What changed in this filing

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Item 9A. Controls and Procedures

2024-12-19 compared with 2023-12-18 · 139 added, 146 removed, 843 unchanged (25% of the section changed)

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Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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

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.

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Kim Thorpe – Senior Vice President and Chief Financial Officer

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.

Kim Thorpe joined the Company in May 2018, as the Vice President of Finance, and was appointed Senior Vice President and Chief Financial Officer in June 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 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, led to the Company’s return to profitable growth and generation of free cash flow in the aftermath of the COVID 19 pandemic.

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.

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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.

Leveraging his 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.

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Peter Tanous – Director

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

Peter Tanous has served as a director of the Company since September 2017.

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.

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Education played a significant role in shaping Mr.

Tanous’s career.

Tanous’ 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.

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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).

Tanous' 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.

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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.

Tanous' 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.

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Darla Moore – Director

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

Darla Moore has served as a director of the Company since 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.

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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 dedication to the business community has earned her the Businessperson 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.

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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.

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

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

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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.

William Isaac has served as a director of the Company since 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.

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.

President Carter appointed Mr.

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.

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, Mr.

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.

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).

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‘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.

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.

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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.

Before his appointment to the FDIC, Mr.

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.

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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 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.

Before his appointment to the FDIC, Mr.

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 the Ohio State University (“OSU”).

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Matthew Gormly – Director

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

Matthew Gormly has served as a director of the Company since March 2020, 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.

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Thomas Vetrano – Director, Lead Independent Director

Vetrano joined the Company as a director in March 2020.

Thomas Vetrano has served as a director of the Company since March 2020.

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

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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.

Vetrano as Lead Independent Director will further enhance its means to accomplish its oversight responsibilities and 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.

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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 twelve (12) meetings and executed seven (7) unanimous consents during fiscal 2023.

The Board of Directors held nine (9) meetings and executed two (2) unanimous consents during fiscal 2024.

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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Nominating Committee

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 three (3) meetings and executed one (1) unanimous consent during fiscal 2023.

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

The Nominating Committee did not hold any meetings during fiscal 2024.

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

The Audit Committee held six (6) meetings during fiscal 2024.

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

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Randall Waterfield.

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

The Board has determined that Mr.

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

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

The Compensation Committee held two (2) meetings during fiscal 2024.

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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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.

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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.

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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.

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

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.

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The Corporate Governance Committee reviews at least annually, or more frequently if deemed appropriate under the circumstances, the Company’s Standards for Director Independence and enhanced independence requirements issued by the NYSE and by other applicable regulators and advisory services and recommends to the Board any modifications to the Company’s standards that the Committee deems desirable.

The Committee provides to the Board its assessment of which directors should be deemed independent directors under applicable rules, policies, and regulations.

The Committee provides the Board with its assessment of which directors should be deemed independent directors under applicable rules, policies, and regulations.

This review also contemplates the requirements of a “financial expert” under applicable rules of the SEC and NYSE, thereby assessing which directors should be deemed financial experts and recommends to the Board the determination that such directors are “financial experts” within the applicable definitions established by the SEC and NYSE.

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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.

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.

The Corporate Governance Committee did not meet during fiscal 2024.

Agreements with Respect to Director Nominations

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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.

In addition, the Nominating Committee of the Board previously elected Thomas Vetrano as the Lead Independent Director of the Board, and the Company has 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.

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

Insider Trading Policy

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, and employees.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation.

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Name and Principal Position

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

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Derek Dewan, Chairman and Chief Executive Officer :

On August 12, 2016, the Company entered an employment agreement with Derek Dewan (the “Dewan Employment Agreement”).

The Dewan Employment Agreement provides for a five-year term ending on August 15, 2021, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination.

Dewan had received a starting base salary at the rate of $300,000 per year which can be adjusted by the Compensation Committee.

Dewan’s employment agreement was amended in fiscal 2021 to increase his base salary to $350,000 per year, and to extend the term of the agreement so that it ends on September 30, 2024.

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

Dewan and the Compensation Committee.

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

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.

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

Alex Stuckey, Chief Operating Officer :

On June 1, 2018, the Company and Mr.

Stuckey entered into a written employment agreement with respect to Mr.

Stuckey’s service as Chief Administrative Officer of the Company (the “Stuckey Employment Agreement”).

On August 26, 2022, Mr.

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

The Company and Mr.

Stuckey agreed to an initial term of five years and that Mr.

Stuckey will receive a base salary of $220,000 per year, subject to increase, but not decrease, at the discretion of the Board.

Stuckey’s annual salary was increased as of August 15, 2021 to a base salary of $250,000 per year.

The Company and Mr.

Stuckey have agreed that Mr.

Stuckey shall be eligible to receive Incentive Compensation that shall be determined by the Chief Executive Officer or the Board.

Stuckey is also eligible to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company in addition to other benefits provided to executives of the Company.

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

On August 13, 2024, 250,000 restricted shares of common stock previously granted to Mr.

Stuckey became fully vested.

Dewan became fully vested.

On December 2, 2022, the Company granted 221,518 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.

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.

These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 2, 2025).

On December 1, 2023, the Company granted 71,944 restricted shares of common stock to Mr.

Dewan under the AICP based on fiscal 2023 performance.

These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 1, 2026).

Alex Stuckey, Chief Operating Officer :

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

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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 :

On June 15, 2018, the Company appointed Kim Thorpe as the Company’s new Chief Financial Officer.

On February 13, 2019, the Company and Mr.

Thorpe entered into a written employment agreement with respect to Mr.

Thorpe’s service as Senior Vice President and Chief Financial Officer of the Company (the “Thorpe Employment Agreement”).

The Company and Mr.

Thorpe agreed to an initial term of five years and that Mr.

Thorpe will receive a base salary of $200,000 per year, subject to increase, but not decrease, at the discretion of the Chief Executive Officer.

Thorpe’s employment agreement was amended in fiscal 2020 to increase his base salary to $250,000 per year, and again in fiscal 2021 to increase his base salary to $270,000 per year, and to extend the term of the agreement so that it ends on September 30, 2024.

Thorpe is entitled to receive an annual bonus based on criteria to be agreed to by Chief Executive Officer.

Thorpe is also eligible to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company in addition to other benefits provided to executives of the Company.

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

On August 13, 2024, 183,333 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.

Stuckey became fully vested.

On December 2, 2022, the Company granted 158,227 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.

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.

These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 2, 2025).

On December 1, 2023, the Company granted 45,972 restricted shares of common stock to Mr.

Stuckey under the AICP based on fiscal 2023 performance.

These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 1, 2026).

Kim Thorpe, Senior Vice President and Chief Financial Officer :

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

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

On August 13, 2024, 208,333 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.

These restricted shares are to be earned over a three-year period and cliff vest a on the third anniversary date of the date of their initial award (December 2, 2025).

On December 1, 2023, the Company granted 45,972 restricted shares of common stock to Mr.

Thorpe under the AICP based on fiscal 2023 performance.

These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 1, 2026).

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

The Bonus Awards presented in the Summary Compensation Table for Messrs.

Dewan, Stuckey and Thorpe for fiscal 2023 were accrued but unpaid as of September 30, 2023;

but were subsequently paid on December 1, 2023 following determination of the final amounts and approval by the Company’s Compensation Committee and Board of Directors.

Annual Incentive Compensation Program

During fiscal 2022, the Company engaged independent compensation consultants to perform a compensation study and analysis of the annual compensation of its executives.

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Grants under the LTI component are to be granted under the Company’s 2013 Incentive Stock Plan and are further comprised of two components;

one that vests based on time passed alone, and a second that vest over time but also based on future performance.

one that vests based on time passed alone, and a second that vests over time but also based on future performance.

The overall structure, design and other key components of the AICP were initially reviewed by the Compensation Committee during several meetings in 2022 and were presented to and approved by the Company’s Board of Directors at its annual meeting held on August 26, 2022.

Additional details regarding the AICP, including the pro forma results expected for fiscal year 2022, and projected targets for fiscal 2023, were reviewed and approved by the Compensation Committee and the Company’s Board of Directors at a special teleconference meeting on September 22, 2022.

The approvals were conditioned upon final determination of the Company’s results for fiscal 2022, including actual AICP performance measures for fiscal 2022, and the approval of final financial plans for fiscal 2023, including performance targets for the fiscal 2023 AICP.

Additional details regarding the AICP, including the projected financial targets for fiscal 2023, were reviewed and approved by the Compensation Committee and the Company’s Board of Directors at a special teleconference meeting on September 22, 2022.

The projected financial targets for fiscal 2024 were reviewed and approved by the Compensation Committee at a teleconference meeting on December 28, 2023.

The bonus awards under the AICP presented in the Summary Compensation Table for Messrs.

Dewan, Stuckey and Thorpe for fiscal 2023 were accrued but unpaid as of September 30, 2023;

but were subsequently paid on December 1, 2023, following determination of the final amounts and approval by the Company’s Compensation Committee and Board of Directors.

Option Awards

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

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

No stock options were awarded to the named executive officers during fiscal 2024 or 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.

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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

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

Derek Dewan, Chief Executive Officer

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On December 1, 2023, the Company granted 71,944 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.

Dewan, 45,972 restricted shares to Mr.

Stuckey, and 45,972 restricted shares 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 1, 2026).

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

Dewan, 170,252 restricted shares to Mr.

Stuckey, and 183,873 restricted shares 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).

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On August 13, 2024, 250,000 restricted shares of common stock previously granted to Mr.

Dewan became fully vested, 183,333 restricted shares previously granted to Mr.

Stuckey became fully vested, and 208,333 restricted shares previously granted to Mr.

Thorpe became fully vested.

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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.

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The following table sets forth information concerning the compensation paid to each of the non-employee directors during fiscal 2024:

Fees Earned or

Paid in Cash ($)

Fees Earned or Paid in Cash ($)

Stock Option Awards ($)

Restricted Stock Awards ($)

William Isaac

Carl Camden (1)

Jyrl James (2)

Matthew Gormly

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David Sandberg

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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Amount and Nature of Beneficial Ownership

Percent of Class (1)

2,591,019 (2)

William Isaac

1,849,957 (6)

1,141,529 (7)

Matthew Gormly

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David Sandberg

9,952,675 (12)

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

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Red Oak Partners, LLC

Raffle Associates, L.P.

9,952,675 (12)

Raffle Associates, LP

9,348,765 (13)

Funicular Funds, LP

5,683,792 (14)

Goldenwise Capital Group Ltd.

5,602,562 (15)

The Vanguard Group

5,540,032 (16)

*Represents less than 1%.

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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;

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.

It does not include (i) 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, (ii) 105,221 shares of restricted stock that were granted November 29, 2024 which also vest on December 2, 2025, but for which the final amounts granted will be subject to the achievement of future performance based measures, (iii) 71,944 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant, and (iv) 23,981 shares of restricted stock that were granted November 29, 2024 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future 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’ beneficial ownership represents (i) 267,320 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.

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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;

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.

Does not include (i) 170,252 shares of restricted stock that were granted on December 2, 2022 comprised of;

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, (ii) 75,158 shares of restricted stock that were granted November 29, 2024 which also vest on December 2, 2025, but for which the final amounts granted will be subject to the achievement of future performance based measures, (iii) 45,972 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant, and (iv) 15,324 shares of restricted stock that were granted November 29, 2024 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.

Thorpe’s beneficial ownership represents (i) 1,091,529 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;

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.

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

Does not include (i) 183,873 shares of restricted stock that were granted on December 2, 2022 comprised of;

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, (ii) 81,171 shares of restricted stock that were granted November 29, 2024 which also vest on December 2, 2025, but for which the final amounts granted will be subject to the achievement of future performance based measures, (iii) 45,972 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant, and (iv) 15,324 shares of restricted stock that were granted November 29, 2024 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.

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

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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.

James’s beneficial ownership represents 14,285 shares of common stock owned by Mr.

Does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.

Waterfield’s beneficial ownership represents 755,000 shares of common stock owned by Mr.

Does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.

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.

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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.

Ownership information is based on a Form 13F dated March 31, 2024, and filed by Raffles Associates LP with the Securities and Exchange Commission on May 15, 2024.

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

Ownership information is based on a Form 13G dated August 11, 2023, and filed by Funicular Funds, LP with the Securities and Exchange Commission on April 24, 2024.

The address of principal business office of Funicular Funds, LP is 601 California Street, #1151, San Francisco, CA 94108.

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

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

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

Ownership information is based on a Form 13G dated December 29, 2023, and filed by The Vanguard Group with the Securities and Exchange Commission on February 13, 2024.

The address of the principal business office of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

Certain Relationships and Related Transactions, and Director Independence.

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Principal Accountant Fees and Services.

The Independent Registered Public Accounting Firm is FORVIS, LLP (“FORVIS”) (PCAOB Firm ID No.

686 ) located in Tampa, Florida .

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:

The Independent Registered Public Accounting Firm is Cherry Bekaert LLP (“Cherry Bekaert”) (PCAOB Firm ID No.

677 ) located in Raleigh, North Carolina .

As previously disclosed in the Company’s Current Report on Form 8-K filed on March 11, 2024, the Audit Committee of the Company’s Board of Directors dismissed FORVIS, LLP (“FORVIS”) on March 6, 2024 and engaged Cherry Bekaert 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, 2024.

FORVIS had served as the Company’s independent registered public accounting firm since April 12, 2022 through the fiscal year ended September 30, 2023, and first fiscal quarter of the fiscal year ended September 30, 2024.

The following table presents fees billed by Cherry Bekaert and FORVIS for the following professional services rendered for the Company for the fiscal years ended September 30, 2024 and 2023, respectively:

Fiscal 2024 (1)

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, re-issued their opinion on the fiscal 2021 consolidated financials, and provided their consent on this fiscal 2022 annual filing.

Values presented for fiscal 2024 include only fees billed by Cherry Bekaert.

FORVIS performed services for the company during the first fiscal quarter ended December 31, 2023, re-issued their opinion on the fiscal 2023 consolidated financials, and provided their consent on this fiscal 2024 annual filing.

Fees incurred in relation to those services totaled $53,000 in fiscal 2024.

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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.

Incorporated by reference to Exhibit 10.17 to the Company's Form 10-K filed with the Commission on December 18, 2023.

Insider Trading Policy (Filed herewith)

List of Subsidiaries of the Registrant.

1 unchanged sentence

Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2024.

Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2023.

Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

4 unchanged sentences

Clawback Policy Adopted on November 30, 2023.

Incorporated by reference to Exhibit 97.1 to the Company's Form 10-K filed with the Commission on December 18, 2023.

Inline XBRL Instant Document

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December 19, 2024

/s/ William M.

Isaac, Director

/s/ William Isaac

William Isaac, Director

December 19, 2024

2 unchanged sentences

December 19, 2024

Tanous, Director

/s/ Peter Tanous

Peter Tanous, Director

December 19, 2024

Moore, Director

/s/ Darla Moore

Darla Moore, Director

December 19, 2024

/s/ Matthew E.

Gormly, Director

/s/ Matthew Gormly

Matthew Gormly, Director

December 19, 2024

8 unchanged sentences

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