John McAnnar
About John McAnnar
John D. McAnnar, 42, is Chief Legal Officer, Vice President of Professional Services, and Corporate Secretary of HireQuest, Inc. He has served as General Counsel/Chief Legal Officer for HireQuest (and predecessor HireQuest, LLC) since 2014. He holds a B.A. from the University of Pittsburgh (cum laude) and a J.D. from St. Louis University School of Law (magna cum laude); he’s an award-winning co‑founder of ArchCity Defenders and an adjunct professor at the Charleston School of Law . Company performance context: HireQuest’s cumulative TSR on a fixed $100 investment was $80 (2022), $78 (2023), and $74 (2024), while reported net income was $12,458,106 (2022), $6,135,000 (2023), and $3,672,000 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armstrong Teasdale LLP (Am Law 200) | Litigation Dept. Attorney | — | Focused on complex commercial litigation, corporate, and employment law |
| Carmody MacDonald, P.C. | Litigation Dept. Attorney | — | Focused on complex commercial litigation, corporate, and employment law |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scott’s Liquid Gold, Inc. (OTC:SLGD) | Director; Audit, Compensation, Nominating/Governance Committees | Beginning July 2023 until acquisition | Governance and oversight; multi-committee service |
| ArchCity Defenders (non-profit) | Co‑Founder | — | Led push for change in Missouri’s municipal court system; multiple awards for advocacy |
| Charleston School of Law | Adjunct Professor | — | Legal education contributor |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $220,055 | $240,056 |
| Discretionary Bonus ($) | — | $25,000 |
| Non‑Equity (Performance) Bonus ($) | $72,000 | $21,600 |
| Stock Awards (Grant‑Date Fair Value, $) | $188,700 | — |
Notes:
- Employment agreement sets annual base salary at $240,000 and makes him eligible for a discretionary bonus and an annual performance bonus up to 50% of base salary .
Performance Compensation
Performance Bonus Structure
| Metric | Target Definition | Max Payout (% of Base) | Actual Payout (2024, $) | Vesting/Payment Terms |
|---|---|---|---|---|
| Year‑over‑year sales improvement | Tiered goals for improving YoY sales | Up to 50% | $21,600 (aggregate performance bonus) | Paid per employment agreement |
| Accounts receivable turns | Tiered goals for AR turns | Up to 50% | — | Paid per employment agreement |
| Workers’ compensation loss ratio | Tiered goals for WC loss ratio | Up to 50% | — | Paid per employment agreement |
| Maintenance of core staff payroll | Tiered goals for payroll discipline | Up to 50% | — | Paid per employment agreement |
Equity Awards and Vesting
| Award | Shares | Vesting Milestones | Unvested Shares at 12/31/24 | Market Value at 12/31/24 ($) |
|---|---|---|---|---|
| Restricted Shares (2019 Plan; “McAnnar Restricted Shares”) | 10,000 | 50% on Sept 1, 2025; 6.25% per fiscal quarter for first 8 quarters thereafter | 10,625 | $150,450 |
Additional vesting context: unvested shares vest between June 30, 2025 and June 30, 2027 .
Executive Stock Purchase Matching Program
- Company matches 20% of executives’ open‑market common stock purchases (capped at $25,000 value per year), issuing matching restricted shares under the 2016/2019 plans; matching shares vest two years after the triggering purchase and only if the executive remains employed and still owns at least the matched shares at vesting .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Total beneficial ownership | 54,099 shares; <1% of class | Includes 43,474 outright and 10,625 restricted |
| Options held | None | No vested or non‑vested options outstanding |
| Pledging | None known | Company is unaware of any pledge by NEOs/directors |
| Hedging/Margin/Derivatives policy | Prohibited without approval (no short sales, no options trading, no margin accounts, no hedging/monetization) | Applies to directors, officers, immediate family, and controlled entities |
| Equity plan capacity | Securities remaining available for issuance: 927,388; options outstanding companywide: 12,916 (avg strike $5.47) | Plan snapshot as of 12/31/24 |
Employment Terms
| Term/Provision | Details |
|---|---|
| Role & Term | Vice President, Chief Legal Officer, Secretary; initial term through Aug 31, 2025 |
| Base Salary | $240,000 |
| Discretionary Bonus | Eligible per Compensation Committee discretion |
| Performance Bonus | Up to 50% of base upon achieving tiered goals (YoY sales, AR turns, WC loss ratio, core staff payroll) |
| Equity Award | 10,000 restricted shares; 50% vest Sept 1, 2025; then 6.25% per fiscal quarter for 8 quarters; accelerated vesting under certain terminations |
| Termination—Cause/Death/Disability | Unpaid base salary; accrued PTO; accrued/unpaid bonuses; reimbursable expenses; continued health benefits at executive’s expense; death/disability: additional 60 days of base salary; pro‑rata vesting of restricted shares as if monthly |
| Termination—Without Cause or Resignation for Good Reason | Unpaid base salary; accrued PTO; pro‑rated performance bonus; base salary for one month per year of service up to 6 months; reimbursable expenses; continued health benefits at executive’s expense; pro‑rata vesting of restricted shares as if monthly |
| Non‑Renewal | Unpaid base salary; accrued PTO; pro‑rated performance bonus; 50% of restricted shares immediately vest |
| Change of Control (≥50%) | Automatic one‑year extension; if terminated during Post‑CoC Renewal Period: lump‑sum severance equal to 150% of base salary; all equity restrictions lapse (full vesting) |
| Notice | 60 days’ notice for termination |
| Benefits | Vacation and other employee benefits per company policy |
| Clawback Policy | Adopted Dec 2023 (SEC/Nasdaq‑compliant for restatements) |
| Deferred Compensation | Non‑qualified deferred compensation plan for highly compensated employees (including NEOs); NEOs excluded from corporate 401(k) plan |
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company Net Income ($) | $12,458,106 | $6,135,000 | $3,672,000 |
| Cumulative TSR (Fixed $100 Investment) | $80 | $78 | $74 |
- Company commentary links executive/NEO compensation to TSR/net income via bonus structures and equity awards; compensation decreased alongside net income/TSR declines .
Governance & Committee Context Relevant to Compensation
- Compensation Committee: Independent directors (Olmstead—Chair, Shanahan, Malhotra); no external compensation consultant is engaged; committee reviews employment and severance agreements and incentive plans .
- Board risk oversight involves consultation with the CLO/Chief Compliance Officer (McAnnar), who reports to the CEO .
Insider Selling Pressure & Vesting Overhang
- A large tranche (50% of McAnnar’s restricted shares) is scheduled to vest Sept 1, 2025, followed by eight quarterly installments at 6.25% each; unvested shares vest between June 30, 2025 and June 30, 2027, creating potential periodic supply overhang as tranches become sale‑eligible .
- Company prohibits hedging, margin accounts, and options trading, reducing misalignment risks; the company is unaware of any pledging of shares by NEOs/directors .
Say‑on‑Pay & Frequency
- Board recommends stockholders vote FOR say‑on‑pay; NEOs for 2024 were Hermanns (PEO), McAnnar, Crane .
- Board recommends ONE YEAR for say‑on‑frequency; next say‑on‑pay anticipated at 2026 annual meeting subject to frequency vote outcome .
Investment Implications
- Alignment: McAnnar’s compensation includes an at‑risk performance bonus tied to operational drivers (sales growth, AR turns, WC loss ratio, payroll discipline) and multi‑year RSU vesting; total beneficial ownership is modest at 54,099 shares (<1%), with no options outstanding and no pledging, and hedging is prohibited—moderate alignment with shareholders .
- Retention Risk: Severance outside change‑of‑control is formula‑based and capped at 6 months of base salary with pro‑rated bonus and partial equity vesting, which suggests balanced retention incentives; change‑of‑control terms provide 150% base salary and full equity vesting upon termination in the post‑CoC period, mitigating disruption risk during strategic events .
- Trading Signals: A sizable vesting milestone on Sept 1, 2025 and subsequent quarterly vesting through mid‑2027 may create intermittent selling windows; monitor Form 4 filings around those dates and any participation in the executive stock purchase matching program (which encourages open‑market buying with matched restricted shares) for incremental signals .
- Governance Quality: Independent Compensation Committee with no consultant and an SEC/Nasdaq‑compliant clawback policy reduce headline risk; Board explicitly integrates risk oversight with the CLO/Chief Compliance Officer, supporting disciplined execution .