Douglas E. Hailey
About Douglas E. Hailey
Douglas E. Hailey, age 63, is an independent director of BGSF and currently serves as Chairman of the Board; he has been on the Board since November 2013 and is designated an “audit committee financial expert.” He is Managing Director at Taglich Private Equity LLC, and previously worked in investment banking at Taglich Brothers, Inc. (as an employee, not a partner, director, shareholder, or executive officer; and Taglich Brothers is not an affiliate of Taglich Private Equity), leveraged buyouts at Weatherly Financial Group, and structured finance at Heller Financial and the Bank of New York. He holds a BBA from Eastern New Mexico University and an MBA in Finance from the University of Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weatherly Financial Group | LBO sponsor support | 5 years | Experience assessing leveraged buyouts |
| Heller Financial | Structured finance lending | Part of 5 years combined | Structured finance expertise |
| Bank of New York | Structured finance lending | Part of 5 years combined | Structured finance expertise |
| Taglich Brothers, Inc. | Head of Investment Banking (employee) | Since 1994 (role noted) | Co-led PE initiative, evaluates/executing investments; not an affiliate of Taglich Private Equity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taglich Private Equity LLC | Managing Director | Current | Evaluates and executes new investments |
Board Governance
- Chairman of the Board; the Board has separated chair and CEO roles, with Mr. Hailey presiding over meetings and working closely with management on strategic priorities .
- Audit Committee Chair; Nominating and Corporate Governance Committee member. Audit Committee composition: C. David Allen, Jr.; Richard L. Baum, Jr.; Donna Carroll; Douglas E. Hailey (Chair). Nominating Committee composition: Richard L. Baum, Jr. (Chair); Douglas E. Hailey; Paul A. Seid .
- Independence: Board determined Hailey is “independent” under NYSE rules; Hailey and Allen are “audit committee financial experts” per SEC rules .
- Attendance: In 2024, Board met five times; each director attended all Board meetings and at least 75% of applicable committee meetings. Audit Committee held four meetings; Nominating and Corporate Governance Committee held one; Compensation Committee held one .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Board Annual Cash Retainer ($) | $45,000 | $45,000 |
| Audit Committee Annual Cash Retainer ($) | $5,000 | $5,000 |
| Chairman of the Board Cash Retainer ($) | $— | $— |
| Total Cash Fees Earned ($) | $50,000 | $50,000 |
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards (ASC 718 fair value, $) | $66,788 | $70,925 |
| Option Awards (ASC 718 fair value, $) | $8,831 | $14,417 |
| Total Director Compensation ($) | $125,619 | $135,342 |
Grant history (2013 Plan, cumulative since adoption): Options – 43,150 shares (weighted avg exercise price $9.63); Share-based awards – 46,484 shares (weighted avg purchase price $10.92) for Douglas E. Hailey .
- Equity plan controls and timing: Company policies restrict granting equity awards close to MNPI release, with black-out periods and oversight; no options or other equity awards to NEOs were granted within four business days prior to or one business day following MNPI filings in FY 2024 .
- Clawback: Board has a clawback policy for executive compensation tied to accounting restatements .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Taglich Private Equity LLC | Private equity | Managing Director | Board also includes Richard L. Baum, Jr., who is associated with Taglich Private Equity; potential network interlock on Board . |
No other public company directorships for Hailey are disclosed in the proxy .
Expertise & Qualifications
- Audit committee financial expert designation under SEC rules .
- Extensive background in structured finance, leveraged buyouts, and private equity investing .
- Long-tenured director offering continuity on strategy and M&A evaluation .
Equity Ownership
| Holder | Shares Beneficially Owned | Components | Percent of Outstanding |
|---|---|---|---|
| Douglas E. Hailey | 205,602 | Includes 15,694 options exercisable within 60 days and 10,093 unvested restricted shares | 1.9% |
- Anti-hedging/pledging: Covered persons (directors and senior officers) are prohibited from short sales, options trading, trading on margin or pledging company securities, and hedging transactions; margin/pledging prohibited unless advance approval is obtained (policy states “may not … pledge”) .
- No related-person transactions involving Hailey are disclosed; Audit Committee reviews and must approve any related-person transactions as per policy .
Governance Assessment
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Strengths:
- Independent Board leadership with separated Chair/CEO roles; Hailey as Chair supports oversight and agenda quality .
- Audit Committee chaired by an SEC-defined financial expert; robust meeting cadence (4x in 2024) and independence across committee members .
- Strong attendance and engagement; all directors attended all Board meetings and met committee attendance thresholds in 2024 .
- Meaningful personal ownership (205,602 shares, ~1.9%); alignment aided by annual equity grants; anti-hedging/pledging policy reduces misalignment risk .
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Potential concerns and monitoring items:
- Role concentration: Hailey simultaneously serves as Chairman of the Board and Chair of the Audit Committee in 2024–2025; some investors view dual leadership of the Board and a key oversight committee as a checks-and-balances weakness, warranting ongoing performance monitoring of committee effectiveness .
- Network interlock: Two directors affiliated with Taglich Private Equity (Hailey and Baum); while independence has been affirmed and a related-person transaction policy is in place, investors may monitor for any transactions involving Taglich-related entities and ensure continued robust recusal practices .
- Director compensation trending up year-over-year (larger equity values in 2024 vs 2023); continued alignment depends on long-term performance versus TSR and strategic milestones, though director awards are not explicitly tied to performance metrics in the proxy .
Board and committee context: Board met five times in 2024; Compensation Committee met once and did not employ a consultant; Nominating & Corporate Governance Committee met once; the Board maintains governance guidelines, clawback, insider trading (with anti-hedging/pledging), and whistleblower policies .