What changed in this filing

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Item 9A. Controls and Procedures

2023-12-18 compared with 2022-12-20 · 667 added, 315 removed, 322 unchanged (75% of the section changed)

Controls and Procedures.

As of September 30, 2022, the Company's management carried out an evaluation as required by the Securities Exchange Act of 1934, as amended (“the Exchange Act”), of the effectiveness of the design and operations of our disclosure controls and procedures (rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (rules 13a-15(f) and 15d-15(f)).

As of September 30, 2023, the Company's management carried out an evaluation as required by the Exchange Act of the effectiveness of the design and operations of our disclosure controls and procedures (rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (rules 13a-15(f) and 15d-15(f)).

Based on that evaluation, the Company's Chief Executive Officer and its Principal Financial Officer concluded that the Company's disclosure controls and procedures and internal control over financial reporting were effective as of September 30, 2023.

23 unchanged sentences

There were no changes in our internal controls over financial reporting during fiscal 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Network Security Incident and Risks

On February 1, 2022, the Company detected and stopped a network security incident.

The senior executive management team was immediately notified who in turn reported the network security incident to the audit committee chairman who has board oversight authority for these types of matters.

The Company’s Audit Committee and Board of Directors have been fully briefed and a special committee of the board was appointed to assist and oversee management in the on-going investigations, response and full remediation of the incident.

The costs of investigating and resolving the incident thus far has been immaterial.

Based on what management and the Company’s third-party cyber security experts have determined in their investigation, the Company also does not foresee this incident having any future material detrimental effect on our business or financial position.

No additional malicious activity has been observed on the network to date.

The Company’s operations were minimally impacted, and we continue to serve our clients without issue.

The Company’s investigation and analysis of the incident are largely completed.

The scope of investigation and analysis of the incident have included identification of vulnerabilities or weaknesses in our security and, also, the design and implementation of additional protective measures and controls to prevent future incidents such as this one.

Based on our current assessments, we also have not identified any material weaknesses in our internal controls, including our disclosure controls and procedures as a result of the incident.

Other Information.

3 unchanged sentences

The named executive officers and directors of the Company are as follows:

Derek Dewan (4)

Chief Executive Officer, Chairman of the Board

1 unchanged sentence

Senior Vice President and Chief Financial Officer

Tanous (1)(2)(3)(5)

Moore (1)(2)(3)

Peter Tanous (1)(2)(3)(5)

Darla Moore (1)(2)(3)(4)(5)

William Isaac (1)(3)(4)(5)

Jyrl James (2)(3)(5)

Matthew Gormly (1)(2)(4)

Thomas Vetrano (2)(3)(6)

Director, Lead Independent Director

Randall Waterfield (1)(4)

David Sandberg (4)(5)

(1) Member of the Audit Committee.

3 unchanged sentences

(5) Member of the Corporate Governance Committee.

(6) Lead independent Director

Derek Dewan – Chief Executive Officer, Chairman of the Board

Dewan, former Chairman and Chief Executive Officer (CEO) of Scribe Solutions, Inc.

was elected Chairman of the Board of Directors and CEO of the Company effective April 1, 2015 in connection with its merger with Scribe Solutions.

Dewan was previously Chairman and CEO of publicly traded MPS Group, Inc.

In January 1994, Mr.

Dewan joined AccuStaff Incorporated, MPS Group’s predecessor, as President and Chief Executive Officer, and took that company public in August 1994.

Dewan’s leadership, the company became a Fortune 1000 world-class, global multi-billion-dollar staffing services provider through significant organic growth and strategic acquisitions.

MPS Group grew to include a vast network of offices in the United States, Canada, the United Kingdom, Continental Europe, Asia and Australia.

MPS Group experienced many years of continued success during Mr.

Dewan’s tenure, including having completed successful secondary stock offerings of $110 million and $370 million, being featured on the Wall Street Journal’s “top performing stock list” for three consecutive years and being included in the Standard and Poor’s (S&P) Mid-Cap 400.

In 2010, he was instrumental in the sale of MPS Group to the largest staffing company in the world, Adecco Group, for $1.3 billion.

Dewan was previously a CPA and partner of the international accounting firm, Coopers & Lybrand (a predecessor firm to PricewaterhouseCoopers LLP).

Derek Dewan was appointed Chairman and CEO of General Employment Enterprises, Inc.

(k/k/a GEE Group Inc.) (NYSE American:

JOB) in 2015, following its merger with Scribe Solutions, Inc.

He is a highly accomplished executive with a proven track record of success and outstanding leadership achievements.

Throughout his career, he has demonstrated exceptional abilities in driving organic growth, executing strategic acquisitions, and delivering outstanding financial performance.

With extensive experience in the staffing services industry, Mr.

Dewan has consistently achieved remarkable results and established himself as a respected figure in the industry.

Since 2015, Mr.

Dewan has successfully led JOB through 5 strategic acquisitions, significant post-acquisition integration, the COVID-19 pandemic, significant deleveraging of JOB resulting in the elimination of approximately $120 million in debt, and a $57.5 million follow-on public equity offering.

The results of these activities have been transformational, including transitioning JOB away from industrial staffing towards professional staffing led by IT, revenue growth of 3-4 times, significantly higher gross profit and earnings margins, consistent profitability and positive cash flow.

Prior to this, Mr.

Dewan served as Chairman and CEO of MPS Group, Inc., a publicly-traded staffing company.

His tenure at MPS Group began in January 1994 when he joined AccuStaff Incorporated, MPS Group's predecessor, as President and Chief Executive Officer and led the IPO in August of that year.

Notably, under Mr.

Dewan's leadership, the company underwent significant organic growth and successfully executed over 100 strategic acquisitions, transforming it into a Fortune 1000 world-class, global multi-billion-dollar staffing services provider.

MPS Group's expansion under Mr.

Dewan's guidance extended its reach to include a vast network of offices across the United States, Canada, the United Kingdom, Continental Europe, Asia, and Australia.

The company consistently achieved remarkable success during his tenure, marked by completed secondary stock offerings of $110 million and $370 million, inclusion in the Standard and Poor's (S&P) Mid-Cap 400, and recognition on the Wall Street Journal's "top performing stock list" for three consecutive years.

He led the company’s growth from a microcap to one of the largest U.S.

professional staffing firms with human resources solutions verticals in IT, accounting, legal, healthcare and engineering.

Under his leadership, the premier software vendor management system (“VMS”) Beeline, and managed services provider (“MSP”) Pontoon, were developed.

Dewan’s final pivotal leadership achievement was the sale of MPS Group to Adecco Group in 2010, the largest staffing company in the world, for an impressive $1.3 billion.

To our knowledge, this was the largest and most successful shareholder return story within the staffing industry at the time and still sets a high water mark today.

This transaction exemplified Mr.

Dewan’s ability to navigate complex negotiations and deliver exceptional value to stakeholders.

Before his tenure at MPS Group, Mr.

Dewan started his career as a CPA with Price Waterhouse and rapidly ascended to the manager level in less than five (5) years.

Subsequently, he moved to Coopers & Lybrand where he was promoted to the positions of Tax Partner in Charge and Managing Partner at that international accounting firm, now PricewaterhouseCoopers LLP (“PwC”).

He was admitted as a partner at age 29, one of the youngest individuals to achieve this status in the history of the firm.

This role provided him with a strong foundation in organizational leadership and excellence, operational and financial management, and expertise in tax and accounting practices, further enhancing his abilities as a strategic and effective business leader.

Dewan's extensive experience, demonstrated success, and exceptional leadership skills make him a valuable asset to the Company.

With a proven ability to drive growth, execute strategic initiatives, and achieve outstanding financial results, he is well-positioned to contribute to the continued success of GEE Group’s future endeavors.

He is a recipient of the “Ellis Island Medal of Honor”, the ATFL “Joseph J.

Jacobs Distinguished Achievement Award”, the RMF “Distinguished Lifetime Achievement Award” and the “USF Alumni Award for Entrepreneurship”.

He has served on the NYSE Listed Company Advisory Committee, the SMU Cox School of Business Executive Board, the University of South Florida School of Accountancy Advisory Council and the ALSAC Board which is the fund-raising arm of St.

Jude Children’s Research Hospital.

Dewan has a B.A.

in Accounting with a concentration in finance from the University of South Florida.

Alex Stuckey – Chief Operating Officer

Stuckey became the Company’s Chief Administrative Officer on April 10, 2017.

He joined the Company in April 2015 as its Chief Operating Officer and President and served in those positions until April 10, 2017.

On August 26, 2022, Mr.

Stuckey was re-appointed as the Company’s Chief Operating Officer.

Prior to its acquisition by the Company, Mr.

Stuckey was the President and Chief Operating Officer of Scribe Solutions, Inc.

Prior to joining Scribe, Mr.

Stuckey was the founder and Chief Executive Officer of Fire Fighters Equipment Co.

He led that company from a start up to a multi-million-dollar enterprise with substantial net profits through both organic growth and growth through acquisition.

At Fire Fighters, Mr.

Stuckey developed unique marketing strategies, which were revolutionary to the industry.

His efforts led to a successful stock sale of Fire Fighters to Cintas.

Stuckey also has extensive experience in banking and finance, which he obtained after a successful career at Barnett Bank as a special assets officer, and currently serves as a director/executive of Castleworks Home Services Company, a provider of residential home services.

Stuckey graduated from Florida State University with a bachelor’s in Entrepreneurship and Business Enterprises.

Alex Stuckey joined GEE Group when it merged with Scribe Solutions in 2015, and currently serves as the Chief Operating Officer.

At the time of the merger, Mr.

Stuckey held the position of President and Chief Operating Officer at Scribe Solutions, Inc., where he played a pivotal role in the company's achievements.

His exceptional leadership skills and strategic insights contributed to Scribe Solutions' success, ultimately leading to his association with Derek Dewan, our Chairman and CEO, the merger of Scribe Solutions with General Employment Enterprises in 2015, and the beginnings of today’s GEE Group Inc.

Stuckey is an accomplished business executive with a proven track record of success in various leadership roles and brings extensive experience and expertise to his position.

Prior to his tenure at Scribe, Mr.

Stuckey served as the Chief Executive Officer of Fire Fighters Equipment Co., where he successfully transformed a startup into a successful multi-million-dollar enterprise.

Through his visionary approach, innovation and hard work, Mr.

Stuckey implemented groundbreaking marketing strategies that revolutionized the fire safety industry and resulted in substantial net profits for his former company.

His exemplary leadership attracted the attention of industry giant Cintas, which acquired Fire Fighters through a successful stock purchase.

In addition to his accomplishments in the business world, Mr.

Stuckey possesses a wealth of experience in banking and finance.

As a special assets officer at Barnett Bank, not only did Mr.

Stuckey develop his keen understanding of financial management and risk assessment, he honed his skills in dispute resolution, negotiation and litigation management, skills that he brings to his current position as GEE Group’s COO and valued member of the executive management team.

Stuckey served as Education Chairman and Forum Moderator, as a member of Y.P.O., Government Affairs & Legislative Chairman for eight years for BOMA, Board of Director of Sila Heating & Air Conditioning, Super Home Services and Castleworks Home Services Company, all private equity backed, providers of residential home services.

His involvement in these roles showcases his commitment to contributing his expertise and leadership to multiple industries.

Stuckey earned his bachelor's degree in Entrepreneurship and Business Enterprises from Florida State University, establishing his educational foundation, that has and continues to serve him and his organizations well.

This, coupled with his extensive professional experience, equips him with a comprehensive understanding of business operations and the skills necessary to drive growth and success.

Stuckey's remarkable career journey, marked by transformative achievements and valuable expertise, positions him as an invaluable asset of GEE Group.

His ability to lead teams, implement innovative strategies, and drive sustainable growth makes him a respected and sought-after business executive.

Kim Thorpe – Senior Vice President and Chief Financial Officer

Thorpe joined the Company as the Vice President of Finance on May 1, 2018 and was appointed as the Company’s Senior Vice President and Chief Financial Officer effective June 15, 2018.

Since February 2013, Mr.

Thorpe also has served as Managing Principal of FRUS Capital LLC and from November 2013 through May 2017, Mr.

Thorpe served as the Chief Financial Officer of Delta Company of Insurance Services, Inc.

and as a director and Chief Financial Officer of NeuLife Neurological Services LLC.

From May 2006 to February 2013, Mr.

Thorpe served in senior executive positions in a privately-owned insurance organization and a specialty real estate lender.

Kim Thorpe joined the Company on May 1, 2018, as the Vice President of Finance, and was appointed Senior Vice President and Chief Financial Officer on June 15, 2018.

He is an accomplished financial executive with a wealth of experience spanning various industries over four decades.

As the newest member of GEE Group’s executive team, Mr.

Thorpe already has played instrumental roles in the Company’s successful restructuring and integration initiatives following the SNI acquisition, navigation through the COVID-19 pandemic, deleveraging initiatives resulting in the elimination of approximately $120 million in debt, and completion of JOB’s follow-on equity offering, which in combination, have led to the Company’s return to profitable growth and generation of free cash flow.

Thorpe also serves as the Managing Principal of FRUS Capital LLC (“FRUS”), which he formed in February 2013, as a platform for providing consulting services to clients.

At FRUS, he has been able to leverage his strong leadership skills and financial acumen, helping clients overcome obstacles toward achieving their goals and success.

From November 2013 to May 2017, Mr.

Thorpe accepted appointment as the Chief Financial Officer of one of his clients, Delta Company of Insurance Services, Inc., and became an investor, member and director, and was appointed CFO of NeuLife Neurological Services LLC, an affiliate, where he made significant contributions to the financial operations, capital formation, growth, and leadership of both organizations.

Prior to forming FRUS, Mr.

Thorpe held senior executive positions in a privately-owned insurance organization and a specialty real estate lender from May 2006 to February 2013.

In the case of the private insurance organization, Mr.

Thorpe was instrumental in negotiations leading to its successful acquisition by its successor insurance organization.

Leveraging his outstanding industry knowledge and M&A skills, in combination with his good reputation and relationships with decision makers at both buyer and seller, Mr.

Thorpe remained a key figure in the transaction through its closing and post-acquisition integration stages.

From November 1999 to March 2006, Mr.

Thorpe served as Executive Vice President and Chief Financial Officer of FPIC Insurance Group, Inc., a public company formerly listed on Nasdaq Global Select Market under the symbol “FPIC”.

Thorpe also served as Senior Vice President and Chief Financial Officer of a large insurance and financial services business unit of GE Capital from March 1998 to November 1999.

From October 1993 to February 1998, Mr.

Thorpe was a partner of the international accounting firm, Coopers & Lybrand (a predecessor firm to PricewaterhouseCoopers LLP).

Thorpe holds a BSBA in Accounting from the University of Florida and is a Certified Public Accountant.

Tanous – Director

Tanous joined the Company as a director in May 2015.

Tanous is Chairman Emeritus of Lynx Investment Advisory of Washington D.C., an SEC registered investment advisory firm, and an accomplished author on the topics of economics and investments.

He has served on several boards of directors of public and private companies, including MPS Group, Inc.

In prior years, Mr.

Tanous was International Regional Director with Smith Barney and a member of the executive committee of Smith Barney International, Inc.

He served for ten years as executive vice president and a director of Bank Audi (USA) in New York and was earlier chairman of Petra Capital Corporation in New York.

A graduate of Georgetown University, he has served on the university’s investment committee and as a member of the Georgetown University Library Board.

Tanous’ book, Investment Gurus, published by Prentice Hall in 1997, received wide critical acclaim in financial circles and was chosen as a main selection of The Money Book Club.

His subsequent book, The Wealth Equation, was also chosen as a Money Book Club main selection.

Investment Visionaries, was published in August 2003 by Penguin Putnam and Kiplinger’s Build a Winning Portfolio, was published by Kaplan Press in January 2008.

Tanous co-authored (with Dr.

Arthur Laffer, the “Father of Supply Side Economics” and Stephen Moore, former Wall Street Journal writer and editorial board member) The End of Prosperity, published by Simon & Schuster in October 2008.

His most recent book, The Pure Equity Plus Plan, was published by Advantage Press in 2021.

In addition to Georgetown University, Tanous has served on several investment committees including St.

Jude Children’s Research Hospital and Lebanese American University.

Tanous served as chairman of the board of trustees of Lebanese American University and continues to serve as a trustee.

Tanous’ experience as a corporate director also includes having served on the board of directors of MPS Group.

At MPS Group, he served as chairman of the audit committee and on several other committees over many years where he gained significant staffing industry knowledge and experience as MPS was one of the largest staffing organizations in the U.S.

Tanous has also served on the board of Cedars Bank, Los Angeles, a California state commercial bank with branches in Orange County and San Francisco, and as a director at WorldCare Ltd., Cambridge, Mass, a company in the field of health care services and telemedicine diagnostics.

Moore – Director

Moore joined the Company as a director in June 2018.

Moore is the Founder and Chair of the Palmetto Institute, a nonprofit think-tank aimed at bolstering per capita income in South Carolina.

She is also the founder and chair of the Charleston Parks Conservancy, a foundation focused on enhancing the parks and public spaces of the City of Charleston.

Until 2012, Ms.

Moore was the Vice President of Rainwater, Inc., a private investment company.

Moore is the first woman to have been profiled on the cover of Fortune magazine and has been named to the list of the Top 50 Most Powerful Women in American Business.

Moore has served on numerous corporate and philanthropic boards, including Hospital Corporation of America (HCA), Martha Stewart Living Omnimedia, The South Financial Group, MPS Group, the National Advisory Board of JP Morgan, the National Teach for America Board of Directors, the Board of Trustees of the New York University Medical School and Hospital and the University of South Carolina Board of Trustees.

She was formerly a managing director of Chemical Bank, the predecessor of JP Morgan and currently serves on the Board of Directors of The Shed, a cultural institution in New York City, the Lebanese American University of Beirut, the Santa Fe Institute, and Oxbow Carbon, in addition to GEE Group Inc.

The University of South Carolina’s business school is named in her honor, the first business school in America named for a woman.

Moore received the Business Person of the Year Award from the South Carolina Chamber of Commerce and was inducted into the South Carolina Business Hall of Fame.

Moore and Condoleezza Rice are the first women members of Augusta National Golf Club.

A graduate of the University of South Carolina, she holds an M.B.A.

from George Washington University.

Currently, Ms.

Moore serves as Chairman of the Darla Moore Foundation.

William “Bill” Isaac – Director

Isaac joined the Company as a director in June 2015 and is currently Chairman and principal owner of two premier consulting firms, Secura/Isaac and Blue SaaS Solutions.

Isaac is a former Chairman of the United States Federal Deposit Insurance Corporation (“FDIC”).

President Carter appointed Mr.

Isaac to the board of the FDIC at the age of 34, and President Reagan named him Chairman of the FDIC two years later, making him the youngest FDIC board member and Chairman in history.

Isaac served with distinction as FDIC Chairman during one of the most tumultuous periods in U.S.

banking history.

Isaac has significant experience as a director on the boards of several public and private companies and currently serves as a member of the boards of directors of Emigrant Bank and New York Private Bank & Trust and serves as Chairman of Sarasota Private Trust and Cleveland Private Trust.

He also has served as Chairman of the Board of Fifth Third Bancorp, one of the nation’s leading banks, and worked as Senior Managing Director at FTI Consulting from 2011 to 2019.

Isaac also is a former board member at TSYS, a leading payment processing company that today is part of Global Payments, and has served on the boards of Amex Bank, The Associates (a finance company formerly owned by Ford Motor Company), credit reporting company TransUnion and former global staffing firm, MPS Group.

Isaac is the author of Senseless Panic:

Thorpe served as the Executive Vice President and Chief Financial Officer of FPIC Insurance Group, Inc., a prominent public company formerly listed on Nasdaq Global Select Market (NASDAQ:

His exceptional financial stewardship, strategic decision-making and leadership played a pivotal role in the successful turnaround of FPIC, following a period of accelerated growth through acquisitions accompanied by manifestations of significant post-acquisition integration and operational risks.

Thorpe also served as the Senior Vice President and Chief Financial Officer of a very large insurance and financial services business unit of GE Capital with assets of over $30 billion and annual revenues of nearly $2 billion.

Although his time at GE Capital was relatively brief (March 1998 to November 1999), he honed his leadership skills and demonstrated his ability to manage very large, complex financial organizations, build and manage outstanding teams, and drive sustainable results.

He also played a very important role, and one for which he specifically was recruited, in helping achieve improvements in the cultural assimilation of his business unit with GE Capital.

For his many accomplishments in a short time, Mr.

Thorpe achieved “Green Belt” status as a Six Sigma™ professional, had one of his Six Sigma™ projects nominated for an annual global Six Sigma™ award, one of GE’s most coveted business awards, attended GE’s invitation-only Advance Finance Council , and was invited to attend GE’s prestigious, Global Business Management Course .

Earlier in his career, from October 1993 to February 1998, Mr.

Thorpe was a partner at the international accounting firm Coopers & Lybrand, a predecessor firm to PricewaterhouseCoopers LLP.

In this capacity, he honed his expertise in accounting and financial management, as well as organizational leadership, solidifying the foundation for his many successes since.

During his tenure, Mr.

Thorpe served as the engagement partner in charge of audits of some of the Firm’s largest insurance clients and was considered one of his former Firm’s subject matter experts in insurance industry accounting, auditing, SEC and other regulatory matters.

Thorpe earned his BSBA, with honors, in Accounting from the University of Florida, and is a Certified Public Accountant.

His educational background, coupled with his extensive professional experience, equips him with a comprehensive understanding of business and financial strategies, and best practices.

Peter Tanous – Director

Peter Tanous is a highly accomplished and esteemed figure in the field of finance and investment.

He currently holds the position of Chairman Emeritus at Lynx Investment Advisory, a SEC registered investment advisory firm located in Washington D.C.

With an extensive career spanning several prestigious institutions, Mr.

Tanous has created a lasting impact on the financial industry.

Before joining Lynx Investment Advisory, Mr.

Tanous served as the International Director at Smith Barney and a member of the executive committee at Smith Barney International, Inc.

Prior to that, he held the position of executive vice president and director at Bank Audi (USA) in New York for a decade.

He also served as the chairman of Petra Capital Corporation in New York.

Education played a significant role in shaping Mr.

Tanous’s career.

He is a graduate of Georgetown University, where he currently serves on the board of Georgetown University's Center for Contemporary Arab Studies and is a member of the Georgetown University Library Board.

Additionally, he dedicated two decades to the university's investment committee.

His educational journey also included attending The American School of Paris in France, where he became fluent in French.

Tanous is a distinguished author, having written several influential books in the financial realm.

His book "Investment Gurus," published in 1997 by Prentice Hall, became a bestseller and garnered critical acclaim within financial circles.

It was selected as a main choice by The Money Book Club.

He followed up with "The Wealth Equation," which also became a main selection of the Money Book Club.

Tanous's other publications include "Investment Visionaries" (published by Penguin Putnam in August 2003) and "Kiplinger's Build a Winning Portfolio" (published by Kaplan Press in January 2008).

Notably, he co-authored "The End of Prosperity" with Dr.

Arthur Laffer and Stephen Moore, which was published by Simon & Schuster in October 2008.

Tanous also has authored several well-reviewed published novels.

In addition to his remarkable achievements in the financial sector, Mr.

Tanous has been involved in various organizations and served on the boards of several publicly held companies.

Notable among these are his current or former positions on the boards Accustaff, Inc., MPS Group, and GEE Group, Inc., all companies in the staffing industry, where he served as the chairman of the Audit Committee.

He also served on the board of Worldcare, Ltd., a healthcare services and telemedicine diagnostics company based in Cambridge, Massachusetts.

Another notable role was his service on the board of directors of Kistler Aerospace, a pioneer in Low Earth Orbit satellite development.

Tanous's commitment to promoting Lebanese American relations led him to found and serve as the founding chairman of The American Task Force on Lebanon in Washington D.C.

He actively engaged prominent Lebanese Americans across the United States to further this cause.

Notably, an award at the organization is named after Tanous.

He also served on the National Committee of St.

Jude Children's Research Hospital in Memphis, Tennessee, contributing his expertise to the investment committee of this renowned charity.

Tanous also served as the Chairman of the Board of Trustees at Lebanese American University from 2018 to 2020.

Tanous also has generously supported Georgetown University by endowing the Tanous Lecture Series, which invites esteemed speakers from finance, government, and the arts to share their insights with the university community.

The series has featured prominent individuals such as Treasury Secretary Janet Yellen, Pulitzer Prize winner Sara Ganim, Nobel Laureate George Akerlof, and Former Secretary of Defense Robert Gates.

In recognition of his contributions, Tanous was honored with the Georgetown University William Gaston Alumni Award in 2021.

Darla Moore – Director

Darla Moore joined the Company as an independent director in June 2018, bringing with her a wealth of experience and expertise.

Moore is a highly accomplished businesswoman and philanthropist who has made significant contributions to the business world and society at large throughout her career.

As the Founder and Chair of the Palmetto Institute, a nonprofit think-tank, Ms.

Moore is dedicated to fostering economic growth and increasing per capita income in South Carolina.

She is also the visionary behind the Charleston Parks Conservancy, a foundation that focuses on enhancing the parks and public spaces of the City of Charleston, creating a better environment for its residents.

Moore is the esteemed Chairwoman of the Darla Moore Foundation, further exemplifying her dedication to philanthropy and making a positive impact on society.

In addition to her involvement with the Darla Moore Foundation, Ms.

Moore holds positions on the Board of Directors of The Shed, a renowned cultural institution in New York City, the Lebanese American University of Beirut, the Santa Fe Institute, Oxbow Carbon, in addition to GEE Group.

Prior to her current roles, Ms.

Moore served as the Vice President of Rainwater, Inc., a prestigious private investment company.

During her tenure, she played a pivotal role in the company's success and demonstrated her exceptional leadership skills.

Moore's accomplishments have gained her significant recognition in the business world.

She was featured on the cover of Fortune magazine, becoming the first woman to receive this distinction.

Additionally, she has been named among the Top 50 Most Powerful Women in American Business, in recognition of her influence and impact on American business.

Throughout her career, Ms.

Moore has served on numerous corporate and philanthropic boards, showcasing her commitment to making a difference.

In addition to GEE Group, some notable organizations she has been involved with include Hospital Corporation of America (HCA), Martha Stewart Living Omnimedia, The South Financial Group, MPS Group, the National Advisory Board of JP Morgan, the National Teach for America Board of Directors, the Board of Trustees of the New York University Medical School and Hospital, and the University of South Carolina Board of Trustees.

In recognition of her outstanding achievements, the University of South Carolina's business school proudly bears her name, making it the first business school in America named after a woman.

Moore's dedication to the business community has earned her the Business Person of the Year Award from the South Carolina Chamber of Commerce and induction into the South Carolina Business Hall of Fame.

Moore's passion for golf led her to become one of the first women members of the prestigious Augusta National Golf Club, alongside Condoleezza Rice.

This accomplishment demonstrates her commitment to breaking barriers and paving the way for future generations of women in sports.

Moore holds an undergraduate degree from the University of South Carolina and an M.B.A.

from The George Washington University, solidifying her academic foundation and complementing her remarkable professional achievements.

Through her leadership, vision, and philanthropic efforts, Ms.

Moore has left an indelible mark on the world, inspiring others to strive for excellence and make a difference.

William Isaac – Director

Isaac joined the Company as a director in June 2015 and is currently Chairman of Secura/Isaac Group and its three branches Secura/Isaac Advisory, Secura/Isaac Technologies and Secura/Isaac Talent.

He is a member of the boards of directors of Emigrant Bank and New York Private Bank & Trust and serves as Chairman of Sarasota Private Trust and Cleveland Private Trust, all of which are owned by Howard Milstein and his family.

William “Bill” Isaac served as Chairman of the FDIC during one of the most important and tumultuous periods in US banking history.

Some 3,000 banks and thrifts failed during the 1980s, including Continental Illinois and nine of the ten largest banks in Texas.

In addition to the failures of many of the largest regional banks throughout the US, most of the money center banks in the US were on the watch list due in large part to the enormous amount of loans on their books to less developed countries.

President Carter appointed Bill Isaac to the board of the FDIC in 1978.

He was confirmed by the Senate at the age of 34.

President Reagan named him Chairman of the FDIC two years later, making him the youngest FDIC board member and Chairman in history.

Bill Isaac also served as Chairman of the Federal Financial Institutions Examination Council (1983-85), as a member of the Depository Institutions Deregulation Committee (1981–85), and on the Vice President’s Task Group on Regulation of Financial Services (1984).

After completing his service as Chairman of the FDIC at the end of 1985, Bill Isaac founded The Secura Group, a leading consulting firm, which he sold in 2008.

He served as Chairman of the Board of Fifth Third Bancorp, one of the nation’s leading banks, and worked as Senior Managing Director at FTI Consulting from 2011 to 2019.

He then joined Howard Milstein in the financial services business.

Bill Isaac is a former board member at TSYS, a leading payment processing company that today is part of Global Payments.

He has served on the boards of Amex Bank, The Associates (a finance company formerly owned by Ford Motor Company), credit reporting company TransUnion, and staffing firm MPS Group (now owned by Adecco).

Isaac is involved extensively in thought leadership relating to the financial industry.

He is the author of ‘Senseless Panic:

How Washington Failed America’ with a foreword by legendary former Federal Reserve Chairman Paul Volcker.

Senseless Panic provides an inside account of the banking and S&L crises of the 1980s and compares that period to the financial crisis of 2008-2009.

Isaac’s articles are published in the Wall Street Journal, Washington Post, New York Times, American Banker, Forbes, Financial Times, Washington Times, and other leading publications.

He appears regularly on television and radio, testifies before Congress, and is a frequent speaker before audiences throughout the world.

‘Senseless Panic’ provides an inside account of the banking and savings and loans crises of the 1980s and compares that period to the financial crisis of 2008/2009.

Bill Isaac’s articles appear in the Wall Street Journal, the Washington Post, the New York Times, The Hill, American Banker, Forbes, the Financial Times, the Washington Times, and other leading publications.

He appears regularly on television and radio, testifies before Congress, and is a speaker before audiences throughout the world.

Isaac is a former senior partner at Arnold & Porter, which was a founding partner of The Secura Group.

He left the law firm in 1993 when Secura purchased Arnold & Porter’s interest in Secura.

Before his appointment to the FDIC, Bill Isaac served as vice president, general counsel and secretary of First Kentucky National Corporation and its subsidiaries, including First National Bank of Louisville and First Kentucky Trust Company.

He began his career with Foley & Lardner in Milwaukee where he practiced general corporate law specializing in banking law.

Isaac received a Distinguished Achievement Medal in 1995 from Miami University and a Distinguished Alumnus Award in 2013 from The Ohio State University.

He is a Life member of both the Board of Directors of the Miami University Foundation and the Board of Directors of The Ohio State University Foundation.

Bill co-founded in 2016, with his former classmate, the William Isaac & Michael Oxley Center for Business Leadership at Miami University.

Isaac began his career as an attorney with Foley & Lardner and was a senior partner with Arnold & Porter.

Before his appointment to the FDIC, Bill Isaac served as Vice President, General Counsel and Secretary of First Kentucky National Corporation and its subsidiaries, including First National Bank of Louisville and First Kentucky Trust Company.

He received a “Distinguished Achievement Medal” in 1995 from Miami University and a “Distinguished Alumnus Award” in 2013 from OSU.

He is a former member of the Board of Directors of the Miami University Foundation and is a Life Member of the Board of Directors of The Ohio State University Foundation.

He received a “Distinguished Achievement Medal” in 1995 from Miami University and a “Distinguished Alumnus Award” in 2013 from the Ohio State University (“OSU”).

He is a former member of the Board of Directors of the Miami University Foundation and is a Life Member of the Board of Directors of the OSU Foundation.

Isaac is involved with several charitable and not for profit organizations and in 2016, co-founded with his former classmate, the William Isaac & Michael Oxley Center for Business Leadership at Miami University.

Carl Camden – Director

Camden joined the Company as a director in March 2020.

He is the former President and Chief Executive Officer and a former director of global staffing giant Kelly Services® (NASDAQ:

KELYA, KELYB) (“Kelly”) and served in these roles from February 2006 to May 2017.

Camden is a recognized leader in the use of contingent on-demand labor, talent management, and the concept of how companies can adapt and succeed in the “gig economy”.

He is currently President of IPSE – The Association of Independent Professionals and the Self-Employed.

Camden serves on the Board of Trustees of The Conference Board and is Co-Chair of the Policy and Impact Committee for the Committee for Economic Development.

Previously, Mr.

Camden has served on the Board of Directors for a regional branch of the Federal Reserve Bank of Chicago, the Labor Advisory Council for the Federal Reserve Bank, the Advisory Committee on Employee Welfare and Pension Benefits (ERISA Advisory Council), the Board of Visitors of Duke University Fuqua School of Business, and the Board of Directors of TopBuild, a leading installer and distributor of insulation products in the U.S.

construction industry.

He is also a former member of the Board of Trustees for the University of Detroit Mercy, the Detroit Medical Center Board, and the Detroit Chamber Board.

Camden has served on the American Staffing Association’s Board of Directors and received awards from international workforce agencies for his significant contributions to improving the workforce development system.

He has been featured in Business Week, the New York Times, Bloomberg, CNBC, and numerous other media on topics ranging from labor force dynamics to healthcare reform.

Camden has a bachelor’s degree and a PhD.

Isaac earned a B.B.A.

from Miami University and a J.D.

Isaac’s extensive business experience spans over 40 years and includes expertise in financial services, consulting, contingent labor and mergers and acquisition.

He has served in the roles of lawyer, consultant, regulator and director to numerous organizations.

He brings a wealth of knowledge to the board and is an invaluable resource to GEE Group.

Jyrl James – Director

Jyrl James has served as a director of the Company since August 11, 2023.

James has significant business and legal experience.

She has been the general counsel and consultant to minority owned small businesses, such as Rae’s Playze Adult Daycare Center, Rightvarsity Technologies LLC, and Learning Right Technology LLC, since September 2012, where she has been overseeing and advising the businesses on matters of corporate governance, contracts, real estate, employment matters, internal policy development, participating in the ongoing strategic planning process as an integral member of the senior management team, advising on interactive computer technology and workforce development.

Also, she has advised an education services company regarding intellectual property, employment and labor relations, contract issues and intellectual property.

In addition, she has been a member of the board of directors of Rae’s Playze Adult Daycare Center.

James has been the President of Joslyse, LLC, a real estate investment company since June 2010, responsible for purchase, ownership, rental and sale of residential and commercial real estate and overseeing finance, operations, maintenance, administration, and improvement of commercial and residential properties.

From September 2009 to December 2013, Ms.

James served as general counsel and corporate secretary to an investment group at Queen City Venture Partners, LLC.

During her 30-year legal career Ms.

James served as strategic leader in legal and business roles.

She has been a key participant in company acquisitions and development of infrastructures for both legal and human resources functions.

James has been instrumental in successfully guiding companies through business expansions and business crisis, including a chemical explosion with multiple fatalities, an SEC investigation and labor strife.

During the course of her career, she led and developed professional staff and executives in North American countries and England.

Her governance experience includes presenting to boards on various legal and structural matters and ensuring that the preparation of committee and board documents were thorough and complete.

James was the first in-house attorney for Adecco Group North America (“Adecco”), the largest subsidiary of the Zurich based global human resources solutions and staffing services company, Adecco SA, from 1998 to 2005.

As Senior Vice President and General Counsel for North America, Ms.

James was a member of key management of the then 4.5-billion-dollar billion enterprise of Adecco SA, then the world’s largest staffing services solutions and talent development provider.

As part of the Adecco executive management team, Ms.

James was a critical participant in setting the direction of the company, providing legal advice, and managing a wide range of legal activities through a team of 30 in-house attorneys in 3 countries and numerous outside counsels.

She served as corporate secretary and held a government security clearance.

James served as vice president of human resources and general counsel at the Akron Beacon-Journal from 1994 to 1998.

Previous to that, she was an attorney specializing in employment/labor/benefits law at the Atlantic Richfield Company and at private law firms.

She also served as chairperson of the California Agricultural Labor Relations Board.

James has completed the University of Santa Clara Black Corporate Board Readiness program, a program that accelerates diversity in corporate governance by accompanying highly experienced, qualified Black leaders through a structured executive education program.

She holds a degree in business and labor relations from the Illinois Institute of Technology and a law degree from DePaul University Law School.

Matthew Gormly – Director

Gormly joined the Company as a director in March 2020.

He is a Founder and Managing Partner of Reynolds Gormly & Co., LLC (“Reynolds Gormly”), where he is responsible for origination and capital market opportunities and the firm’s general management.

Prior to Reynolds Gormly, Mr.

Gormly played a leadership role in the growth and evolution of Wicks Capital Partners (“Wicks”), as a Managing Partner for seventeen years before departing the firm in 2016.

At Wicks, Mr.

Gormly focused his energy on originating, acquiring, managing, growing, and divesting its portfolio of control buyout investments.

Gormly has extensive experience in all aspects of the investment process including developing investment theses, origination, acquisitions, strategic planning, and divestitures.

Additionally, Mr.

Gormly was responsible for originating new investments, arranging financing for transactions, and managing those investments through the sale processes.

Gormly has been on the board of directors of over 25 companies, spanning a 30-year period, and has been responsible for over $1.5 billion in financings for acquisitions, leveraged recapitalizations, and re-financings over the course of his career.

Gormly holds a B.A.

and an M.B.A.

Thomas Vetrano – Director

Matthew Gormly joined the Company in March 2020, as an independent director, bringing with him a wealth of experience and expertise.

Gormly is a Founder and the Managing Partner of Reynolds Gormly & Co., LLC ("Reynolds Gormly"), where he leads his organization on origination and capital market opportunities while overseeing the firm's overall management.

His vast experiences have helped him hone his ability to navigate complex financial landscapes during which he has led or played a significant role in the origination of over $1.5 billion in financings for acquisitions, leveraged recapitalizations, and re-financings throughout his esteemed career.

He has served on the boards of directors for over 25 companies, spanning an impressive 30-year period.

His board leadership has provided invaluable guidance and strategic insights to these companies, including GEE Group, contributing to their growth and success.

Gormly is an experienced, thoughtful executive leader and decision maker.

He vast business and finance experience includes commercial banking, investment banking, management of small and medium size business, and private equity partnerships.

His particular areas of expertise include business development and strategy, corporate finance, corporate governance, mergers, acquisitions, and divestitures, capital markets, policy formulation and execution, and strategic planning.

Prior to his involvement with Reynolds Gormly, Mr.

Gormly played a pivotal role in the growth and transformation of Wicks Capital Partners ("Wicks") during his seventeen-year tenure as a Managing Partner, before departing in 2016.

The Wicks Funds invested in information, education and media companies broadly defined.

Gormly was a managing partner and part owner of the management company.

He also was a member of the Firm’s General Partner Management and Investment Committees.

He and his partners managed all aspects of the management company and multiple funds and limited partner relationships and held board positions in all portfolio company investments.

During his time at Wicks, Mr.

Gormly demonstrated exceptional leadership focusing his efforts on a wide range of responsibilities, including originating, acquiring, managing, growing, and divesting the firm's portfolio of control buyout investments.

His extensive experience in every facet of the investment process, such as developing investment theses, origination, acquisitions, strategic planning, and divestitures, has been instrumental in his success.

He was at the forefront of originating new investments, facilitating financing for transactions, and effectively managing these investments through the sale processes.

And his contributions extend beyond his direct involvement with Reynolds Gormly and Wicks.

Educationally, Mr.

Gormly holds a Bachelor of Arts degree from Hampden-Sydney College, complemented by a Master of Business Administration degree from the Babcock School of Management at Wake Forest University.

Gormly’s academic credentials, combined with his extensive professional experience, form a solid foundation for his exceptional performance and continued contributions to GEE Group.

Thomas Vetrano – Director, Lead Independent Director

Vetrano joined the Company as a director in March 2020.

From 2004 through 2014, Mr.

Vetrano served as Principal, Chief Operating Officer, and Secretary of ENVIRON Holdings, Inc.

Under his executive leadership ENVIRON tripled revenues to over $300 million and grew from 300 employees in the US and UK to over 1,600 employees in 25 countries, with consistent top-quartile industry growth and profitability.

After leading the sale of ENVIRON to Ramboll in 2014, Mr.

Vetrano served as President and Managing Director of Ramboll Environment and Health (“REH”), one of the ten largest global environmental and health consultancies.

Vetrano was responsible for all REH global operations, including financial performance;

finance and accounting;

strategic planning;

risk management;

human resources;

information technology;

marketing and communications;

sustainability, equality, diversity, and inclusion;

and employee health, safety, and security.

Vetrano has over 35 years of international business experience assisting corporations, private equity, financial institutions, and their legal counsel in identifying and resolving complex environmental, health, safety, and sustainability (“EHSS”) issues.

He has directed EHSS due diligence in support of over 500 global transactions across a wide range of industries and sectors, served as Chairman or speaker at over 50 professional, technical and industry conferences and seminars, and authored/co-authored numerous publications on EHSS issues.

Vetrano served as a director for ENVIRON and REH from 2000 through 2019 and is currently also a director for several privately held companies and charitable organizations.

During his board tenures, Mr.

Vetrano has chaired or served on ethics, equity, executive compensation, finance, governance, and valuation committees.

Vetrano holds a bachelor’s degree and a master’s degree.

On July 5, 2023, the Nominating Committee elected Mr.

Vetrano as the Lead Independent Director of the Board.

He is an accomplished executive leader and business consultant who has over 40 years of international business experience in environmental, health, safety, and sustainability issues.

With a strong track record of success in various leadership positions, Mr.

Vetrano has made significant contributions to renowned organizations.

As President and Managing Director of Ramboll Environment and Health (REH) from 2014 to 2019, Mr.

Vetrano led the largest division of Copenhagen-based Ramboll Group.

REH is a $450 million environmental and health sciences consultancy, with a global presence of over 2,600 employees in 25 countries.

Under his guidance, the REH achieved exceptional financial performance and strategic growth, solidifying its position among the top ten global environmental consultancies.

Vetrano oversaw all REH business operations, including finance and accounting, IT, risk management, human resources, marketing, sustainability, and employee health and safety.

Prior to its acquisition by REH, Mr.

Vetrano participated in the management buyout of ENVIRON Holdings, Inc.

in 1998, and served as Chief Operating Officer and Secretary of ENVIRON from 2004 until 2014.

During his tenure, ENVIRON experienced remarkable expansion, growing from 300 employees in the US and UK to over 1,500 employees across 25 countries.

Vetrano's leadership, ENVIRON's revenues tripled to surpass $300 million, achieving consistent top-quartile industry growth and profitability.

Following the successful sale of ENVIRON to REH, Mr.

Vetrano directed post-merger integration and synergy realization efforts.

Vetrano's career also includes positions such as Managing Director and Vice President of Environmental Services at Kroll Associates, and Practice Leader and West Coast Regional Manager at Fred C.

Hart Associates / McLaren-HART.

Vetrano currently serves as a member of the Boards of Directors for GEE Group, Inframark LLC, Locus Fermentation Solutions, and Cumming Group.

He also serves as Chairman of the Board of Directors for The First Tee of the Virginia Blue Ridge, a charitable organization focused on youth development.

Vetrano previously served as a Director for Smarter Sorting, and as an Advisory Board member for Daybreak LLC.

Throughout his career, Mr.

Vetrano has demonstrated his commitment to ethical practices and corporate governance.

During his time as a Director for ENVIRON and REH and on other international statutory and corporate governance boards, he has served on various Board committees including Ethics, Equity, Executive Compensation, Finance, Governance, Risk, and Valuation Committees.

He currently serves as Chair of the Compensation Committee for GEE Group and Locus Fermentation Solutions, and Chair of the Risk Committee for Inframark LLC.

Vetrano has provided business consulting services to corporations, private equity firms, financial institutions, and legal counsel.

Vetrano is internationally recognized for his expertise in M&A due diligence, having directed environmental, health, safety, and sustainability due diligence for over 500 global transactions across diverse industries and sectors.

He has shared his knowledge as a chairman or speaker at numerous professional conferences and seminars and has authored and contributed to publications on due diligence, environmental auditing, and cost recovery litigation support.

Vetrano holds a B.S.

in Environmental Science from Rutgers University, graduating cum laude in 1982.

He pursued further education at the New Jersey Institute of Technology, where he earned an M.S.

in Environmental Engineering/Toxicology and received the prestigious EXXON Graduate Fellowship in 1984.

Randall Waterfield – Director

Randall Waterfield has served as a director of the Company since August 11, 2023.

Waterfield is Chairman of The Board & Chief Executive Officer of Waterfield Holdings.

Waterfield Holdings traces its roots back to 1928, when Richard H.

Waterfield founded Waterfield Mortgage Company and Waterfield Insurance Agency in Fort Wayne, Indiana.

After selling the largest private mortgage company in the US and largest Indiana based bank in 2006 and 2007 respectively, Waterfield Holdings has diversified into technology, real estate, asset management and merchant banking.

Waterfield Holdings today has over $2 billion in managed assets.

Waterfield was the 2017-2018 Chairman of Young Presidents’ Organization (YPO) International (www.ypo.org) an organization of over 34,000 CEOs from over 140 countries with combined revenue of over US $9 trillion.

He is currently a director of 26 Capital Acquisition Corp., (NASDAQ:

ADER), US Strategic Metals, Linden Lab, and WTI Holdings, and has served on various boards previously including SMTC Corporation, (formerly NASDAQ:

SMTX), a global manufacturing company, Red Oak Partners, RF Industries, Ltd.

RFIL), an interconnect and cable products manufacturing company and Asure Software.

Prior to joining Waterfield, Mr.

Waterfield was employed by Goldman Sachs Asset Management, where he was responsible for the small cap growth portfolios.

Through the Waterfield Foundation and J.

Randall Waterfield Foundation, Mr.

Waterfield supports a variety of environmental and Midwestern based causes.

Waterfield graduated from Harvard University in 1996;

he holds the Chartered Financial Analyst designation (CFA) and is a member of MENSA.

David Sandberg – Director

David Sandberg has served as a director of the Company since August 11, 2023.

Sandberg serves as the Managing Member, Founder, and Portfolio Manager of Red Oak Partners, LLC (“Red Oak Partners”), an investment advisory firm with a focus on value investing, since 2003.

Prior to founding Red Oak Partners, he co-managed J.H.

Whitney & Co’s Green River fund, a private equity firm, from 1998 to 2002.

Sandberg currently serves as Chairman of the Board of CBA Florida, Inc.

(formerly OTC:

CBAI), a healthcare service company, since April 2015.

Sandberg also currently serves on the board of directors of W.O.

Partners, LLC, a privately-held parent company that owns and operates construction and poultry staffing companies, since February 2020 and WTI Holdings, LLC, a privately-held holding company involving technology businesses, since 2017.

He previously served on the board of directors of Asure Software, Inc.

ASUR), a software services company, including as Chairman of the Board, from June 2009 to August 2020, SMTC Corporation (formerly NASDAQ:

SMTX), a global manufacturing company, from April 2009 to April 2021, Issuer Direct Corporation (NASDAQ:

ISDR), a communications company, from August 2013 to August 2016, Kensington Vanguard, a private title insurance company, including as its Chairman, from August 2012 to August 2016, Planar Systems Inc.

(formerly NASDAQ:

PLNR), an electronics manufacturing company from March 2012 to February 2015, RF Industries, Ltd.

RFIL), an interconnect and cable products manufacturing company, from September 2011 to March 2013, and EDCI Inc.

(formerly NASDAQ:

EDCI), a holding company, from June 2009 to December 2012.

Sandberg has experience serving as a member of and as Chairman of each of the audit, compensation, nominating and governance, and strategic committees for public companies.

Sandberg graduated from Carnegie Mellon University with a B.S.

in Industrial Management and a B.A.

in Economics.

Section 16(a) Beneficial Ownership Reporting Compliance

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Such entities are also required by SEC regulations to furnish the Company with copies of all such Section 16(a) reports.

To our knowledge, based solely on a review of the copies of such reports furnished to us regarding the filing of required reports, we believe that all Section 16(a) reports applicable to our directors, executive officers, and greater-than-ten-percent beneficial owners with respect to fiscal 2022 were filed.

Board of Directors Leadership Structure and Role in Risk Oversight

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The Board believes that a board of directors combined with independent board members and management is in the best interest of shareholders because it promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.

The Board of Directors does not have a lead independent director.

The Board of Directors provides overall risk oversight for the Company as part of its normal, ongoing responsibilities.

Effective July 5, 2023, and upon the recommendation of the Nominating Committee, the Board elected Thomas Vetrano as Lead Independent Director of the Board.

The Lead Independent Director’s responsibilities include but not limited to, serving as a liaison between the independent directors and the Chairman and Chief Executive Officer, calling for meetings of the independent directors, presiding at all meetings of the independent directors and any Board meeting when the Chairman and Chief Executive Officer is not present, including executive sessions of the independent directors, providing feedback from executive session of the independent directors to the Chairman and Chief Executive Officer and other senior management, responding directly to shareholder and stakeholder questions, as appropriate, leading the Board’s evaluation of the Chairman and Chief Executive Officer and succession planning, and serving a key role in Board’s annual self-assessment.

The Board believes the appointment of Mr.

Vetrano as Lead Independent Director will further enhance its means to accomplish its oversight responsibilities, and also is in keeping with its desire to follow best practices in governance.

The Board provides overall risk oversight for the Company as part of its normal, ongoing responsibilities.

It receives reports from Mr.

Thorpe, and other members of senior management on a periodic basis on areas of risk facing the Company.

In addition, Board of Directors committees oversee specific elements of risk or potential risk.

In addition, committees of the Board oversee specific elements of risk or potential risk.

Director Independence

The Board of Directors has determined that each director, other than Mr.

Dewan, is an independent director under the listing standards of the NYSE American.

In addition, the Board of Directors has determined that each current member of the Audit Committee meets the additional independence criteria required for audit committee membership under the listing standards of the NYSE American and Rule 10A-3 of the Exchange Act and possesses the experience and expertise required to be considered a “financial expert” as defined under the Sarbanes-Oxley Act.

The Board has determined, with the assistance of the Nominating and Corporate Governance Committees, that each of its current directors, other than Mr.

Dewan, is an “independent director” under the NYSE American Listed Company Manual.

The Board has affirmatively determined that William Isaac, Darla Moore, Jyrl James, Matthew Gormly, Thomas Vetrano, Peter Tanous, J.

Randall Waterfield and David Sandberg satisfy the independence standards under the NYSE American Listed Company Manual.

Thomas Vetrano serves as the Company’s Lead Independent Director.

The Board has determined that each current member of the Audit Committee meets the additional independence criteria required for audit committee membership under the listing standards of the NYSE American and Rule 10A-3 of the Exchange Act and possesses the experience and expertise required to be considered a “financial expert” as defined under the Sarbanes-Oxley Act.

In addition to the independence standards provided in the NYSE American Listed Company Manual, the Board has determined that each director who serves on our Audit Committee satisfies standards established by the SEC providing that, in order to qualify as “independent” for the purposes of membership on that committee, members of audit committees may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation or (ii) be an affiliated person of the Company or any of its subsidiaries.

The Board has also determined that each member of the Compensation Committee satisfies the NYSE American standards for independence of Compensation Committee members.

Board of Directors and Committee Meetings

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It also holds special meetings when an important matter requires Board of Directors action or attention between scheduled meetings.

The Board of Directors held six meetings during fiscal 2022.

The Board of Directors held twelve (12) meetings and executed seven (7) unanimous consents during fiscal 2023.

No director of the Company attended less than 75% of the total meetings of the Board of Directors and Committees on which such Board of Directors members served during this period.

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The functions of the Nominating Committee are to assist the Board of Directors in identifying, interviewing and recommending to the Board of Directors qualified candidates to fill positions on the Board of Directors.

The Nominating Committee held one meeting during fiscal 2022.

The Nominating Committee held three (3) meetings and executed one (1) unanimous consent during fiscal 2023.

In evaluating candidates to serve on the Company’s Board of Directors, consideration is given to the level of experience, financial literacy and business acumen of the candidate.

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Shareholders may contact the Nominating Committee to make such recommendations by writing in care of the Secretary of the Company, at 7751 Belfort Road, Suite 150, Jacksonville, FL 32256.

Submissions must be in accordance with the Company’s amended and restated By-Laws and include:

Submissions must be in accordance with the Company’s By-Laws and include:

(a) a statement that the writer is a shareholder and is proposing a candidate for consideration by the Nominating Committee;

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and (f) the written consent of the candidate that the candidate is willing to serve as a director if nominated and elected.

The Nominating Committee is presently composed of three non-employee, independent directors:

Darla Moore (Chairwoman), William Isaac and Peter Tanous.

The Nominating Committee is presently comprised of five non-employee, independent directors:

Darla Moore (Chairwoman), William Isaac, Peter Tanous, Jyrl James and Thomas Vetrano.

James and Mr.

Vetrano were appointed to the Nominating Committee on August 11, 2023.

The Board of Directors has adopted a written charter for the Nominating Committee.

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Audit Committee

The Audit Committee is primarily concerned with the effectiveness of the Company’s accounting policies and practices, its financial reporting, and its internal accounting controls.

The Audit Committee is primarily concerned with the effectiveness of the Company’s accounting policies and practices, its financial reporting, and its internal controls over financial reporting.

In addition, the Audit Committee reviews and approves the scope of the annual audit of the Company’s books, reviews the findings and recommendations of the Company’s independent registered public accounting firm at the completion of their audit, and approves annual audit fees and the selection of an auditing firm.

The Audit Committee met seven times and executed one unanimous consent during fiscal 2022.

The Audit Committee is presently composed of four non-employee, independent directors:

Peter Tanous (Chairman), Darla Moore, William Isaac, and Matthew Gormly.

The Board of Directors has determined that Mr.

Isaac, and Mr.

Gormly each are considered an “audit committee financial expert” as defined by rules of the SEC.

The Board of Directors has determined that each audit committee financial expert meets the additional independence criteria required under the listing standards of the NYSE American and Rule 10A-3 of the Exchange Act.

The Audit Committee held five (5) meetings and executed one (1) unanimous consent during fiscal 2023.

The Audit Committee is presently composed of five non-employee, independent directors:

Peter Tanous (Chairman), Darla Moore, William Isaac, Matthew Gormly and J.

Randall Waterfield.

Waterfield was appointed to the Audit Committee on August 11, 2023.

The Board has determined that Mr.

Gormly and Mr.

Waterfield each are considered an “audit committee financial expert” as defined by rules of the SEC.

The Board has determined that each audit committee financial expert meets the additional independence criteria required under the listing standards of the NYSE American and Rule 10A-3 of the Exchange Act.

The Board of Directors has adopted a written charter for the Audit Committee.

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It meets as often as necessary to carry out its responsibilities.

The Compensation Committee met four times and executed two unanimous consents during fiscal 2022.

The Compensation Committee held two (2) meetings and executed two (2) unanimous consents during fiscal 2023.

The Compensation Committee meets at least annually to consider the compensation of the Company’s executive officers, including the establishment of base salaries and performance targets for the succeeding year, and the consideration of restricted common stock and stock option awards.

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Upon completion of its study, the independent consulting firm presented its findings and recommendations to the Company and its Compensation Committee.

With the benefit of the findings, recommendations and other inputs provided by the independent consultants, the Company drafted a formal Annual Incentive Compensation Program, which was reviewed and approved by the Compensation Committee and the Company’s board of directors.

The Compensation Committee also has the responsibility to make recommendations to the Board of Directors regarding the compensation of directors.

The Board of Directors has assessed the risks that could arise from our employee compensation policies and does not believe that such policies are reasonably likely to have a materially adverse effect on the Company.

The Compensation Committee is presently composed of three non-employee, independent directors:

Thomas Vetrano (Chairman), Peter Tanous, and Darla Moore.

The Compensation Committee also has the responsibility to make recommendations to the Board regarding the compensation of directors.

The Board has assessed the risks that could arise from our employee compensation policies and does not believe that such policies are reasonably likely to have a materially adverse effect on the Company.

The Compensation Committee is presently comprised of five non-employee, independent directors:

Thomas Vetrano (Chairman), Peter Tanous, Darla Moore, Matthew Gormly and Jyrl James.

Gormly and Ms.

James were appointed to the Compensation Committee on August 11, 2023.

The Board of Directors has adopted a written charter for the Compensation Committee.

The Compensation Committee Charter is available on the Company’s website.

A copy the Compensation Committee Charter was attached as an appendix to the proxy statement prepared in connection with the January 28, 2010, Annual Meeting of Shareholders.

A copy of the Compensation Committee Charter was attached as an appendix to the proxy statement prepared in connection with the January 28, 2010 Annual Meeting of Shareholders.

Mergers and Acquisition Committee

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The Mergers and Acquisition Committee has the authority to retain compensation consultants but has not done so to date.

The Mergers and Acquisition Committee did not meet during fiscal 2022.

The Mergers and Acquisition Committee is presently composed of one employee and one non-employee, independent director:

Dewan (Chairman) and William Isaac.

The Mergers and Acquisition Committee held one (1) meeting during fiscal 2023.

The Mergers and Acquisitions Committee is presently comprised of five non-employee, independent directors:

William Isaac (Chairman), Darla Moore, Matthew Gormly, J.

Randall Waterfield and David Sandberg.

Waterfield and Mr.

Sandberg were appointed to the Mergers and Acquisitions Committee on August 11, 2023.

Derek Dewan, Board Chairman and CEO, has observer rights with regards to the Mergers and Acquisitions Committee.

Corporate Governance Committee

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The Corporate Governance Committee is responsible for developing director qualifications and an annual evaluation process for the Board, its committees, and individual directors and for overseeing the execution of such annual evaluations, including the Committee’s own evaluation.

The Corporate Governance Committee is tasked with the responsibility to review the outside activities of Senior Executives and, if warranted, report and/or make recommendations concerning such activities to the Board of Directors.

The Corporate Governance Committee also regularly reviews the Company’s and subsidiaries’ Certificates of Incorporation, Bylaws and Policies, Committee Charters and other Company documents and recommend revisions to be acted upon by the Board of Directors.

The Corporate Governance Committee also coordinates with Human Resources to review any reports of discrimination or sexual harassment and recommend any actions deemed appropriate, review whistleblower reports and recommend any actions deemed appropriate.

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The Committee reviews on a periodic basis and makes recommendations, accordingly, regarding continuing education programs for directors and an orientation program for new directors.

Finally, the Corporate Governance Committee obtains annual independence and conflict of interest statements from all directors and senior management members and reviews and makes recommendations to the Board regarding questions of potential conflicts of interest and with regard to any transactions among the Company and related parties as defined in Item 404 of Regulation S-K.

The Committee is required to be comprised of three or more directors as determined by the Board, each of whom the Board has determined meets the independence requirements of the Company’s Standards for Director Independence, the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (the “SEC”).

Finally, the Corporate Governance Committee periodically reviews and considers independence and potential conflicts of interest with regard to all directors and senior management members and makes recommendations to the Board regarding questions of potential conflicts of interest, if any, and with regard to any transactions among the Company and related parties as defined in Item 404 of Regulation S-K.

The members of the Committee are appointed by the Board and serve until their successors are duly appointed or until their retirement, resignation, death or removal by the Board.

As of September 30, 2022, the Committee had one vacancy.

The Corporate Governance Committee is presently composed of two non-employee, independent directors:

William Isaac (Chairman) and Peter Tanous.

The Corporate Governance Committee met once during fiscal 2022.

The Governance Committee held one (1) meeting during fiscal 2023.

The Corporate Governance Committee is presently composed of five non-employee, independent directors:

William Isaac (Chairman), Peter Tanous, Darla Moore, Jyrl James and David Sandberg.

James and Mr.

Sandberg were appointed to the Corporate Governance Committee on August 11, 2023.

The Corporate Governance Committee met once and executed one unanimous consent during fiscal 2023.

Agreements with Respect to Director Nominations

Agreement with Red Oak

On August 9, 2023, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Red Oak Partners, LLC (collectively with its affiliates, “Red Oak”).

Pursuant to the Cooperation Agreement, the Company agreed to increase the size of its Board by two seats and to appoint each of David Sandberg and J.

Randall Waterfield to the Board as a Class I director and Class II director, respectively.

On August 11, 2023, the Company increased the size of its Board from seven to nine members and appointed David Sandberg and J.

Randall Waterfield to the Board as a Class I director and a Class II director, respectively, to fill the vacancies created by an increase in the size of the Board.

The Company further agreed to nominate Mr.

Sandberg for election to the Board at the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”), and to nominate Mr.

Waterfield for election to the Board at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”).

In addition, the Board appointed Messrs.

Sandberg and Waterfield to the Mergers and Acquisitions Committee of the Board, Mr.

Sandberg to the Corporate Governance Committee of the Board and Mr.

Waterfield to the Audit Committee of the Board.

Subject to the terms and conditions of the Cooperation Agreement, Mr.

Sandberg has agreed to submit a conditional resignation from the Board promptly following his engagement, directly or through his affiliates, in activities that violate the Company’s Code of Ethics, or the Company’s receipt of notice that Red Oak’s beneficial ownership has failed to equal or exceed two-thirds of the outstanding shares of Common Stock, beneficially owned as of the date of the Cooperation Agreement, and Mr.

Waterfield has agreed to submit a conditional resignation promptly following certain conditions, as provided in the Waterfield Agreement (as defined below).

Pursuant to the Cooperation Agreement, Red Oak agreed to irrevocably withdraw its notice of intent to nominate candidates for election to the Board and to present certain business proposals at the 2023 Annual Meeting and to cease all solicitations and related activities in connection with the 2023 Annual Meeting.

In addition, the Nominating Committee of the Board previously elected Thomas Vetrano as the Lead Independent Director of the Board, and the Company agreed to maintain the Lead Independent Director position during the term of the Cooperation Agreement.

Furthermore, pursuant to the terms of the Cooperation Agreement, the Board agreed to engage an investment bank or consulting firm to assist in evaluating strategic opportunities to maximize shareholder value.

During the term of the Cooperation Agreement, Red Oak agreed to vote all shares of Common Stock beneficially owned by it at all meetings of the Company’s shareholders in accordance with the Board’s recommendations, except that Red Oak may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and, other than with respect to director election, removal or replacement proposals, in accordance with the recommendations of Institutional Shareholder Services Inc.

or Glass, Lewis & Co., LLC if either of them recommends differently from the Board.

Pursuant to the Cooperation Agreement, Red Oak also agreed to certain customary standstill provisions prohibiting it from, among other things, (a) soliciting proxies;

(b) advising or knowingly encouraging any person with respect to the disposition of any securities of the Company, subject to limited exceptions;

and (d) taking actions to change or influence the Board, management or the direction of certain Company matters.

Until the termination of the Cooperation Agreement, the Company and Red Oak also agreed not to disparage each other.

The Cooperation Agreement will terminate on the date that is 40 days prior to the opening of the window for submission of shareholder nominations for the Company’s 2025 annual meeting of shareholders.

Each of the Company and Red Oak has the right to terminate the Cooperation Agreement earlier if the other party commits a material breach of the Cooperation Agreement and such breach is not cured within 15 days after notice or, if such breach is not curable within 15 days, the breaching party has not taken any substantive action to cure within such 15-day period.

Agreement with J.

Randall Waterfield

On August 3, 2023, the Company entered into a letter agreement (the “Waterfield Agreement”) with J.

Randall Waterfield.

Pursuant to the Waterfield Agreement, Mr.

Waterfield consented to being named by the Company as a nominee for election to the Company’s Board and to serve as a director, if elected, in connection with any annual meeting of shareholders during the term of the Waterfield Agreement.

Waterfield has also agreed to submit a conditional resignation promptly following his engagement in any activities that violate the Company’s Code of Ethics or the Company’s receipt of notice that Red Oak’s beneficial ownership has failed to equal or exceed one-half of the shares of Company’s Common Stock, beneficially owned as of August 9, 2023, the date of the Cooperation Agreement.

Until the date that is 30 days prior to the opening of the window for submission of shareholder nominations for the Company’s 2025 annual meeting of shareholders (the “Termination Date”), Mr.

Waterfield has agreed to vote all Common Stock beneficially owned by him at all meetings of the Company’s shareholders in accordance with the Board’s recommendation.

The Waterfield Agreement also prevents Mr.

Waterfield, until the Termination Date, from, among other things, (a) nominating a person for election at any shareholder meeting at which directors are to be elected;

(b) soliciting proxies;

(d) publicly proposing any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board;

and (e) entering into any discussions or agreements with respect to any of the foregoing actions, or assisting or encouraging anyone to take any such action.

Until the Termination Date, the Company and Mr.

Waterfield have also agreed not to disparage each other.

Family Relationships

There are no family relationships among our executive officers, directors and significant employees.

Shareholder Communications

The Board of Directors has established a procedure by which shareholders of the Company can communicate with the Board of Directors.

Shareholders interested in communicating with the Board of Directors as a group or with individual directors may do so, in writing.

The Board has established a procedure by which shareholders of the Company can communicate with the Board.

Shareholders interested in communicating with the Board as a group or with individual directors may do so, in writing.

Correspondence to the directors should be sent by regular mail c/o the Secretary, GEE Group Inc., 7751 Belfort Road, Suite 150, Jacksonville, Florida 32256.

Any such correspondence will be reviewed by the Secretary, who will then forward it to the appropriate parties.

Communications that are solicitations or deemed to be irrelevant to the Board of Directors’ responsibilities may be discarded, at the discretion of the Secretary.

Communications that are solicitations or deemed to be irrelevant to the Board’s responsibilities may be discarded, at the discretion of the Secretary.

Corporate Code of Ethics

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The Code of Ethics is designed to deter wrongdoing, to promote the honest and ethical conduct of all employees and to promote compliance with applicable governmental laws, rules, and regulations.

We intend to satisfy the disclosure requirements under applicable SEC rules relating to amendments to the Code of Ethics or waivers from any provision thereof applicable to our Chief Executive Officer, our Principal Financial and Accounting officer by posting such information on our website pursuant to SEC rules.

We intend to satisfy the disclosure requirements under applicable SEC rules relating to amendments to the Code of Ethics or waivers from any provision thereof applicable to our Chief Executive Officer and our Principal Financial and Accounting officer by posting such information on our website pursuant to SEC rules.

There were no such amendments of or waivers to any of the Company’s policies and procedures outlined under its Code of Ethics during fiscal 2023.

Our Code of Ethics was attached as an exhibit to our Form 10-K filed with the SEC on March 29, 2013.

The Code of Ethics is available on the Company’s website.

In addition, you may obtain a printed copy of the Code of Ethics, without charge, by sending a request to:

GEE Group Inc., 7751 Belfort Road, Suite 150, Jacksonville, FL 32256, Attn.:

GEE Group Inc., 7751 Belfort Road, Suite 150, Jacksonville, Florida 32256, Attn.:

Executive Compensation.

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Summary Compensation Information

The following table summarizes total compensation to named executive officers including principal executive officer, principal financial and accounting officer, and principal operating officer.

The following table summarizes total compensation to named executive officers including the principal executive officer, principal financial and accounting officer, and principal operating officer.

Throughout this section, the term “named executive officers” is intended to refer to the individuals listed in “Summary Compensation Table.”

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Name and Principal Position

Stock Awards ($)

Option Awards

Non-Equity Incentive Plan Compensation ($)

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The Dewan Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.

On June 15, 2021, 600,000 restricted shares of common stock previously granted to Mr.

Dewan became fully vested.

On August 13, 2021, the Company granted 250,000 restricted shares of common stock to Mr.

On December 2, 2022, the Company granted 221,518 restricted shares of common stock to Mr.

Dewan under the AICP based on fiscal 2022 performance and an additional 16,835 shares were granted based on fiscal 2023 targets, as adjusted based on actual performance.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

On April 27, 2023, the Company entered into a new employment agreement with Mr.

Dewan for his continued employment (the “New Dewan Employment Agreement”).

The New Dewan Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.

Dewan of termination.

The New Dewan Employment Agreement provides for a base salary at the rate of $518,000 per year, which can be increased, but not decreased, by the Compensation Committee.

The New Dewan Employment Agreement provides that Mr.

Dewan is entitled to receive an annual cash bonus based on criteria to be agreed to by Mr.

Dewan and the Compensation Committee and is eligible to participate in Company equity-based incentive compensation and benefit plans and to receive certain other perquisites.

The New Dewan Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.

Alex Stuckey, Chief Operating Officer :

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The Stuckey Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.

On August 13, 2021, the Company granted 183,333 restricted shares of common stock to Mr.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

On August 21, 2022, 100,000 restricted shares of common stock previously granted to Mr.

Stuckey became fully vested.

On December 2, 2022, the Company granted 158,227 restricted shares of common stock to Mr.

Stuckey under the AICP based on fiscal 2022 performance and an additional 12,025 shares were granted based on fiscal 2023 targets, as adjusted based on actual performance.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

On April 27, 2023, the Company entered into a new employment agreement with Mr.

Stuckey with respect to Mr.

Stuckey’s continuing service (the “New Stuckey Employment Agreement”).

The New Stuckey Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.

Stuckey of termination.

The New Stuckey Employment Agreement provides for a starting base salary at the rate of $331,000 per year which can be increased, but not decreased, by the Compensation Committee.

The New Stuckey Employment Agreement provides that Mr.

Stuckey is entitled to receive an annual cash bonus based on criteria to be agreed to by Mr.

Stuckey and the Compensation Committee and is eligible to participate in Company equity-based incentive compensation and benefit plans and to receive certain other perquisites.

The New Stuckey Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.

Kim Thorpe, Senior Vice President and Chief Financial Officer :

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The Thorpe Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.

On August 13, 2021, the Company granted 208,333 restricted shares of common stock to Mr.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

On August 21, 2022, 100,000 restricted shares of common stock previously granted to Mr.

Thorpe became fully vested.

On August 12, 2023, 300,000 restricted shares of common stock previously granted to Mr.

Thorpe became fully vested.

On December 2, 2022, the Company granted 170,886 restricted shares of common stock to Mr.

Thorpe under the AICP based on fiscal 2022 performance and an additional 12,987 shares were granted based on fiscal 2023 targets, as adjusted based on actual performance.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

On April 27, 2023, the Company entered into a new employment agreement with Mr.

Thorpe with respect to Mr.

Thorpe’s continuing service (the “New Thorpe Employment Agreement”).

The New Thorpe Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.

Thorpe of termination.

The New Thorpe Employment Agreement provides for a base salary at the rate of $331,000 per year which can be increased, but not decreased, by the Compensation Committee.

The New Thorpe Employment Agreement provides that Mr.

Thorpe is entitled to receive an annual cash bonus based on criteria to be agreed to by Mr.

Thorpe and the Compensation Committee and is eligible to participate in Company equity-based incentive compensation and benefit plans and to receive certain other perquisites.

The New Thorpe Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.

On April 27, 2023, the Company entered into Indemnification Agreements with certain of its officers and members of the Board to provide for indemnification of each individual in their respective capacities as officers and members of the Board of the Company to the fullest extent permitted under the Company’s Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, and the Illinois Business Corporation Act.

Annual Incentive Compensation Program Adopted in Fiscal 2022

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The option awards column represents the fair value of the stock options as measured on the grant date.

The methods and assumptions used to determine the fair value of stock options granted are disclosed in Note 11 in the notes to consolidated financial statements contained elsewhere herein.

All stock options awarded to the named executive officers or others during fiscal 2022 were at option prices that were equal to the market price on the date of grant, had vesting dates five years or less after the date of grant, and had expiration dates ten years after the date of grant.

No stock options were awarded to the named executive officers during fiscal 2023.

If and when stock options are granted, the Company’s policy is that option prices must be set that are equal to the market price on the date of grant, that they have vesting dates five years or less after the date of grant, and that they have expiration dates ten years after the date of grant.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes equity awards granted to named executive officers and directors that were outstanding as of September 30, 2023:

Option Awards

Number of Securities Underlying Unexercised Options:

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# of Shares or Units of Stock That Have Not Vested #

Market Value of Shares or Units of Stock That Have Not Vested $

Market Value of Shares or Units of Stock That Have Not

Derek Dewan, Chief Executive Officer

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The Company has a 401(k)-retirement plan in which all full-time employees may participate after one year of service.

Pay Versus Performance

The following pay versus performance disclosure is new this year, as required by rules recently adopted by the SEC in the fall of 2022.

The disclosure required for smaller reporting companies consists of a Pay Versus Performance table and reconciliation of the information reported in the table.

The SEC believes this disclosure will help shareholders better evaluate the link between executive pay and performance, both for the Company on a stand-alone basis and as compared to other publicly traded companies.

The Pay Versus Performance table is highly regulated and requires pay disclosure that is significantly different than what we have customarily provided in the Summary Compensation Table and the other executive compensation tables in prior years.

The table currently provides SEC mandated compensation data for fiscal years 2022 and 2023 for our Named Executive Officers (“NEOs”), including our principal Executive Officer (“PEO”), along with certain financial performance measures.

In reviewing the table, our shareholders should note the following:

The amounts in columns (b) and (d) of the table are taken from or derived directly from the total compensation paid to the relevant NEOs as reported in this year’s or prior years’ Summary Compensation Tables;

The “compensation actually paid” in columns (c) and (e) represents a new type of compensation disclosure mandated by the SEC, the intent of which is to try and isolate the amount of compensation earned by the relevant NEO(s) in each year.

To calculate “compensation actually paid,” we are required to start with the totals for that year as reported in the Summary Compensation Table, deduct the Summary Compensation Table values for stock and option awards, and then add back amounts for new and previously outstanding stock and option awards in a manner mandated by the SEC.

The disclosure and calculations are complex and can be confusing, and the amounts determined in accordance with the rules often bear no relation to the money or the economic value received or monetized by a particular NEO in the given year.

We therefore caution that the term “compensation actually paid” should not be read literally and does not actually reflect the “take home” amounts received by our NEOs in a given year; and

The SEC rules require that we include in the Pay Versus Performance table information regarding our U.S.

GAAP net income results.

GAAP net income was not a performance metric in any of our compensation programs and did not affect the compensation awarded to our NEOs for the years covered by the Pay Versus Performance Table.

We are nonetheless required to include such information in the table and we urge our investors to keep in mind that U.S.

GAAP net income did not drive the amount of pay awarded to or realized by our NEOs.

Pay Versus Performance Table

Summary Compensation Table Total for PEO

Compensation Actually Paid to PEO (1)

Average Summary Compensation Table Total for Non -PEO NEOs

Average Compensation Actually paid to Non-PEO NEOs (1)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return (2)

Net Income available to Maiden Common Shareholder (in thousands)

Chief Executive Officer

Chief Operating Officer

Senior Vice President and Chief Financial Officer

To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year.

A reconciliation of the adjustments for Messrs.

Dewan, Stuckey and Thorpe is set forth in the table immediately following these footnotes.

Pursuant to rules of the SEC, the illustration assumes $100 was invested on September 30, 2021 in our Common Stock.

Historic common share price performance is not necessarily indicative of future common share price performance.

To calculate the amounts reported in the “Compensation Actually Paid” columns in the table above, the following amounts were deducted from and added to (as applicable) our NEOs total compensation as reported in the Summary Compensation Table (“SCT”) for our named executive officers as of September 30, 2023:

SCT Share Awards

Fair Value of Restricted Shares Units ("RSU") Granted in the Covered Year

Change in Fair Value of Unvested RSUs from Covered Years

Fair Value of RSU Granted and Vested in the Covered Year

Change in Fair Value of RSUs from Prior Years that Vested in the Covered Year

Change in Fair Value of Unvested RSUs from the Prior Years

Compensation Actually Paid

Chief Executive Officer

Chief Operating Officer

Senior Vice President and Chief Financial Officer

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

Represents the grant date fair value of the share awards during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

On December 2, 2022, the Company granted 238,353 restricted shares of common stock to Mr.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the initial date of grant (December 2, 2025).

On December 2, 2022, the Company granted 170,252 restricted shares of common stock to Mr.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the initial date of grant (December 2, 2025).

On December 2, 2022, the Company granted 183,873 restricted shares of common stock to Mr.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the initial date of grant (December 2, 2025).

No stock options were granted to the named PEO or NEOs in fiscal 2023 or 2022.

Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested RSUs granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.

Represents the change in fair value during the indicated fiscal year of each RSU that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

Represents the fair value at vesting of the RSUs that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

No RSUs were granted and vested to the PEO or NEOs during fiscal 2023 or 2022.

Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each RSU that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

On August 12, 2023, 300,000 restricted shares of common stock previously granted to Mr.

Thorpe became fully vested.

On August 21, 2022, 100,000 restricted shares of common stock previously granted to Mr.

Thorpe became fully vested.

On August 21, 2022, 100,000 restricted shares of common stock previously granted to Mr.

Stuckey became fully vested.

Represents the average amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of equity awards granted in prior years that were unvested as of year-end of the applicable year.

DIRECTOR COMPENSATION

Compensation of Directors

As of July 2020, members of the Board of Directors are paid cash compensation each quarter in the amount of $5,000 for their attendance/participation.

Also, non-executive Committee Chairpersons receive an additional $1,000 per quarter for their committee meeting.

Beginning October 1, 2022, non-executive members of the Board of Directors are paid cash compensation each quarter in the amount of $12,500 for their attendance/participation.

Also, non-executive Committee Chairpersons receive an additional $1,875 per quarter for their services as committee chairs.

In addition, non-executive members of the Board of Directors are to be granted 50,000 non-qualified stock options each annually, which shall be considered fully vested at the time of grant and have their respective strike prices set at the closing price of the Company’s common shares as reported by the NYSE American on the date of grant.

Employees serving as directors of the Company did not receive any additional compensation for service on the Board of Directors.

The following table sets forth information concerning the compensation paid to each of the non-employee directors during fiscal 2023:

Fees Earned or Paid in Cash ($)

Stock Option Awards ($)

Fees Earned or

Paid in Cash ($)

Restricted Stock Awards ($)

William Isaac

Carl Camden (1)

Jyrl James (2)

Matthew Gormly

Thomas Vetrano

Beginning October 1, 2022, non-executive members of the Board of Directors are paid cash compensation each quarter in the amount of $12,500 for their attendance/participation.

Also, non-executive Committee Chairpersons receive an additional $1,875 per quarter for their services as committee chairs.

Randall Waterfield (2)

David Sandberg (2)

Camden served as a member of the Board from March 30, 2020, until his resignation on August 11, 2023.

Waterfield and Mr.

Sandberg have served as members of the Board since August 11, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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The following table sets forth information concerning the beneficial ownership of our voting securities as of December 15, 2023 by (i) each person who is known by us, based solely on a review of public filings, to be the beneficial owner of more than 5% of any class of our outstanding voting securities, (ii) each director, (iii) each executive officer named in the Summary Compensation Table and (iv) all executive officers and directors as a group.

Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities.

A beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable or convertible within 60 days, have been exercised or converted.

A beneficial owner’s percentage ownership is determined by assuming that options, warrants, restricted stock and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable, issuable or convertible within 60 days, have been exercised, issued or converted.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all voting securities shown as being owned by them.

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Name and Address of Beneficial Owner, Directors and Executive Officers

Amount and Nature of

Beneficial Ownership

Percent of Class (1)

Amount and Nature of Beneficial Ownership

William Isaac

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Thomas Vetrano

Randall Waterfield

David Sandberg

Current directors and executive officers as a group (11 individuals)

5% or Greater Holders:

Red Oak Partners, LLC

Raffle Associates, L.P.

Goldenwise Capital Group Ltd.

*Represents less than 1%.

Based on 114,450,455 Common Stock issued and outstanding as of December 19, 2022.

Represents (i) 2,052,381 shares of common stock, 218,650 of which are part of the Derek E.

Based on 109,092,402 Common Stock shares outstanding as of December 15, 2023.

Dewan’s beneficial ownership represents (i) 2,052,381 shares of common stock, 218,650 of which are part of the Derek E.

Dewan Living Trust II dated the 27th of July 2010, of which Ms.

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Dewan has the sole voting and dispositive power over these shares of common stock.

Also includes (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

Does not include 250,000 shares of restricted common stock that cliff vest on August 12, 2024.

Also does not include 537,182 shares of restricted stock that were granted on December 2, 2022 comprised of;

221,518 shares that vest on an annual pro-rata basis on each the subsequent three (3) anniversary dates of the grant, and 315,664 shares that also vest over this same period, but for which the annual amounts that would otherwise vest are also subject to the achievement of performance based measures.

Includes (i) 416,420 common shares owned by the Darla Moore Trust (ii) 112,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days.

Represents (i) 247,320 shares of Common Stock and, (ii) 262,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days.

Represents (i) 243,987 shares of Common Stock and (ii) 265,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days.

Represents (i) 1,627,988 shares of common stock, and (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

Dewan’s beneficial ownership also includes (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

It does not include 250,000 shares of restricted common stock that cliff vest on August 12, 2024, and 238,353 shares of restricted stock that were granted on December 2, 2022 comprised of;

221,518 shares that vest on the third anniversary date of the date of grant, and 16,835 shares that also vest on the third anniversary of the date of grant, but for which the final amounts granted were subject to the achievement of performance based measures.

Also does not include 105,221 shares of restricted stock granted December 1, 2023 that vest on the second anniversary of the date of grant, but for which the amounts that would otherwise vest are also subject to the achievement of performance based measures.

Moore’s beneficial ownership includes (i) 416,420 common shares owned by the Darla Moore Trust, and (ii) 175,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Tanous’s beneficial ownership represents (i) 247,320 shares of Common Stock owned by Mr.

Tanous, and (ii) 325,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Isaac’s beneficial ownership represents (i) 243,987 shares of Common Stock owned by Mr.

Isaac, and (ii) 327,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Stuckey’s beneficial ownership represents (i) 1,627,988 shares of common stock owned by Mr.

Stuckey, and (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

Does not include 183,333 shares of restricted common stock that cliff vest on and August 12, 2024.

Also does not include 170,252 shares of restricted stock that were granted on December 2, 2022 comprised of;

158,227 shares that vest on an annual pro-rata basis on each the subsequent three (3) anniversary dates of the grant, and 225,474 shares that also vest over this same period, but for which the annual amounts that would otherwise vest are also subject to the achievement of performance based measures.

Represents (i) 292,657 shares of common stock and (ii) 40,000 shares issuable upon the exercise of options that are exercisable within 60 days.

Does not include 10,000 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days, 300,000 shares of restricted common stock that cliff vest on August 12, 2023, and 208,333 shares of restricted common stock that cliff vest on August 12, 2024.

158,227 shares that vest on the third anniversary date of the date of grant, and 12,025 shares that also vest on the third anniversary of the date of grant, but for which the final amounts granted were subject to the achievement of performance based measures.

Also does not include 75,158 shares of restricted stock granted December 1, 2023 that vest on the second anniversary of the date of grant, but for which the amounts that would otherwise vest are also subject to the achievement of performance based measures.

Thorpe’s beneficial ownership represents (i) 592,657 common shares owned by Mr.

Thorpe, including 109,324 common shares held by FRUS Capital, LLC, (ii) 50,000 shares of common stock issuable under vested stock options.

Does not include 208,333 shares of restricted common stock that cliff vest on August 12, 2024.

Also does not include 183,873 shares of restricted stock that were granted on December 2, 2022 comprised of;

170,886 shares that vest on an annual pro-rata basis on each the subsequent three (3) anniversary dates of the grant, and 243,512 shares that also vest over this same period, but for which the annual amounts that would otherwise vest are also subject to the achievement of performance based measures.

Represents 62,500 shares of common stock issuable upon the exercise of options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon exercise of stock options that are not exercisable within 60 days and 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Represents (i) 175,000 shares of common stock and (ii) 62,500 shares issuable upon the exercise of options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days and 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Represents (i) 18,000 shares of common stock and (ii) 62,500 shares issuable upon the exercise of options that are exercisable within 60 days.

170,886 shares that vest on the third anniversary date of the date of grant, and 12,987 shares that also vest on the third anniversary of the date of grant, but for which the final amounts granted were subject to the achievement of performance based measures.

Also does not include 81,171 shares of restricted stock granted December 1, 2023 that vest on the second anniversary of the date of grant, but for which the amounts that would otherwise vest are also subject to the achievement of performance based measures.

Camden’s beneficial ownership represents (i) 50,000 common shares owned by Mr.

Camden resigned as a member of the Board on August 11, 2023.

Gormly’s beneficial ownership represents (i) 225,000 shares of common stock owned by Mr.

Gormly, and (ii) 125,000 shares issuable upon the exercise of options that are exercisable within 60 days.

Vetrano’s beneficial ownership represents (i) 68,000 shares of common stock owned by Mr.

Vetrano, and (ii) 125,000 shares issuable upon the exercise of options that are exercisable within 60 days.

James was appointed as a member of the Board on August 11, 2023.

James’s beneficial ownership does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.

Waterfield was appointed as a member of the Board on August 11, 2023.

Waterfield’s beneficial ownership does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.

Sandberg was appointed as a member of the Board on August 11, 2023.

Red Oak Partners’ beneficial ownership information is based on a Form 13D/A dated August 9, 2023, filed by The Red Oak Fund, LP, a Delaware limited partnership, The Red Oak Long Fund, LP, a Delaware limited partnership, Red Oak Partners, LLC, a Florida limited liability company, David Sandberg, as the controlling member of Red Oak Partners, and Anthony Y.

Snow filed a Schedule 13D/A with the SEC on August 15, 2023.

David Sandberg, the controlling member of Red Oak Partners, manages each of Red Oak Fund and Red Oak Long Fund.

Snow serves as the President and Co-Portfolio Manager of Red Oak Partners.

Red Oak Partners has disclosed that it beneficially owns 9,952,675 shares of Common Stock.

The Funds are disclosed as each being controlled by Red Oak Partners and, as such, Red Oak Partners may be deemed to beneficially own (i) the 6,057,244 shares of Common Stock held by the Red Oak Fund, and (ii) the 3,895,431 shares of Common Stock held by the Red Oak Long Fund.

Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 9,952,675 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.

Red Oak Fund may be deemed to beneficially own 6,057,244 shares of Common Stock.

Red Oak Long Fund may be deemed to beneficially own 3,895,431 shares of Common Stock.

This does not include 50,000 shares of restricted stock granted to Mr.

Sandberg as a director that cliff vest on September 19, 2026.

The principal office or business address of the Funds, Red Oak Partners and Mr.

Sandberg is 40 SE 5th Street, Suite 502, Boca Raton, FL 33432.

Ownership information is based on a Form 13F dated September 30, 2023 and filed by Raffles Associates LP with the Securities and Exchange Commission on November 15, 2023.

The address of principal business office of Raffles Associates LP is 5 Penn Plaza, 19th Floor, New York NY 10001.

Ownership information is based on a Form 13D/A dated November 16, 2023 and filed by Goldenwise Capital Group Ltd.

with the Securities and Exchange Commission on November 22, 2023.

The address of principal business office of Goldenwise Capital Group Ltd.

is 3 Garden Road, Champion Tower, Room 4463, Central, Hong Kong.

Certain Relationships and Related Transactions, and Director Independence.

Director Independence

Our Board of Directors is responsible to make independence determinations annually with the assistance of the Nominating and Corporate Governance Committees.

Such independence determinations are made by reference to the independence standards under the definition of “independent director” under the NYSE American Listed Company Manual.

Our Board of Directors has affirmatively determined that William Isaac, Darla Moore, Carl Camden, Matthew Gormly, Thomas Vetrano, and Peter Tanous satisfy the independence standards under the NYSE American Listed Company Manual.

In addition to the independence standards provided in the NYSE American Listed Company Manual, our Board of Directors has determined that each director who serves on our Audit Committee satisfies standards established by the SEC providing that, in order to qualify as “independent” for the purposes of membership on that committee, members of audit committees may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation or (ii) be an affiliated person of the Company or any of its subsidiaries.

The Board of Directors has also determined that each member of the Compensation Committee satisfies the NYSE American standards for independence of Compensation Committee members.

The Board has determined, with the assistance of the Nominating and Corporate Governance Committees, that each of its current directors, other than Mr.

Dewan, is an “independent director” under the New York Stock Exchange (“NYSE”) American Listed Company Manual.

The Board has affirmatively determined that William Isaac, Darla Moore, Jyrl James, Matthew Gormly, Thomas Vetrano, Peter Tanous, J.

Randall Waterfield and David Sandberg satisfy the independence standards under the NYSE American Listed Company Manual.

Thomas Vetrano serves as the Company’s Lead Independent Director.

The Board has also determined that each member of the Compensation Committee satisfies the NYSE American standards for independence of Compensation Committee members.

Related Party Transactions

Other than as disclosed below, and except for the Dewan, Stuckey and Thorpe Employment Agreements, each as defined and described in "Executive Compensation", there have been no transactions since October 1, 2020 or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which any current or former director or officer of the Company, any 5% or greater stockholder of the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

On or about April 19, 2021, six (6) directors and officers of the Company individually acquired shares of the Company’s common stock either by directly participating in the Company’s 2021 follow-on public offering of its common shares, as subscribers, or by purchasing Company common shares in the open market.

These six officers and directors collectively acquired a total of 678,765 shares of the Company’s common stock at that time.

Each of these directors and officers filed a Form 4 for his or her individual purchases.

Other than as disclosed below, and except for the New Dewan, Stuckey and Thorpe Employment Agreements, each as defined and described in "Executive Compensation", the Cooperation Agreement with Red Oak and the Waterfield Agreement, each as defined and described in “Agreements with Respect to Director Nominations”, there have been no transactions since October 1, 2021 or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which any current or former director or officer of the Company, any 5% or greater stockholder of the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

Principal Accountant Fees and Services.

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686 ) located in Tampa, Florida .

On April 12, 2022, the Audit Committee of the Company’s Board of Directors engaged FORVIS (formerly known as Dixon Hughes Goodman LLP) to serve as the Company’s independent registered public accounting firm and to audit the Company’s consolidated financial statements for the fiscal year ended September 30, 2022.

Friedman, LLP (“Friedman”) was the predecessor to FORVIS, having served as the Company’s independent registered public accounting firm since November 29, 2012 through the fiscal year ended September 30, 2021, and first fiscal quarter of the fiscal year ended September 30, 2022.

The following table presents fees billed by FORVIS and Friedman for the following professional services rendered for the Company for the fiscal years ended September 30, 2022 and 2021, respectively:

Fiscal 2022 (1)

As previously disclosed in the Company’s Current Report on Form 8-K filed on April 15, 2022, the Audit Committee of the Company’s Board of Directors dismissed Friedman, LLP (“Friedman”) on April 12, 2022 and engaged FORVIS (formerly known as Dixon Hughes Goodman LLP) to serve as the Company’s independent registered public accounting firm and to audit the Company’s consolidated financial statements for the fiscal years ended September 30, 2023 and 2022.

Friedman was the predecessor to FORVIS, having served as the Company’s independent registered public accounting firm since November 29, 2012 through the fiscal year ended September 30, 2021, and first fiscal quarter of the fiscal year ended September 30, 2022.

The following table presents fees billed by FORVIS for the following professional services rendered for the Company for the fiscal years ended September 30, 2023 and 2022, respectively:

Audit-related fees

Values presented for fiscal 2022 include only fees billed by FORVIS.

Friedman performed services for the company during the first fiscal quarter ended December 31, 2022, has re-issued their opinion on the fiscal 2021 consolidated financials included herein, and is providing their consent on this annual filing.

Fees incurred in relation to these services totaled $52,000 in fiscal 2022.

“Audit fees” relate to services for the audit of the Company’s consolidated financial statements for the fiscal years and for reviews of the interim consolidated financial statements as well as providing consents for the inclusion of the Audit Firm’s reports in SEC registration statements and filings.

“Audit-related fees” relate to services that are reasonably related to the audit of the Company’s consolidated financial statements and are not included in “audit fees.” These services include audits of the Company’s 401(k) retirement plan and a special audit of revenue pertaining to one of the Company’s client engagements which include the Audit Firm’s reports.

Friedman performed services for the company during the first fiscal quarter ended December 31, 2022, re-issued their opinion on the fiscal 2021 consolidated financials, and provided their consent on this fiscal 2022 annual filing.

Fees incurred in relation to those services totaled $52,000 in fiscal 2022.

“Audit fees” relate to services for the audit of the Company’s consolidated financial statements for the fiscal year and for reviews of the interim consolidated financial statements as well as providing consents for the inclusion of FORVIS’ reports in SEC registration statements and filings.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, and to not engage them to perform the specific non-audit services proscribed by law or regulation for independence reasons.

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Description of Exhibit

Agreement and Plan of Merger dated as of March 31, 2017 by and among GEE Group Inc., an Illinois corporation, GEE Group Portfolio, Inc., a Delaware corporation, SNI Holdco Inc., a Delaware corporation, Smith Holdings, LLC a Delaware limited liability company, Thrivent Financial for Lutherans, a Wisconsin corporation, organized as a fraternal benefits society, Madison Capital Funding, LLC, a Delaware limited liability company and Ronald R.

Smith, in his capacity as a stockholder and Ronald R.

Smith in his capacity as the representative of the SNIH Stockholders.

Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Articles of Incorporation and amendments thereto.

2 unchanged sentences

Incorporated by reference to Exhibit 3(i) to the Company’s Form 8-K filed with the Commission on December 6, 2013.

Amended and Restated By-Laws.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 3, 2020.

Certificate of designation of series a convertible preferred stock of GEE Group Inc.

10 unchanged sentences

Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Rights Agreement dated as of February 4, 2000, between GEE Group Inc.

and Continental Stock Transfer and Trust Company, as Rights Agent.

Incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 7, 2000, Commission File No.

Amendment No.

1 to Rights Agreement, dated as of March 30, 2009, by and between General Employment Enterprises, Inc.

and Continental Stock Transfer and Trust Company, as Rights Agent.

Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 31, 2009, Commission File No.

Amended and Restated By-Laws.

Incorporated by reference to Exhibit 3.01 to the Company's Form 10-Q filed with the Commission on May 15, 2023.

Description of Capital Stock dated December 15, 2023.

Incorporated by reference to Exhibit 4.10 to the Company’s Form 10-K filed with the Commission on December 23, 2021.

GEE Group Inc.

1 unchanged sentence

Incorporated by reference as Exhibit A to the Company’s Proxy Statement dated August 21, 2013, Commission File No.

Stock Exchange Agreement by and between GEE Group Inc., Brittany M.

Dewan as Trustee of the Derek E.

Dewan Irrevocable Living Trust II dated the 27th of July 2010, Brittany M.

Dewan, individually, Allison Dewan, individually, Mary Menze, individually, and Alex Stuckey, individually.

Incorporated by reference to Appendix B of Schedule 14C filed on March 6, 2015.

The Amendment to the Employment Agreement by and among GEE Group Inc.

Norstrud, effective as of July 24, 2015.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 28, 2015.

Stock Purchase Agreement dated July 31, 2015, by and between GEE Group Inc.

and Tricia Dempsey.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on August 4, 2015.

Stock Purchase Agreement dated October 4, 2015, by and among GEE Group Inc., William Daniel Dampier and Carol Lee Dampier.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Subordinated Security Agreement dated October 4, 2015, by and among GEE Group Inc., William Daniel Dampier and Carol Lee Dampier.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Stock Purchase Agreement dated as of January 1, 2016, by and among General Employment Enterprises, Inc., Enoch S.

Timothy and Dorothy Timothy.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2016

Employment Agreement dated August 12, 2016, between the Company and Derek Dewan.

Incorporated by reference to Exhibit 10.56 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016.

1 dated January 20, 2017, to the Stock Purchase Agreement dated as of January 1, 2017, by and among GEE Group Inc.

Timothy and Dorothy Timothy.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on January 25, 2017.

Employment Agreement, dated as of February 13, 2019, by and between GEE Group Inc., and Kim Thorpe.

Incorporated by reference to Form 10-Q filed with the Commission on February 14, 2019.

Registration Rights Agreement dated as of April 28, 2020, by and between GEE Group Inc.

and MGG Investment Group LP.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on May 4, 2020.

Registration Rights Agreement dated as of April 28, 2020, by and between GEE Group Inc., and CM Finance SPV., Ltd.

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on May 4, 2020.

Amendment No.

1 to Executive Employment Agreement dated and effective as of August 12, 2020, between GEE Group Inc.

and Kim Thorpe.

Incorporated by reference to Form 10-Q filed with the Commission on August 14, 2020.

GEE Group Inc.

Amendment to the 2013 Incentive Stock Plan, effective August 16, 2017.

Incorporated by reference as Annex E to the Company’s Proxy Statement dated July 17, 2017, Commission File No.

GEE Group Inc.

Amendment to the 2013 Incentive Stock Plan, effective September 24, 2020.

Incorporated by reference as Annex A to the Company’s Proxy Statement dated August 12, 2020, Commission File No.

Loan and Security and Guarantee Agreement, dated as of May 14, 2021, among GEE Group Inc., certain Subsidiaries of GEE Group as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and CIT BANK, N.A., as agent.

2 unchanged sentences

Incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the Commission on May 17, 2021.

Amendment No.

1 to Executive Employment Agreement, dated as of August 13, 2021, between GEE Group Inc., and Derek E.

Incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 16, 2021.

GEE Group Inc.

Amendment to the 2013 Incentive Stock Plan, effective September 28, 2021.

Incorporated by reference as Annex A to the Company’s Proxy Statement dated August 20, 2021, Commission File No.

Form of non-qualified stock option agreement under the GEE Group Inc.

Amended and Restated 2013 Incentive Stock Plan.

Incorporated by reference to Exhibit 10.01 to the Company's Form 10-Q filed with the Commission on February 14, 2023.

Form of executive restricted stock agreement under the GEE Group Inc.

Amended and Restated 2013 Incentive Stock Plan.

Incorporated by reference to Exhibit 10.02 to the Company's Form 10-Q filed with the Commission on February 14, 2023.

Form of performance-based restricted stock agreement for Executive Officers under the GEE Group Inc.

Amended and Restated 2013 Incentive Stock Plan.

Incorporated by reference to Exhibit 10.03 to the Company's Form 10-Q filed with the Commission on February 14, 2023.

Employment Agreement, dated April 27, 2023, between the Company and Derek Dewan Incorporated by reference to Exhibit 10.01 to the Company's Form 10-Q filed with the Commission on May 15, 2023.

Employment Agreement, dated April 27, 2023, between the Company and Kim Thorpe Incorporated by reference to Exhibit 10.02 to the Company's Form 10-Q filed with the Commission on May 15, 2023.

Employment Agreement, dated April 27, 2023, between the Company and Alex Stuckey.

Incorporated by reference to Exhibit 10.03 to the Company's Form 10-Q filed with the Commission on May 15, 2023.

Form of Indemnity Agreement with directors and officers, adopted April 27, 2023.

Incorporated by reference to Exhibit 10.04 to the Company's Form 10-Q filed with the Commission on May 15, 2023.

Consent and Amendment No.

1 to the Loan and Security and Guarantee Agreement, dated as of May 18, 2023, by and among the Company, certain Subsidiaries of the Company as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and CIT BANK, a division of First-Citizen Bank & Trust Company (successor by merger to CIT Bank, N.A.), as Agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on May 25, 2023.

Letter Agreement dated August 3, 2023 between the Company and J.

Randall Waterfield.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on August 14, 2023.

Cooperation Agreement dated August 9, 2023 by and between the Company and Red Oak Partners LLC.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on August 14, 2023.

Amendment No.

2 to Executive Employment Agreement dated as of August 13, 2021, between GEE Group Inc., and Kim Thorpe.

Incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 16, 2021.

2 to the Loan and Security and Guarantee Agreement, dated as of December 15, 2023, by and among the Company, certain Subsidiaries of the Company as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and CIT BANK, a division of First-Citizen Bank & Trust Company (successor by merger to CIT Bank, N.A.), as Agent.

List of Subsidiaries of the Registrant.

1 unchanged sentence

Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2023.

Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2021.

Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

2 unchanged sentences

Certifications for the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

GEE Group Inc.

Clawback Policy Adopted on November 30, 2023.

Inline XBRL Instant Document

27 unchanged sentences

December 18, 2023

Camden, Director

December 20, 2022

/s/ Matthew E.

Gormly, Director

December 18, 2023

/s/ Jyrl James

Jyrl James, Director

December 18, 2023

/s/ David Sandberg

David Sandberg, Director

December 18, 2023

Randall Waterfield

Randall Waterfield, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures