Kelly Brown
About Kelly Brown
Kelly Brown, 44, was appointed Interim Co‑Chief Executive Officer in July 2025 and serves as Property Management President at BGSF, bringing over two decades of multifamily property management and staffing experience; she holds a bachelor’s degree and an Executive Masters of International Business (2021) from St. Louis University, plus Certified Staffing Professional (ASA) and CAM (NAA) credentials . As Principal Executive Officer she certified the Q3 2025 Form 10‑Q on November 7, 2025, underscoring governance accountability during the transition period . Company pay‑versus‑performance disclosures show TSR of $117.64 (2022), $57.08 (2023), and $34.25 (2024) and net income of $25.361M (2022), $(10.223)M (2023), and $(3.338)M (2024), providing context for value creation challenges inherited by current leadership . In Q3 2025, Brown highlighted a focused strategy post-divestiture, AI-enabled sales/recruiting deployment, cost alignment, and an expectation of revenue growth in 2026 versus 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BGSF | Interim Co‑Chief Executive Officer | Jul 2025–present | Leadership through portfolio simplification post Professional division sale; cost alignment and AI-enabled productivity |
| BGSF | Property Management President | Prior to Jul 2025–present | Cross-market sales performance, new market openings, strategic direction in Property Management |
| BGSF | Division President | May 2021–Jul 2025 | Division leadership and growth execution in Property Management |
| BGSF | Regional Sales Manager | 2015–2021 | Regional sales leadership across markets |
| BGSF | Director of Sales (Nashville office launch) | 2014–2015 | Opened Nashville office, accelerated market entry |
| Multifamily Property Management (various markets) | Property Manager | 2003–2014 | Lease-up and community operations in St. Louis, Little Rock, Phoenix, Nashville |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greater Nashville Apartment Association | Board Member; Co‑chair of multiple committees | Prior years (dates not specified) | Industry engagement and local market influence |
| National Apartment Association | Apartment Careers Committee Member | Current | Talent pipeline and industry workforce strategy |
| American Staffing Association | Certified Staffing Professional (credential) | Current | Compliance expertise in labor and employment law |
| National Apartment Association | CAM Certification (credential) | Current | Property management technical proficiency |
Fixed Compensation
| Item | 2024 | 2025 (Interim Co‑CEO) |
|---|---|---|
| Base Salary | Not disclosed for Kelly Brown (NEO roster did not include Brown for 2024) | Not disclosed (no public employment agreement filed for Brown) |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid | Not disclosed | Not disclosed |
| Notes | Company historically ties annual cash bonuses for NEOs to adjusted EBITDA levels (e.g., prior CEO/CFO arrangements) | Compensation plan details for Brown’s interim role not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (company program history for NEO bonuses) | Not disclosed | Not disclosed | Not disclosed | Discretionary/plan-based (historical practice) | Not disclosed |
| Equity under 2013 Long‑Term Incentive Plan (RSUs/PSUs/options) | Discretionary | Administrator-defined; may include performance goals | Administrator-determined | Cash/shares/mixed at administrator discretion | Administrator may accelerate; change‑in‑control treatment per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 22,300 shares; includes 22,250 shares issuable upon exercise of stock options (exercisable within 60 days of Feb 5, 2025 under SEC rules) |
| Ownership % of Outstanding | Less than 1% (based on 11,077,007 shares outstanding as of Feb 5, 2025) |
| Grant History (2013 Plan, cumulative) | Options: 56,250 total, weighted avg exercise price $10.11; Stock-based awards: 50,000 total, weighted avg purchase price $6.37 |
| Hedging/Pledging | Prohibited for covered persons (no short-term trading under 6 months; no short sales; no options trading; no margin/pledging; no hedging) |
| Clawback Policy | Adopted; recoupment upon accounting restatements for material noncompliance with financial reporting requirements |
| ESPP Eligibility | Executives eligible; payroll deductions up to 25% compensation; plan terminates Sep 11, 2030 unless amended/terminated earlier |
| In‑the‑Money Status Snapshot | Last reported stock price $7.76 on Sep 12, 2025 vs Brown’s weighted avg option exercise price $10.11 → options out‑of‑the‑money at that date |
Employment Terms
| Term | Detail |
|---|---|
| Appointment Date | Appointed Interim Co‑Chief Executive Officer in July 2025 |
| Contract Term/Expiration | Not disclosed for Brown |
| Severance & Change‑of‑Control | Not disclosed for Brown; company plans outline change‑in‑control handling for awards; prior CEO’s separation included 12 months salary continuation, up to 18 months COBRA, full vesting of outstanding options/restricted shares, and $300,000 additional severance tied to change of control |
| Non‑Compete / Non‑Solicit | Not disclosed for Brown; company uses confidentiality/non‑compete/non‑solicit agreements (illustrated in CFO terms) |
| Governance Certifications | Kelly Brown signed SOX 302 and 906 certifications for Q3 2025 10‑Q on Nov 7, 2025 |
Compensation Structure Analysis
- Equity capacity increased: shareholders approved amendments adding 250,000 shares to both the 2013 LTIP and 2020 ESPP at the Nov 5, 2025 annual meeting, supporting future equity grants and retention tools .
- Hedging/pledging prohibited and clawback in place, enhancing alignment and downside accountability .
- Say‑on‑pay approved: 3,640,870 For / 1,242,037 Against / 257,506 Abstain; frequency set to “every year,” indicating acceptable shareholder sentiment on compensation programs .
Performance & Track Record
| Period | Company Action/Result | Context |
|---|---|---|
| Sep 2025 | Closed sale of Professional division to INSPYR; paid $2/share special dividend on Sep 30; announced up to $5M buyback | Balance sheet optimization and shareholder returns during leadership transition |
| Q3 2025 | Revenues $26.895M; Adjusted EBITDA $0.980M; Adj. EBITDA margin 3.6% | Ongoing “noisy” results during TSA execution and cost realignment |
| 2022–2024 | TSR path: $117.64 → $57.08 → $34.25; Net Income: $25.361M → $(10.223)M → $(3.338)M | Recovery imperative for new leadership team |
Equity Ownership & Alignment (Detail Table)
| Metric | Value |
|---|---|
| Shares Owned (Direct/Indirect) | 22,300 |
| Options Exercisable within 60 Days | 22,250 |
| Ownership % of Outstanding | <1% (basis: 11,077,007 shares) |
| Weighted Avg Option Exercise Price | $10.11 |
| Weighted Avg Stock Award Purchase Price | $6.37 |
| Hedging/Pledging Allowed? | No (policy prohibits; compliance officer approval exceptions) |
| Clawback Policy | Yes (restatement-based recoupment) |
Investment Implications
- Alignment and selling pressure: With weighted average option exercise price above the Sep 12, 2025 stock price, Brown’s options appear out‑of‑the‑money at that snapshot, reducing near‑term exercise/sale pressure; prohibitions on pledging/hedging further limit misalignment risk .
- Incentive design visibility: Brown’s specific interim compensation terms (base, bonus targets, severance/CoC) are not publicly disclosed; however, the enhanced LTIP/ESPP share pools signal capacity to deliver retention/equity incentives aligned to turnaround objectives .
- Execution focus: Brown’s operational priorities—AI-enabled sales/recruiting, cost alignment, market assessment, and refined roadmap—anchor a multi‑quarter execution plan with an explicit 2026 vs 2025 revenue growth outlook, offering potential catalysts if efficiency and growth materialize .
- Governance and shareholder sentiment: Recent say‑on‑pay approval and annual frequency suggest investor tolerance for current frameworks, while clawback/insider trading restrictions and SOX certifications support governance quality during leadership transition .