C. David Allen, Jr.
About C. David Allen, Jr.
Independent director of BGSF since 2014; age 61. Allen is an Audit Committee Financial Expert with extensive CFO and operating experience in workforce solutions and outsourced services. Education: MBA, Tuck School at Dartmouth (1993); BBA with honors, Stephen F. Austin State University (1986) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telvista Inc. | CFO (6 yrs), COO (3 yrs) | Prior to 2009 | Business process outsourcing; CRM operations; financial and operating leadership cited as board benefit . |
| Snelling Services, LLC | CFO (2009–2010); President & CEO (2010–2015) | 2009–2015 | Workforce solutions; CEO experience directly relevant to BGSF’s industry . |
| Graebel Vanlines Holdings, LLC | CFO | 2015–2016 | Logistics, moving and storage; transitional CFO leadership . |
| Smart Start, LLC | CFO | 2016–2022 | Automotive technology products; multi-year CFO tenure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortis Healthcare Solutions (One Equity Partners portfolio co.) | CFO | Since March 2024 | Healthcare solutions provider to commercial/government customers; PE-backed . |
| Life Sciences Logistics (Blackstone portfolio co.) | CFO | Since 2022 | Logistics for life sciences; PE-backed . |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; not a chair .
- Audit Committee Financial Expert: Board determined Allen qualifies under Item 407(d)(5)(ii) of Regulation S‑K .
- Independence: Board determined Allen is independent under NYSE rules (alongside other directors) .
- Attendance and engagement: Board met 5 times in 2024; each director attended all Board meetings and at least 75% of applicable committee meetings. Audit Committee held 4 meetings; Compensation Committee held 1 meeting; Nominating & Corporate Governance Committee held 1 meeting .
- Executive sessions: Audit Committee periodically meets in executive session with and without management .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual Board retainer (cash) | $45,000 |
| Audit Committee retainer (cash) | $5,000 |
| Total cash retainer | $50,000 |
Performance Compensation
| Component (FY2024 recognized under ASC 718) | Amount |
|---|---|
| Stock awards (e.g., restricted stock/units) | $70,925 |
| Option awards | $14,417 |
| Total equity-related compensation | $85,342 |
Notes: Values reflect accounting grant-date fair values under FASB ASC 718. Director equity is granted under the 2013 Long‑Term Incentive Plan; plan allows Restricted Stock, RSUs, Options, SARs, and performance-based awards, though no specific performance metrics tied to director equity grants are disclosed in the proxy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Allen in the proxy . |
| Private company roles | CFO roles at Fortis Healthcare Solutions (OEP) and Life Sciences Logistics (Blackstone) . |
| Related-party transactions | Audit Committee oversees related-person transaction approvals; the proxy does not disclose any related-person transactions involving Allen . |
| Family relationships | No family relationships among directors/executives . |
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee Financial Expert; multi-company CFO track record .
- Industry experience: Workforce solutions, outsourced services, logistics, automotive technology—aligned with BGSF operating model .
- Education: MBA (Tuck, 1993); BBA (Stephen F. Austin State University, 1986, with honors) .
Equity Ownership
| Measure (as of Feb 5, 2025) | Amount |
|---|---|
| Total beneficial ownership | 83,062 shares (includes components below) |
| Options exercisable within 60 days | 10,944 shares |
| Unvested restricted common stock | 10,093 shares |
| Ownership as % of shares outstanding | Less than 1% (11,077,007 shares outstanding) |
Hedging/pledging: Company policy prohibits short sales, options trading, margin/pledging, and hedging without advance approval; covered persons may not pledge or hedge company securities, supporting alignment and risk management .
Compensation Committee Analysis (Context)
- Composition: All independent directors; members include Allen; Chair: Richard L. Baum, Jr. .
- Meetings: 1 meeting in 2024—low frequency suggests streamlined oversight; consider whether cadence aligns with company complexity .
- Consultants: Neither the Compensation Committee nor management engaged a compensation consultant for FY2024 .
Governance Assessment
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Strengths
- Independence and expertise: Allen is an independent director and designated Audit Committee Financial Expert; his CFO/CEO experience in workforce solutions adds domain and financial rigor .
- Attendance: Full Board attendance and committee engagement thresholds met in 2024; Audit Committee active (4 meetings) .
- Ownership alignment: Material director equity via stock and option awards; additional unvested restricted stock indicates ongoing alignment .
- Risk controls: Robust insider trading policy prohibiting hedging/pledging; formal related-party transaction review by Audit Committee; clawback policy in place .
-
Potential risks / RED FLAGS to monitor
- Multiple concurrent CFO roles (Fortis Healthcare Solutions since Mar 2024; Life Sciences Logistics since 2022) may present time-allocation challenges; however, independence affirmed and no related-person transactions disclosed involving Allen .
- Compensation oversight cadence: Compensation Committee met once in 2024 and did not use an external consultant; investors may scrutinize calibration of director/executive pay without third-party benchmarking .
- Ownership concentration: Individual director ownership <1%—alignment is present via equity grants, but absolute ownership remains modest; continue tracking accumulation and vesting .
-
Net view
- Allen’s financial acumen and industry background bolster board effectiveness, particularly on audit and compensation. Policy frameworks (hedging/pledging ban, RPT reviews, clawback) mitigate alignment/conflict risks; monitoring workload from external CFO roles and compensation governance cadence is advisable .