Richard L. Baum, Jr.
About Richard L. Baum, Jr.
Independent director of BGSF since 2013; currently Chair of the Compensation Committee and Chair of the Nominating & Corporate Governance Committee, and member of the Audit Committee. Biography highlights include prior service on the board of managers of LTN Acquisition (predecessor parent of BGSF), long-standing private equity and M&A experience, a BS from Drexel University and an MBA from the Wharton School. Age disclosed as 64 in the 2024 proxy; the Board cites his acquisition evaluation expertise and continuity as reasons for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taglich Private Equity LLC | Joined firm; active director with multiple private companies where Taglich has an investment | Since 2005 | Private equity/M&A background; acquisition evaluation expertise cited by BGSF . |
| Wachovia Securities / First Union Securities | Managing Director, small business M&A | 1998–2003 | Led M&A practices . |
| Mid-Atlantic Companies, Ltd. | Principal | 1988–1998 | Firm later acquired by First Union in 1998 . |
| Transamerica Business Credit (portfolio purchase) | Led group that purchased PE portfolio | Prior to joining Taglich | Transactional experience . |
| LTN Acquisition, LLC (former parent of predecessor to BGSF) | Board of managers | Pre-2013 → appointment to BGSF board in Nov 2013 | Deep legacy knowledge of BGSF . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Unique Fabricating, Inc. (NYSE American: UFAB) | Chairman of the Board | Since March 2013 | Listed in BGSF proxy biography . |
| Taglich Private Equity LLC portfolio companies | Director (various private companies) | Ongoing | Described as “active director” where Taglich has investments . |
Board Governance
- Independence: Board classifies Baum as an independent director under NYSE rules; Audit Committee members (including Baum) deemed independent .
- Committee assignments and chair roles:
- Compensation Committee (Chair); 1 meeting held in 2024 .
- Nominating & Corporate Governance Committee (Chair); 1 meeting held in 2024 .
- Audit Committee (member); 4 meetings held in 2024 .
- Attendance: In 2023, the Board met five times; each director attended all Board meetings and at least 75% of applicable committee meetings .
- Audit Committee reporting and executive sessions: Audit Committee provides standard oversight, meets with and without management, and in executive session; recommended inclusion of audited 2024 financials in the 10‑K .
- Committee composition (2024–2025):
- Audit: C.D. Allen Jr., Richard L. Baum Jr., Donna Carroll, Douglas E. Hailey (Chair) .
- Compensation: C.D. Allen Jr., Richard L. Baum Jr. (Chair), Donna Carroll, Paul A. Seid (Marshall was a member in 2023) .
- Nominating & Corporate Governance: Richard L. Baum Jr. (Chair), Douglas E. Hailey, Paul A. Seid (Marshall served in 2023; Marshall left board July 2025) .
Fixed Compensation
Cash retainers for non‑management directors:
| Fiscal Year | Board Retainer ($) | Audit Committee Retainer ($) | Notes |
|---|---|---|---|
| 2022 | 45,000 | 5,000 | Reimbursement of reasonable travel and meeting expenses . |
| 2023 | 45,000 | 5,000 | Same policy reiterated . |
| 2024 | 45,000 | 5,000 | Same policy reiterated . |
Performance Compensation
Director equity and total compensation (ASC 718 fair values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | 50,000 | 50,000 | 50,000 |
| Stock awards ($) | 45,667 | 66,788 | 70,925 |
| Option awards ($) | 9,355 | 8,831 | 14,417 |
| Total ($) | 105,022 | 125,619 | 135,342 |
Notes:
- Awards granted under the 2013 Long‑Term Incentive Plan; non‑management directors are eligible for RSUs, restricted stock, options, SARs, and performance units/shares per plan terms (no ISO for directors) .
- The plan prohibits repricing or buybacks of underwater options/SARs; includes share reserve mechanics and standard change‑in‑control provisions; extended to 2034 with clawback alignment in 2023 amendments .
- Compensation Committee did not engage an external compensation consultant for FY2023 or FY2024 .
Other Directorships & Interlocks
| Company/Entity | Overlap/Interlock | Potential Implication |
|---|---|---|
| Taglich Private Equity LLC | Baum (director/PE professional since 2005) and Hailey (Managing Director) both serve on BGSF’s Board | Common PE affiliation may create perceived interlocks; Audit Committee oversees related‑party transactions per policy; Board affirms director independence under NYSE rules . |
| Unique Fabricating, Inc. | Baum is Chairman of the Board | External public company leadership role; disclosure from BGSF proxy biography . |
Expertise & Qualifications
- Deep M&A and private equity experience (Transamerica portfolio purchase; MD in small business M&A at Wachovia/First Union; Taglich Private Equity since 2005). The Board cites his ability to assist in evaluating potential acquisitions and strategic continuity .
- Education: BS (Drexel University); MBA (Wharton School, University of Pennsylvania) .
- Long tenure and institutional knowledge from LTN Acquisition board service pre‑BGSF .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Percent of Outstanding | Components/Footnotes |
|---|---|---|---|
| Feb 13, 2023 | 102,660 | <1% | Includes 17,678 options; 53,650 shares held by a private investment company controlled by Baum; 10,388 by a family trust; 7,209 unvested restricted stock . |
| Feb 7, 2024 | 111,299 | <1% | Includes 19,435 options; 35,891 held by private investment company; 5,388 by family trust; 9,118 unvested restricted stock . |
| Feb 5, 2025 | 126,135 | 1.1% | Includes 15,694 options; 53,650 held by private investment company; 5,388 by family trust; 10,093 unvested restricted stock . |
Alignment controls and policies:
- Insider Trading Policy prohibits short sales, options trading, hedging, and pledging or margin accounts without advance approval; applies to directors and covered persons .
- Company maintains a clawback policy for recoupment of certain executive compensation upon restatement; plan amendments in 2023 also added clawback provisions to the LTIP .
Governance Assessment
Positive indicators
- Independent director with chair roles on Compensation and Nominating & Corporate Governance; member of Audit; all three committees comprised of independent directors under SEC/NYSE rules .
- Documented attendance: all directors attended all Board meetings and at least 75% of applicable committee meetings in 2023; committees met regularly in 2024 (Audit 4x; Compensation 1x; Nominating 1x) .
- Clear related‑party oversight via Audit Committee; no family relationships among directors; independence affirmations provided annually .
- Ownership meaningful for a micro/small-cap board seat; beneficial ownership increased from ~103k (2023) to ~126k (2025); includes options and unvested stock, plus trust and controlled entity holdings .
Monitoring items and potential red flags
- Interlocks: Shared Taglich Private Equity affiliation with another BGSF director (Hailey) can create a perception of network influence; company policies route related‑party reviews to the Audit Committee and the Board maintains independence determinations .
- Compensation Committee cadence: only one meeting held in 2024; ensure adequacy of oversight amid evolving compensation and LTIP changes .
- Section 16(a) reporting: late Form 4 filings for an August 4, 2021 option grant (affecting multiple directors, including Baum) were disclosed; otherwise, the company believes filings were timely for that fiscal year .
Policy architecture supporting investor confidence
- Clawback policy; hedging/pledging prohibitions; codes of ethics and corporate governance guidelines; written committee charters; stockholder communications access .
Director Compensation (Detail)
| Component (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash | $50,000 |
| Stock awards (ASC 718) | $70,925 |
| Option awards (ASC 718) | $14,417 |
| Total | $135,342 |
Cash retainer policy: $45,000 Board member retainer and $5,000 Audit Committee retainer per year (non‑employee directors) .
Related-Party Exposure and Controls
- Related‑party transaction approval: Audit Committee reviews, approves, or ratifies any Item 404 transactions; conflicted committee members recuse; multiple factors assessed (materiality, importance, impairment of judgment) .
- No family relationships: Disclosed none among executive officers and directors .
Say‑on‑Pay & Shareholder Feedback
- Corporate governance section describes engagement channels and policies; the proxy includes advisory vote items and LTIP amendments, but specific say‑on‑pay vote percentages are not disclosed in the excerpts cited here .
Summary Signal
- Baum’s profile combines long-tenured company knowledge with private equity/M&A skill sets. The independence designations, attendance record, and ownership, paired with robust anti‑hedging/pledging and clawback policies, support alignment. Monitor Taglich interlocks (with Hailey) and ensure Compensation Committee cadence remains fit‑for‑purpose, particularly as LTIP usage evolves .