee, Compensation Committee Ms. Carroll has served as the Founder and President of Human Factor, LLC, a provider of advisory, consulting, and leadership development services to private, public, and non-profit organizations since July 2020. From January 2017 to July 2020, Ms. Carroll served, among other roles, as Chief Sales Officer of Supplemental Health Care, a private healthcare staffing and professional services company. Ms. Carroll is also a member of the Board of Directors of Champions Community Foundation, Inc., on the Leadership Advisory Council of the Women Business Collaborative, and a former advisory Board member of Phaidon International. She attended Kalamazoo Valley Community College and holds a Certificate in Leading Change and Organizational Leadership from the University of Georgia – Terry College of Business, and a Certificate in the Future of Work: Leading Modern Workplaces through the Wharton School of the University of Pennsylvania. Additionally, she is a Certified Professional Coach and COR.E Dynamics | Leadership Dynamics Specialist. Our Board benefits from Ms. Carroll’s substantial experience in the professional services and staffing industry. Terms to Expire at the 2028 Annual Meeting: Richard L. Baum, Jr. Independent Director Age: 66 Director Since: 2013 Committees Served: Audit Committee, Compensation Committee (Chair), Nominating and Corporate Governance Committee (Chair) Richard L. Baum, Jr. served on the board of managers of LTN Acquisition, LLC (the former parent of the predecessor to BGSF, Inc.) since its inception and was appointed to serve on our Board in November 2013. Mr. Baum joined Taglich Private Equity LLC in 2005 and currently is an active director with a number of private companies where Taglich has an investment. Prior to joining Taglich, Mr. Baum led a group that purchased a private equity portfolio from Transamerica Business Credit. From 1998 to 2003, Mr. Baum was a Managing Director in the small business merger and acquisition practices of Wachovia Securities and its predecessor, First Union Securities. From 1988 through 1998, Mr. Baum was a Principal with the Mid-Atlantic Companies, Ltd., a financial services firm acquired by First Union in 1998. Mr. Baum received a Bachelor of Science from Drexel University and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Our Board benefits from Mr. Baum's perspective and experience with our ongoing operations and strategy that he has obtained through his prolonged service to the Company and due to his ability to assist with the evaluation of potential acquisitions.

  4. Paul A. Seid

    Paul A. Seid

  5. Independent Director Age: 78 Director Since: 2014 Committees Served: Compensation Committee, Nominating and Corporate Governance Committee

    Independent Director Age: 78 Director Since: 2014 Committees Served: Compensation Committee, Nominating and Corporate Governance Committee Starting in 2013, he has served as Chief Executive Officer of RST Automation, a maker of hospital robotic devices which was established in 2004. For the past eighteen years he has been President of Strategic Data Marketing, a research and data collection company. He has also founded, bought and/ or sold over twenty companies in Asia, Europe, North, and South America. Mr. Seid graduated from Queen’s College, a division of the City University of New York, in 1968 with a Bachelor’s degree in Political Science. Mr. Seid has held numerous other board of directors and consulting positions. Our Board benefits from Mr. Seid’s extensive experience growing diverse businesses.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Set forth below is a summary of the components of compensation payable to our non-management directors.

  7. Director Compensation for the 2025 Fiscal Year

    Director Compensation for the 2025 Fiscal Year The table below sets forth the compensation payable to our non-management directors for service during the 2025 fiscal year.

  8. Director Compensation for the 2025 Fiscal Year

    | Name | Fees earned or paid in cash ($) | Stock awards ($) (*) | Option awards ($) (*) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | C. David Allen, Jr. | $50,000 | $73,520 | $17,474 | $— | $— | $— | $140,994 | | Richard L. Baum, Jr. | $50,000 | $73,520 | $17,474 | $— | $— | $— | $140,994 | | Donna Carroll | $50,000 | $61,230 | $13,790 | $— | $— | $— | $125,020 | | Douglas E. Hailey | $50,000 | $73,520 | $17,474 | $— | $— | $— | $140,994 | | Cynthia Marshall (1) | $33,750 | $61,596 | $10,949 | $— | $— | $— | $106,295 | | Paul A. Seid | $45,000 | $73,520 | $17,474 | $— | $— | $— | $135,994 |

  9. Director Compensation for the 2025 Fiscal Year

    (*) The amounts reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 15 Share-based Compensation to the audited consolidated financial statements included in the Form 10-K. (1) Cynthia Marshall resigned from our Board effective July 1, 2025.

  10. Summary Compensation Table

    Summary Compensation Table The following table presents compensation information for our named executive officers with respect to the 2025 and 2024 fiscal years.

  11. Summary Compensation Table

    | Name and Principal Position (4) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (*) | Option Awards ($) (*) | Non-equity incentive plan compensation ($) | Non-qualified deferred compensation earnings ($) | All Other Compensation ($) | Total ($) | | Beth Garvey Chair, President, and Chief Executive Officer (2) | 2025 | $155,323 | $— | $4,313 | $145,941 | $— | $— | $191,029(1) | $496,606 | | | 2024 | $450,500 | $25,427 | $46,746 | $96,106 | $— | $— | $13,800(4) | $632,579 | | John Barnett Chief Financial Officer and Secretary (3) | 2025 | $81,491 | $— | $— | $— | $— | $— | $3,462(4) | $84,953 | | | 2024 | $368,750 | $— | $21,781 | $15,759 | $— | $— | $13,327(4) | $419,617 | | Kelly Brown, Co-Chief Executive Officer | 2025 | $180,289 | $— | $— | $94,334 | $— | $— | $4,542(4) | $279,165 | | | 2024 | $— | $— | $— | $— | $— | $— | $— | $— | | Keith Schroeder, Co-Chief Executive Officer, Chief Financial Officer, and Secretary | 2025 | $281,250 | $50,000 | $112,485 | $94,118 | $— | $— | $5,173(4) | $543,026 | | | 2024 | $— | $— | $— | $— | $— | $— | $— | $— |

  12. Summary Compensation Table

    | (*) | The amounts reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 15 Share-based Compensation to the audited consolidated financial statements included in the Form 10-K. | | (1) | Represents the matching 401(k) contributions and severance made by us. | | (2) | Served as Chair, President, and Chief Executive Officer until July 2025. | | (3) | Served as Chief Financial Officer and Secretary until March 2025. | | (4) | Represents the matching 401(k) contributions made by us. |

  13. Pay Versus Performance

    Pay Versus Performance The following table reports the compensation of our Principal Executive Officer (“PEO”)(1) and the compensation of the other named executive officers1 as reported in the Summary Compensation Table for the past three fiscal years, as well as the “compensation actually paid” (“CAP”) as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.

  14. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Comp Table(SCI) - PEO | Compensation Actually Paid (CAP)PEO(2) | SCI Non-PEO NEO | CAP -Non-PEO NEO(2) | Total Shareholder Return | Peer Group Shareholder Return(3) | Net Income (in thousands) | | 2025 | $1,318,797 | $1,201,999 | $84,953 | $416,905 | $61.60 | $48.81 | $(11,430) | | 2024 | $632,579 | $585,833 | $419,617 | $397,836 | $34.25 | $73.24 | $(3,338) | | 2023 | $692,615 | $699,764 | $787,227 | $809,259 | $57.08 | $116.94 | $(10,223) |

  15. Pay Versus Performance

    | (1) During 2023-2024, Beth Garvey served as President and Chief Executive Officer, Dan Hollenbach served as the Chief Financial Officer and Secretary (until March 2023), John Barnett served as the Chief Financial Officer and Secretary (March 2023 - December 2024). During 2025, Beth Garvey served as President and Chief Executive Officer (until July 2025), Kelly Brown and Keith Schroeder served as Co-Chief Executive Officers (July 2025 - December 2025). During 2025, John Barnett served as Chief Financial Officer and Secretary (until March 2025), Keith Schroeder served as Chief Financial Officer and Secretary (March 2025 - December 2025). | | (2) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The applicable adjustments that were made to determine CAP for the PEO are summarized in the tables below. | | (3) The peer group used for calculating Peer Group Total Shareholder Return consists of the following corporations providing temporary or permanent employment services: GEE Group, Mastech Digital, and Resources Connection Inc. This is the same group of companies used to prepare the Stock Performance Graph disclosed in the Form 10-K. |

  16. Pay Versus Performance

    | Year | Summary Comp Table | Subtract: Stock Awards in Summary Comp Table | Add fair value of all awards granted during the fiscal year that are outstanding and unvested | Add the change in the fair value of any awards granted in any prior fiscal year that are outstanding and unvested | Add the fair value of awards that are granted and vest in the same year | Add the change in fair value of any awards granted in any prior fiscal year that vested | Subtract the fair value of any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions | Add any dividends or other earnings paid on awards that are not otherwise included in the total compensation for the covered fiscal year | Compensation Actually Paid (CAP) | | Kelly Brown PEO | | | | | | | | | | | 2025 | $279,165 | $— | $— | $— | $— | $— | $— | $— | $279,165 | | Keith Schroeder PEO | | | | | | | | | | | 2025 | $543,026 | $(112,485) | $— | $— | $— | $— | $— | $— | $430,541 | | Beth Garvey PEO (through July 2025) | | | | | | | | | | | 2025 | $496,606 | $(4,313) | $— | $— | $— | $— | $— | $— | $492,293 | | 2024 | $632,579 | $(46,746) | $— | $— | $— | $— | $— | $— | $585,833 | | 2023 | $692,615 | $(70,067) | $18,010 | $— | $59,206 | $— | $— | $— | $699,764 | | Dan Hollenbach NEO (through March 2023) | | | | | | | | | | | 2023 | $472,347 | $(55,661) | $8,140 | $— | $26,742 | $— | $— | $— | $451,568 | | John Barnett NEO (through March 2025) | | | | | | | | | | | 2025 | $84,953 | $— | $— | $— | $— | $— | $— | $— | $84,953 | | 2024 | $419,617 | $(21,781) | $— | $— | $— | $— | $— | $— | $397,836 | | 2023 | $314,880 | $(17,114) | $59,925 | $— | $— | $— | $— | $— | $357,691 |

  17. Pay Versus Performance

    The following charts reflect how the CAP over the 3 year period ended December 28, 2025 aligns to trends in the Company's Total Shareholder Return and Net Income of the Company during the same period.

  18. Outstanding Equity Awards

    Outstanding Equity Awards The following table presents outstanding equity awards as of December 28, 2025.

  19. Outstanding Equity Awards

    | Name(*) | Option Awards | | | | | | Stock Awards | | | | Grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Keith Schroeder | 03/18/2025 | 42,733 | — | — | $3.55 | 03/18/2035 | — | — | | Kelly Brown | 07/01/2025 | 6,508 | 25,755(1) | — | $6.37 | 07/01/2035 | — | — | | | 07/01/2025 | 1,825 | — | — | $6.37 | 07/01/2035 | — | — | | | 07/01/2025 | — | — | — | $— | — | 33,333(4) | $212,331 | | | 09/01/2023 | 3,000 | 2,000(2) | — | $7.66 | 09/01/2033 | — | — | | | 08/03/2022 | 8,000 | 2,000(3) | — | $10.87 | 08/03/2032 | — | — | | | 08/04/2021 | 10,000 | — | — | $9.57 | 08/04/2031 | — | — | | | 08/04/2020 | 1,750 | — | — | $7.72 | 08/04/2030 | — | — | | | 02/06/2019 | 2,500 | — | — | $24.44 | 02/06/2029 | — | — | | | 06/07/2017 | 2,000 | — | — | $14.76 | 06/07/2027 | — | — | | Beth Garvey | 09/01/2023 | 50,000 | — | — | $7.66 | 09/01/2033 | — | — | | | 02/17/2023 | 4,355 | — | — | $13.07 | 02/17/2033 | — | — | | | 08/03/2022 | 50,000 | — | — | $10.87 | 08/03/2032 | — | — | | | 08/04/2021 | 10,000 | — | — | $9.57 | 08/04/2031 | — | — | | | 08/04/2020 | 6,000 | — | — | $7.72 | 08/04/2030 | — | — | | | 09/24/2018 | 100,000 | — | — | $23.71 | 09/24/2028 | — | — | | | 06/07/2017 | 12,500 | — | — | $14.76 | 06/07/2027 | — | — | | | 08/16/2016 | 50,000 | — | — | $15.46 | 08/16/2026 | — | — |

  20. Outstanding Equity Awards

    (1)Incentive stock options will vest 12,877 on July 1, 2026 and 12,878 on July 1, 2027. (2)Incentive stock options will vest 1,000 on September 1, 2026 and 1,000 on September 1, 2027. (3)Incentive stock options will vest 2,000 on August 3, 2026. (4)Shares will vest 16,667 on July 1, 2026 and 16,666 on July 1, 2027. Each option and stock award is subject to the condition that the optionee will have remained employed by BGSF or any one or more of its subsidiaries, through such vesting dates, and each option is further subject to the terms and conditions set forth in the 2013 Plan and in the applicable Stock Option Agreement.