David Sandberg

About David Sandberg

David Sandberg (age 52) has served as an independent director of GEE Group Inc. (JOB) since August 11, 2023. He is the Managing Member, Founder, and Portfolio Manager of Red Oak Partners, LLC (since 2003) and previously co-managed J.H. Whitney & Co.’s Green River fund (1998–2002). He holds a B.S. in Industrial Management and a B.A. in Economics from Carnegie Mellon University. The Board has determined Mr. Sandberg is independent under NYSE American standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Mergers & Acquisitions Committee; Member, Corporate Governance Committee; not a committee chair .
• Independence: Board affirmatively determined Sandberg is independent under NYSE American standards; Lead Independent Director is Thomas Vetrano .
• Attendance: The Board held 9 meetings and executed 2 unanimous consents in FY2024; no director attended less than 75% of total Board and committee meetings served .
• Committee activity: M&A Committee held 1 meeting in FY2024; Corporate Governance Committee did not meet in FY2024 (it met once and executed one unanimous written consent in FY2023) .
• Audit/Comp/Nominating: Sandberg is not listed on Audit, Compensation, or Nominating Committees; Audit members were designated “financial experts,” not including Sandberg .
• Insider trading/hedging policy and clawback: Company maintains insider trading policy; Board adopted a Dodd-Frank/NYSE American-compliant clawback policy on Nov 30, 2023 .

RED FLAG (Board process): Corporate Governance Committee did not meet in FY2024 despite broad governance oversight responsibilities; continued monitoring of committee cadence is prudent .

Fixed Compensation

• Policy: Non-executive directors receive $12,500 per quarter in cash; committee chairs receive an additional $1,875 per quarter; annual grant policy references 50,000 fully-vested non-qualified stock options with strike at closing price on grant date (actual FY2024 grants not shown in the table) .

Performance Compensation

• Equity awards/policy highlights:
  • Board policy states annual grant of 50,000 non-qualified options to non-executive directors, fully vested at grant, with strike set to the closing price on grant date (policy disclosure) .
  • Beneficial ownership disclosure indicates Sandberg holds 50,000 vested stock options and was granted 50,000 restricted shares that cliff vest on September 19, 2026 (director grant) .

Note: The FY2023 director compensation table shows a restricted stock award value of $29,500 for Sandberg; number of shares for that grant and grant date were not specified in the table .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and governance: Two decades leading Red Oak Partners; extensive public company board service, including chair roles and service on audit, compensation, nominating/governance, and strategic committees across multiple issuers .
• Education: B.S. Industrial Management and B.A. Economics, Carnegie Mellon University .
• Industry adjacency: Current role at W.O. Partners (construction and poultry staffing) provides sector-relevant perspective to JOB’s staffing business .

Equity Ownership

• Beneficial ownership and alignment:
  • As of July 29, 2024: Sandberg/Red Oak beneficially owned 9,952,675 shares (9.15%); address for Red Oak listed; reflects significant “skin in the game” .
  • As of July 29, 2025: Red Oak Partners disclosed beneficial ownership of 9,952,675 shares; Sandberg, as managing member of Red Oak Partners, may be deemed to beneficially own those shares; includes 50,000 shares issuable under vested stock options; excludes 50,000 restricted shares that cliff vest on Sep 19, 2026 .

No pledging disclosed for Sandberg in the proxy beneficial ownership section; Corporate Governance Committee reviews potential conflicts and related-party matters under Item 404 .

Governance Assessment

• Positives:
  • Independence affirmed; significant ownership via Red Oak aligns incentives with shareholders .
  • Active on M&A and Corporate Governance committees; Board attendance thresholds met (no director <75%) .
  • Formal insider trading policy and clawback policy adopted in line with NYSE American requirements .
• Watch items / potential conflicts:
  • Cooperation Agreement with Red Oak placed Sandberg on the Board and committees; includes standstill and voting commitments and a conditional resignation if Red Oak’s beneficial stake falls below two-thirds of baseline—important context for independence optics and investor perception .
  • Corporate Governance Committee did not meet during FY2024 despite its oversight remit—monitor committee cadence and outputs for governance effectiveness. RED FLAG .
  • Industry adjacency: Sandberg’s role at W.O. Partners (construction and poultry staffing companies) overlaps with staffing industry; Corporate Governance Committee is tasked with reviewing potential conflicts, but no related-party transactions >$120,000 were disclosed besides the Red Oak cooperation agreement .

Overall signal: High economic alignment and seasoned governance experience support investor confidence; however, the activism settlement dynamics and CG committee inactivity in FY2024 warrant ongoing monitoring of board process and independence posture .