Donna Carroll
About Donna Carroll
Donna Carroll, age 60, is an independent director of BGSF serving since 2023. She is Founder and President of Human Factor, LLC (since July 2020) and previously served as Chief Sales Officer at Supplemental Health Care (Jan 2017–July 2020). She holds certificates in Leading Change and Organizational Leadership (UGA Terry College) and Future of Work (Wharton), and is a Certified Professional Coach and COR.E Leadership Dynamics Specialist .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Factor, LLC | Founder & President | Jul 2020–Present | Advisory/leadership development for private, public, and non-profit organizations |
| Supplemental Health Care | Chief Sales Officer (among other roles) | Jan 2017–Jul 2020 | Grew healthcare staffing/professional services; industry experience relevant to BGSF’s staffing operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Champions Community Foundation, Inc. | Director | Current | Non-profit governance and community engagement |
| Women Business Collaborative | Leadership Advisory Council | Current | Leadership and DEI advisory network |
| Phaidon International | Advisory Board (former) | Prior | Recruitment industry advisory exposure |
Board Governance
- Committee assignments: Audit Committee and Compensation Committee (member; no chair roles) .
- Committee chairs: Audit chaired by Douglas E. Hailey; Compensation chaired by Richard L. Baum, Jr.; Nominating & Corporate Governance chaired by Richard L. Baum, Jr. .
- Independence: Board determined Donna Carroll is “independent” under NYSE rules (along with all other directors) .
- Attendance: In 2024 the Board met five times; each director attended all Board meetings and at least 75% of applicable committee meetings .
- Committee activity: Audit Committee held 4 meetings (2024); Compensation Committee held 1 meeting (2024); Nominating & Corporate Governance held 1 meeting (2024) .
- Board leadership: Independent Chairman (Douglas E. Hailey); Board separates Chair and CEO roles; risk oversight spans audit and full Board .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board annual retainer | 45,000 | Non-employee director |
| Audit Committee retainer | 5,000 | Committee membership |
| Compensation Committee retainer | — | No fee disclosed for membership |
| Chairman fee | — | Not applicable |
| Meeting fees | — | Not disclosed |
| Total cash fees | 50,000 | Sum of board + audit |
Performance Compensation
| Equity/Variable (FY2024) | Amount ($) | Instrument |
|---|---|---|
| Stock awards (ASC 718 FV) | 42,473 | Restricted stock/RSUs (director) |
| Option awards (ASC 718 FV) | 9,599 | Non-ISO options (directors are eligible for non-ISO only) |
| Non-equity incentive | — | Not applicable for directors |
| Total director compensation (FY2024) | 102,072 | Cash + equity |
Note: The proxy discloses grant-date accounting values; the number of shares, grant dates, and vesting specifics for Donna’s director awards are not itemized. Non-management directors are eligible for all award types except ISOs under the 2013 LTIP .
Performance Metrics Framework (Plan-Level)
| Metric Category | Examples under the 2013 LTIP (used for Performance Units/Shares) |
|---|---|
| Financial | Net income, EPS, operating income, gross revenues, margins, ROA/ROE, cash flow, EVA |
| Market | Share price growth, Total Shareholder Return, market share |
| Capital/Leverage | Debt multiples |
| Individual/Operational | Individual performance goals, segment/unit performance; adjustments permitted by Committee |
Plan-level metrics are authorized by the LTIP; the proxy does not disclose specific performance metrics tied to Donna Carroll’s director equity awards .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No public company boards for Donna disclosed in proxy . |
Expertise & Qualifications
- Staffing and professional services leadership; prior healthcare staffing executive experience .
- Certifications in organizational leadership and future-of-work; professional coaching credentials .
- Board-relevant skills: talent development, sales leadership, and industry networks (WBC, Phaidon) .
Equity Ownership
| Ownership Detail (as of Feb 5, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 19,959 shares | Includes direct/indirect |
| Percent of shares outstanding | <1% | Based on 11,077,007 shares |
| Options exercisable (within 60 days) | 2,000 shares | Included in beneficial calc |
| Unvested restricted stock | 8,833 shares | Included in beneficial calc |
| Pledging/Hedging | Prohibited by policy (short sales, options trading, margin, pledging, hedging) | Applies to covered persons |
Governance Assessment
- Independence and engagement: Independent NYSE status; full Board attendance; active Audit and Compensation Committee participation—positive for oversight continuity .
- Compensation alignment: Director cash retainer modest ($50k) with meaningful equity component ($52k in stock/options), aligning interests with shareholders; her equity awards are smaller than some peers (e.g., several directors at ~$70,925 stock awards), suggesting moderate but not outsized alignment .
- Risk controls: Robust policies—clawback, insider trading (hedging/pledging banned), committee charters; audit committee financial experts present; periodic executive sessions—strengthens investor confidence .
- Conflicts/related-party: No family relationships; related-person transaction review in Audit Committee; no related-party transactions involving Donna are disclosed—low conflict visibility .
- Process flags: Compensation Committee did not engage a compensation consultant for FY2024, which may limit external benchmarking; however, committee retains authority to use consultants as needed .
RED FLAGS: None disclosed specific to Donna Carroll (no pledging/hedging, no related-party transactions, strong attendance). Monitoring items include: continued equity accumulation to enhance alignment; committee independence maintained without consultant support in 2024 .