Paul A. Seid
About Paul A. Seid
Independent director of BGSF; age 77; director since 2014. Serves on BGSF’s Compensation Committee and the Nominating & Corporate Governance Committee. Background includes board service at BioVentrix (since 2010), CEO of RST Automation (since 2013), and President of Strategic Data Marketing (past 18 years). Education: BA in Political Science, Queen’s College (CUNY), 1968; founded/bought/sold over twenty companies across multiple geographies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RST Automation | Chief Executive Officer | Since 2013 | Executive leadership of medical robotics maker |
| Strategic Data Marketing | President | Past 18 years | Research/data collection operator |
| Various companies (Asia, Europe, North & South America) | Founder/Buyer/Seller | Not disclosed | Built and exited >20 companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioVentrix (medical device company) | Director | Since 2010 | Board service; company described as medical device |
| RST Automation | CEO | Since 2013 | Maker of hospital robotic devices |
| Strategic Data Marketing | President | Past 18 years | Research/data collection company |
| Other boards/consulting | Various | Not disclosed | Numerous board and consulting positions (not specified) |
Board Governance
- Independence: Board determined Paul A. Seid is independent under NYSE rules, alongside other listed directors .
- Committee memberships: Compensation Committee (member); Nominating & Corporate Governance Committee (member) .
- Committee chair roles: None; Compensation Committee chaired by Richard L. Baum Jr. ; Nominating & Corporate Governance Committee chaired by Richard L. Baum Jr. .
- Board & committee activity/attendance:
- Board met 5 times in 2024; each director attended all Board meetings and at least 75% of applicable committee meetings during service .
- Audit Committee held 4 meetings in 2024 .
- Compensation Committee held 1 meeting in 2024 .
- Nominating & Corporate Governance Committee held 1 meeting in 2024 .
- Annual meeting attendance: All seven directors attended the 2024 annual meeting .
- Board leadership & risk oversight: Chair is Douglas E. Hailey; Board separates Chair/CEO roles and delegates risk oversight primarily to the Audit Committee .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $45,000 | Non-management director cash retainer |
| Audit Committee retainer | $0 | Audit member retainer is $5,000; Seid not on Audit Committee |
| Compensation Committee fee | $0 | No committee fee disclosed beyond audit |
| Nominating & Corporate Governance Committee fee | $0 | No committee fee disclosed beyond audit |
| Meeting fees | Not disclosed | No meeting fee program disclosed in proxy |
Performance Compensation
| Award Type (FY 2024) | ASC 718 Fair Value (USD) | Plan/Administration | Grant/Terms |
|---|---|---|---|
| Stock awards | $70,925 | Administered by Compensation Committee; stock plans include 2013 LTIP, 2020 ESPP | |
| Option awards | $14,417 | Administered by Compensation Committee; values per ASC 718 |
- No performance-based metrics for director equity awards are described; director compensation is presented as cash retainers, stock awards, and options (no PSUs/metric disclosures) .
- Clawback policy exists for executive compensation; general governance policies and charters are adopted (Code of Ethics, insider trading, corporate governance guidelines) .
Other Directorships & Interlocks
| Company | Public/Private (as disclosed) | Role | Committee Roles |
|---|---|---|---|
| BioVentrix (medical device company) | Not specified | Director | Not disclosed |
| RST Automation | Not specified | CEO | N/A |
| Strategic Data Marketing | Not specified | President | N/A |
| Other boards/consulting | Not specified | Various | Not disclosed |
Expertise & Qualifications
- Industry/operator experience: Founder/buyer/seller across >20 companies globally; leadership in med-tech and data/market research .
- Governance: Long-serving independent director of BGSF with committee experience (Compensation; Nominating & Corporate Governance) .
- Financial oversight exposure: Compensation Committee member; Board’s governance framework includes Audit oversight of related-party transactions .
- Education: BA Political Science, Queen’s College (CUNY), 1968 .
Equity Ownership
| As of Feb 5, 2025 | Shares Beneficially Owned | Included Exercisable Options (≤60 days) | Included Unvested Restricted Stock | Percent of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Paul A. Seid | 129,190 | 15,694 | 10,093 | 1.2% | 11,077,007 shares outstanding |
- Beneficial ownership includes options exercisable within 60 days and unvested restricted common stock as noted .
- Section 16(a) compliance: Company believes all required ownership reports for FY 2024 were timely filed .
Governance Assessment
- Positives:
- Independent status and active committee membership (Compensation; Nominating & Corporate Governance) support board effectiveness .
- Strong attendance: all directors attended all Board meetings in 2024; committee participation thresholds met; presence at annual meeting supports engagement .
- Meaningful equity exposure via stock and option awards and direct ownership (1.2% of shares), indicating alignment with shareholders .
- Governance infrastructure includes charters, ethics, insider trading, clawback policy, and related-party transaction review by the Audit Committee .
- Monitoring points:
- External operating roles (CEO of RST Automation; President of Strategic Data Marketing) warrant routine conflict screening, though related-person transaction oversight is established via Audit Committee policy .
- RED FLAGS: No pledging/hedging of company stock is disclosed in the proxy; insider trading policy applies to directors . No related-person transactions are identified in the cited sections; the Audit Committee reviews any such transactions pursuant to policy .
Appendix: Director Compensation Detail (FY 2024)
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| Paul A. Seid | $45,000 | $70,925 | $14,417 | $130,342 |
Appendix: Committee Composition (2024 Activity)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | C. D. Allen Jr.; R. L. Baum Jr.; Donna Carroll; D. E. Hailey | Douglas E. Hailey | 4 |
| Compensation | C. D. Allen Jr.; R. L. Baum Jr.; Donna Carroll; Paul A. Seid | Richard L. Baum Jr. | 1 |
| Nominating & Corporate Governance | R. L. Baum Jr.; D. E. Hailey; Paul A. Seid | Richard L. Baum Jr. | 1 |
Appendix: Board & Annual Meeting Attendance (2024)
- Board meetings: 5; each director attended all Board meetings and ≥75% of applicable committee meetings .
- Annual meeting: All seven directors present .