Kelly Brown’s BGSF (NYSE: BGSF) CEO contract outlines pay, bonuses and severance

Rhea-AI Filing Summary

BGSF, Inc. detailed a new Executive Employment Agreement with Co-Chief Executive Officer Kelly Brown, confirming her move from interim to permanent leadership. The agreement runs through December 31, 2027, then renews annually unless either side gives proper notice.

Brown’s initial annual base salary is $375,000, with eligibility for an annual bonus tied to the company’s adjusted EBITDA and potential discretionary cash and equity awards. If she helps complete certain acquisitions, she can earn a bonus equal to 1% of the acquired company’s adjusted EBITDA for the first 12 months after closing.

If Brown is terminated without cause, for good reason, or not renewed, she is entitled to 12 months of base-salary severance, 18 months of COBRA premiums, and accelerated vesting of outstanding equity, with enhanced 18‑month salary severance after certain change-of-control terminations. A separate agreement imposes 12‑month non-compete and 18‑month non-solicitation restrictions, and an indemnification agreement provides protection to the fullest extent allowed under Delaware law.

0001474903FalseFY2026BGSF, INC.00014749032026-02-242026-02-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported):

February 24, 2026

 

BGSF, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-36704			26-0656684
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

14901 Quorum Drive, Suite 800

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 692-2400

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			BGSF			NYSE

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors of BGSF, Inc. (“BGSF” or the “Company”) recently approved the appointments of Keith Schroeder and Kelly Brown as Co-Chief Executive Officers on a permanent, non-interim basis.

On February 24, 2026, B G Staff Services, Inc., a subsidiary of the Company, entered into an Executive Employment Agreement (the “Employment Agreement”) with Ms. Brown. The Employment Agreement remains in effect through December 31, 2027, and then under successive one-year extensions unless written notice of non-renewal is given in accordance with the Employment Agreement. The initial annualized base salary will be $375,000. Ms. Brown’s annualized base salary may be evaluated by the Compensation Committee, but may not be less than the then effective base salary.

Ms. Brown is eligible to receive an annual bonus based on the Company’s adjusted EBITDA as reported in the Company’s financial statements for the applicable fiscal year and set forth in her variable pay plan(s). Moreover, if certain acquisitions occur during her employment period, and Ms. Brown is involved in the acquisition as described in the Employment Agreement, Ms. Brown will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Company’s Board of Directors, for the first 12 months after the acquisition’s closing date.

The Compensation Committee may also grant discretionary bonuses, stock options, or restricted stock. Incentive-based compensation, payments, and benefits provided to Ms. Brown under the Employment Agreement will be subject to claw back under certain circumstances as described in the Employment Agreement.

In the event that Ms. Brown’s employment is terminated for any reason, she will be eligible to receive her accrued but unpaid base salary, earned but unpaid acquisition bonus, and (if the termination is due to death, involuntary termination without “cause” (as defined in the Employment Agreement), termination for “good reason” (as defined in the Employment Agreement), or expiration of the employment period) earned but unpaid annual bonus for the preceding fiscal year and a prorated annual bonus for the fiscal year in which the termination occurs.

In the event Ms. Brown’s employment is terminated without “cause” or for “good reason,” or as a result of the Company’s non-renewal, Ms. Brown will also receive a severance amount equal to 12 months of base salary and an additional amount equal to COBRA premiums for 18 months, which amounts are contingent upon Ms. Brown’s execution and non-revocation of a separation agreement and general release of claims. Ms. Brown will also become fully vested in any outstanding equity awards, subject to the conditions specified in the Employment Agreement.

In the event Ms. Brown is terminated by the Company without “cause” or by Ms. Brown after a “change of control” within one year after such “change of control,” then the aforementioned severance amount would be increased from 12 months to 18 months of base salary, and Ms. Brown would become fully vested in any outstanding equity awards, subject to the execution and non-revocation of a separation agreement and general release of claims.

On February 24, 2026, B G Staff Services, Inc. and Ms. Brown have also entered into a non-disclosure of confidential information, non-solicitation, non-interference, and non-competition agreement. Pursuant to the agreement, Ms. Brown generally agrees not to disclose or use the Company’s confidential information (as defined in the agreement) and, for a period of 18 months following her termination, not to solicit our clients, interfere with the Company’s clients or suppliers, or solicit the Company’s employees, billable independent contractors, or other personnel. Ms. Brown also agrees to a non-compete for a period of 12 months after termination of her employment.

On February 24, 2026, the Company also entered into an Indemnification Agreement with Ms. Brown. The Indemnification Agreement clarifies, and supplements indemnification provisions already contained in the Company’s Bylaws and generally provides for indemnification of Ms. Brown to the fullest extent permitted by Delaware law, subject to certain exceptions, against expenses, judgments, fines, and other amounts actually and reasonably incurred in connection with her service as an executive officer, and also provides for rights to advancement of expenses.

The descriptions of the Employment Agreement and the Indemnification Agreement set forth in this Item 5.02 are not complete and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are hereby incorporated herein by reference.

The information disclosed under Item 5.02 in the Company’s Current Report on Form 8-K filed on June 23, 2025 is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.			Description
10.1			Form of Indemnification Agreement for director and executive officers of BGSF, Inc. (incorporated by reference from the Current Report on Form 8-K filed on February 4, 2014)
10.2			Executive Employment Agreement, dated as of February 24, 2026, between B G Staff Services, Inc. and Kelly Brown
104.0			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									BGSF, INC.
Date:			March 2, 2026						/s/ Keith Schroeder
						Name: Title:			Keith Schroeder Co-Chief Executive Officer, Chief Financial Officer, and Secretary (Principal Executive Officer and Principal Financial Officer)

FAQ

What executive changes did BGSF (BGSF) disclose in this 8-K?

BGSF confirmed that Keith Schroeder and Kelly Brown were approved as permanent Co-Chief Executive Officers. The filing focuses on Kelly Brown’s new employment agreement, describing her compensation, bonus opportunities, severance protections, restrictive covenants, and an indemnification agreement covering her service as an executive officer.

What is Kelly Brown’s base salary under the new BGSF (BGSF) agreement?

Kelly Brown’s initial annualized base salary is set at $375,000. The Compensation Committee may review this amount, but it cannot be reduced below her then-current base salary, providing income stability as she serves as Co-Chief Executive Officer of BGSF, Inc. through at least December 31, 2027.

How are bonuses structured for Kelly Brown at BGSF (BGSF)?

Kelly Brown can earn an annual bonus based on BGSF’s adjusted EBITDA and her variable pay plan. She may also receive discretionary bonuses and equity awards. For qualifying acquisitions she helps execute, she earns an additional bonus equal to 1% of the acquired company’s adjusted EBITDA for 12 months.

What severance could Kelly Brown receive if she leaves BGSF (BGSF)?

If terminated without cause, for good reason, or after non-renewal, Kelly Brown receives 12 months of base salary, 18 months of COBRA premiums, certain earned bonuses, and full vesting of equity awards. After qualifying change-of-control terminations, the salary-based severance increases to 18 months, subject to a release.

What non-compete and non-solicitation terms apply to Kelly Brown at BGSF (BGSF)?

Kelly Brown agreed not to compete with BGSF for 12 months after her employment ends. For 18 months post-termination, she generally cannot solicit or interfere with BGSF’s clients, suppliers, employees, or billable contractors, and must protect the company’s confidential information as defined in the agreement.

How does the indemnification agreement protect Kelly Brown at BGSF (BGSF)?

The indemnification agreement provides Kelly Brown with protection to the fullest extent permitted by Delaware law. It covers expenses, judgments, fines, and similar amounts reasonably incurred in her role as an executive officer and grants rights to advancement of expenses, subject to specified exceptions and conditions.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.2 EX-10.2 147.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.8 KB