Darla Moore
GEE GroupAbout Darla Moore
Darla Moore (age 70) has served as an independent director of GEE Group Inc. (NYSE American: JOB) since June 2018. She holds a B.A. from the University of South Carolina and an MBA from George Washington University, and is a prominent business leader and philanthropist known for leadership roles at Rainwater, Inc., founding the Palmetto Institute, and board service across public, private, and nonprofit organizations. Notably, she was featured on the cover of Fortune magazine and is among the first women members of Augusta National Golf Club .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rainwater, Inc. | Vice President | Not disclosed | Senior leadership at private investment firm |
| Palmetto Institute | Founder & Chair | Not disclosed | Founded think tank focused on economic growth in South Carolina |
| Charleston Parks Conservancy | Founder | Not disclosed | Civic leadership; public space enhancement |
| Darla Moore Foundation | Chairwoman | Not disclosed | Philanthropy leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Shed (NYC) | Director | Not disclosed | Cultural institution governance |
| Lebanese American University of Beirut | Director | Not disclosed | Higher education governance |
| Santa Fe Institute | Director | Not disclosed | Scientific institute governance |
| Oxbow Carbon | Director | Not disclosed | Private company board |
| Hospital Corporation of America (HCA) | Former Director | Not disclosed | Public company board experience |
| Martha Stewart Living Omnimedia | Former Director | Not disclosed | Public company board experience |
| The South Financial Group | Former Director | Not disclosed | Public company board experience |
| MPS Group | Former Director | Not disclosed | Public company board; overlaps with JOB CEO’s former company |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Moore is independent under NYSE American standards |
| Current Board Committees | Audit; Compensation; Nominating; Mergers & Acquisitions; Corporate Governance |
| Committee Chair Roles | Chairwoman, Nominating Committee |
| Financial Expert Designation | Audit Committee financial expert under SEC/NYSE definitions |
| Board Meetings (FY2024) | 9 meetings; no director attended less than 75% of combined Board and committee meetings |
| Committee Activity (FY2024) | Audit: 6 mtgs; Compensation: 2 mtgs; M&A: 1 mtg; Corporate Governance: 0 mtgs; Nominating: 0 mtgs |
| Lead Independent Director | Board designated a Lead Independent Director (Thomas Vetrano) with defined responsibilities and executive sessions leadership |
| Hedging/Trading Policy | Preclearance and blackout restrictions; no written policy specifically prohibiting NEO hedging (directors/officers expected to comply with law) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $12,500 per quarter | Non-executive director cash compensation |
| Committee chair fee (per quarter) | $1,875 per quarter | Applies to non-executive committee chairpersons |
| FY2024 actual cash paid – Darla Moore | $57,500 | Reflects retainer and chair fees |
Performance Compensation
| Element | Structure | FY2024 Recognized |
|---|---|---|
| Annual director equity | Policy states 50,000 non-qualified stock options, fully vested at grant, strike at grant-date close | $0 reported for all directors in FY2024 director comp table |
No performance-contingent metrics are disclosed for director compensation; director equity (when granted) vests immediately and is not tied to financial or TSR goals .
Other Directorships & Interlocks
- Historical interlock consideration: Ms. Moore previously served on the board of MPS Group, where JOB’s current CEO Derek Dewan was formerly Chairman/CEO; this indicates a prior professional overlap but no related-party transaction is disclosed involving Ms. Moore at JOB .
Expertise & Qualifications
- Finance and investment: Senior role at Rainwater, Inc.; multiple public-company boards; designated audit “financial expert” at JOB .
- Governance leadership: Chair, Nominating Committee; service on Corporate Governance, Compensation, Audit, and M&A committees .
- Education and recognition: B.A. (University of South Carolina), MBA (George Washington University); first woman featured on Fortune’s cover; early female member of Augusta National Golf Club .
Equity Ownership
| Holder | Beneficial Ownership Detail | Percent of Class |
|---|---|---|
| Darla Moore | 641,420 total shares, including 416,420 common shares held by the Darla Moore Trust and 225,000 shares issuable under vested stock options | <1% (asterisked in table; 109,413,244 shares outstanding) |
Governance Assessment
- Strengths
- Broad committee engagement with chair role (Nominating), plus audit “financial expert” designation enhances oversight on financial reporting and director nominations .
- Confirmed independence under NYSE American standards; Board structure includes a Lead Independent Director with explicit responsibilities and executive sessions .
- Positive attendance signal: no director fell below 75% attendance in FY2024; active Audit (6) and Compensation (2) committee cycles indicate functioning oversight .
- Watch items / RED FLAGS
- Director equity grants, when made, are fully vested at grant (reduced retention/long-term performance linkage); FY2024 table shows no recognized option awards, but policy still calls for fully vested options, which can weaken pay-for-performance alignment for non-employee directors .
- Hedging policy lacks a specific prohibition for named executive officers; while directors/officers are subject to preclearance/blackouts, absence of an explicit anti-hedging rule represents a governance gap by some investors’ standards .
- Nominating and Corporate Governance Committees did not meet during FY2024; given Ms. Moore chairs Nominating, low committee activity may draw scrutiny unless adequately justified by workload .
- Historical overlap with JOB’s CEO through MPS Group suggests familiarity risk; no related-party transactions disclosed involving Ms. Moore, but investors may ask about safeguards to ensure independence in CEO evaluation and succession .
Related-party transactions disclosure does not identify any transactions involving Ms. Moore for amounts >$120,000 since October 1, 2023; the section primarily describes agreements with Red Oak and Waterfield, and an acquisition agreement with Hornet Staffing .