Keith Schroeder
About Keith Schroeder
Keith Schroeder, age 69, is Interim Co-Chief Executive Officer, Chief Financial Officer, and Secretary of BGSF. He became CFO in March 2025 and was appointed Interim Co-CEO in July 2025. He holds a BS in Business Administration (Accounting) from the University of Evansville and is a certified public accountant (inactive) . Company performance context: FY2024 revenue declined to $272.5M from $313.2M in FY2023, and EBITDA declined to $9.3M from $24.1M; the Company’s Pay vs. Performance table shows a $34.25 value of a $100 TSR investment in 2024, peer TSR $73.24, and 2024 Net Income of $(3,338) thousand * * . Titles confirmed via recent 8-K signatures listing him as Interim Co-CEO, CFO and Secretary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novipax Buyer, LLC | President & Chief Executive Officer | Dec 2020–2024 | Led carve-out transaction and subsequent operations |
| Novipax LLC | Chief Financial Officer | Feb 2019–Nov 2020 | Finance leadership during transition period |
| Xcaliber International LTD, LLC | CFO; later President & CEO | 2016–2018 | Advanced from CFO to CEO, corporate leadership |
| Orchids Paper Products | Chief Financial Officer | 2002–2016 | Long-tenured CFO of manufacturing company |
| Cummins Engine Company; Atlas Van Lines, Inc. | Finance/Accounting roles | Earlier career (years not specified) | Large-company accounting and finance roles |
Fixed Compensation
| Year | Base Salary ($) | Effective Date | Notes |
|---|---|---|---|
| 2025 | 350,000 | 2025 (minimum) | Evaluated annually; not less than $350,000 in 2025 |
| 2026 | 375,000 | March 25, 2026 | Contracted step-up |
| 2027 | 400,000 | March 13, 2027 | Contracted step-up |
| Item | Value | Notes |
|---|---|---|
| Target Bonus % | — | Not disclosed; eligible for annual cash bonus based on Adjusted EBITDA levels defined by Compensation Committee |
| Actual Bonus Paid | — | Not disclosed for Schroeder in 2024; he joined in 2025 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Adjusted EBITDA (Company-level, Committee-defined) | — | — | — | Annual bonus eligibility contingent on being employed on last day of fiscal year (except as per employment agreement) | Cash payout per annual cycle |
| Acquisition Bonus | Adjusted EBITDA of acquired company | — | — | — | 1% of acquired company’s Adjusted EBITDA for first 12 months post-close, as determined by the Board | Cash payout after 12 months post-close |
| Stock Options (2013 Plan) | Company stock | — | — | — | Options generally vest 20% immediately and 20% on each anniversary (unless specified otherwise) | Max term up to 10 years; ISO/NQO structure with exercise pricing at or above FMV; 10% owners require 110% of FMV |
| Equity Awards (Grant History) | RSUs/Stock-based awards | — | — | — | Cumulative grants since plan adoption show Schroeder: 31,686 options (WAE price $3.55); 31,686 stock-based awards (WAP price $3.55) | Per individual award agreements |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 10,000 | As of Feb 5, 2025 |
| Ownership % of Shares Outstanding | <1% | Company had 11,077,007 shares outstanding; footnote indicates “Less than 1%” for Schroeder |
| Shares Outstanding (reference) | 11,077,007 | For percent context |
| Options/RSUs Outstanding (as of 12/29/2024 table) | — | Schroeder named in 2025; the 12/29/2024 “Outstanding Equity Awards” table does not list him |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits pledging, margin, short sales, options trading, and hedging for covered persons |
| Ownership Guidelines | — | Not disclosed in DEF 14A 2025 sections reviewed |
Grant history detail (2013 Plan aggregate):
| Type | Total Grants | Weighted Avg Exercise/Purchase Price |
|---|---|---|
| Options | 31,686 | $3.55 |
| Stock-Based Awards | 31,686 | $3.55 |
Employment Terms
| Term | Detail |
|---|---|
| Appointment Dates | CFO & Secretary in March 2025; Interim Co-CEO in July 2025 |
| Agreement Term | Effective through Dec 31, 2027, with successive one-year extensions unless terminated per terms |
| Severance (No Cause / Good Reason) | 12 months base salary + COBRA premiums for 18 months for Schroeder and dependents; plus unpaid bonus, unused vacation, reimbursements, contingent on separation agreement and general release |
| Change-in-Control Case | If terminated without cause or by Schroeder within one year of a change in control: base salary + COBRA premiums for 18 months |
| Bonus Eligibility | Annual cash bonus based on Adjusted EBITDA; acquisition bonus of 1% of acquired company’s Adjusted EBITDA for first 12 months post-close; discretionary bonuses possible |
| Restrictive Covenants | Confidentiality; non-solicitation and non-interference 18 months post-termination; non-compete 12 months post-termination |
| Clawback | Board-adopted Clawback Policy for recoupment in event of accounting restatement due to material noncompliance |
| Insider Trading Controls | Prohibits trades near MNPI; black-out periods; prohibits pledging/margin, hedging, options trading for covered persons |
Performance & Track Record
Company pay-versus-performance metrics context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | $117.64 | $57.08 | $34.25 |
| Peer Group TSR (Value of $100) | $134.46 | $116.94 | $73.24 |
| Net Income ($ thousands) | $25,361 | $(10,223) | $(3,338) |
Company financial trajectory during the most recent two fiscal years:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $313,167,000 * | $272,499,000 * |
| EBITDA ($USD) | $24,134,000* | $9,322,000* |
| Values retrieved from S&P Global.* |
Leadership transition: Schroeder signed multiple 8-Ks as Interim Co-CEO/CFO in 2025, including Q3 2025 results and exhibits, confirming executive responsibility during strategic actions (divestiture and special dividend period) .
Compensation peer group (used for TSR benchmarking and stock performance graph in 10-K per proxy): Mastech Digital, GEE Group Inc, Staffing 360 Solutions, Resources Connection Inc .
Investment Implications
- Compensation alignment: Schroeder’s annual bonus is tied to Adjusted EBITDA, plus an explicit acquisition-related bonus formula, aligning incentives to profitability and M&A execution; no target weightings disclosed, but restrictive covenants and clawback strengthen governance .
- Retention risk: Base salary steps up through 2027; severance provides 12 months pay (no-cause/good reason) and an 18-month base+COBRA package if terminated without cause or by Schroeder within one year of a change in control, offering moderate protection that may reduce near-term voluntary departure risk .
- Insider selling pressure: Pledging and hedging are prohibited for covered persons, which mitigates misalignment and forced selling risk; equity grant history shows material options/awards under the 2013 Plan, but outstanding grants specific to Schroeder as of 12/29/2024 are not disclosed, limiting visibility on near-term vesting-related selling .
- Ownership alignment: Direct beneficial ownership of 10,000 shares (<1%) is relatively modest versus peers; adherence to anti-pledging/hedging policy is a positive, but absence of ownership guideline disclosure for executives leaves a gap for skin-in-the-game assessment .
- Execution signal: Assumption of Interim Co-CEO role amid CEO transition and strategic actions (including segment divestiture and special dividend) suggests the Board’s confidence in Schroeder’s operational and finance leadership during restructuring; however, company TSR and EBITDA compression in FY2024 highlight a turnaround imperative *.