Derek Dewan

About Derek Dewan

Derek Dewan, age 70, has served as Chairman and Chief Executive Officer of GEE Group Inc. (NYSE American: JOB) since 2015 following the merger with Scribe Solutions, leading a strategic pivot to professional staffing, five acquisitions, deleveraging of approximately $120 million of debt, and a $57.5 million follow-on equity offering . Under his tenure, JOB achieved revenue growth of 3–4x with higher gross profit and earnings margins, and consistent profitability and cash flow; net income was $19.6M in FY2022, $9.4M in FY2023, and $(24.1)M in FY2024 . Dewan holds a B.A. in Accounting (finance concentration) from the University of South Florida and previously was a PwC partner at age 29; he later led MPS Group from IPO to a $1.3B sale to Adecco in 2010 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Incentive Compensation Program (AICP): Formal STI cash bonus and LTI restricted stock program adopted following an independent consultant study; LTI granted under the 2013 Plan with time-based and performance-based components .
• RSU grants and vesting:
  • 12/2/2022: 221,518 RSUs (time-based) and 16,835 RSUs (performance-adjusted) that cliff vest on 12/2/2025 .
  • 12/1/2023: 71,944 RSUs that cliff vest on 12/1/2026 .
  • 11/29/2024: 105,221 RSUs vesting 12/2/2025 (subject to performance), and 23,981 RSUs vesting 12/1/2026 (subject to performance) .
  • 8/13/2024: 250,000 previously granted RSUs fully vested .
• Options: No stock options were granted to named executive officers in FY2023 or FY2024; policy requires at-the-money grants, ≤5-year vesting, and 10-year expirations when used .

Equity Ownership & Alignment

• Beneficial ownership and % of shares outstanding:
  • As of 7/29/2024: 2,341,019 shares (includes 38,636 warrants exercisable within 60 days; includes 250,000 RSUs vesting 8/12/2024); 2.15% of 108,771,578 shares .
  • As of 7/29/2025: 2,302,383 shares; 2.10% of 109,413,244 shares; includes 218,650 held in the Derek E. Dewan Living Trust II (Brittany M. Dewan trustee) .
• Outstanding unvested equity (year-end snapshots):
  • FY2023: 488,353 unvested RSUs; $288,128 market value .
  • FY2024: 310,297 unvested RSUs; $80,677 market value .
• Hedging/pledging: Company imposes preclearance and blackout periods; no written policy specifically prohibiting hedging for NEOs; no pledging disclosure identified in proxy filings .
• Clawback: NYSE American-compliant clawback policy adopted 11/30/2023 and filed as Exhibit 97.1 to 2023 Form 10-K .
• Director compensation vs. employee directors: Employee directors (including Dewan) do not receive additional board compensation; non-executives receive $12,500 per quarter, $1,875 per quarter for committee chairs, and annual 50,000 fully-vested options .

Employment Terms

• Current agreement: Five-year term ending 4/26/2028 with standard 1-year auto-renewal; base salary $518,000 with potential increases; annual cash bonus criteria to be mutually agreed; eligible for equity incentives and perquisites; includes standard termination, severance, change of control, non-compete, non-solicit, and confidentiality provisions (specific multiples not disclosed in proxy summary) .
• Indemnification: Company entered indemnification agreements with officers and directors on 4/27/2023 to the fullest extent permitted under governing documents and Illinois law .
• Insider trading policy filed as 10-K Exhibit 19.1 on 12/19/2024 .

Performance & Track Record

• Strategic outcomes: Transition from industrial to professional staffing (IT-led), five acquisitions, $57.5M follow-on offering, ~$120M debt eliminated; materially improved margins and cash generation over Dewan’s tenure .
• Prior value creation: Led MPS Group from 1994 to 2010 through organic growth and >100 acquisitions; included secondary offerings ($110M, $370M), S&P Mid-Cap 400 inclusion, and sale for $1.3B to Adecco .

Board Governance

• Roles: Dewan serves as both Chairman and CEO; Board determined this combined structure supports decisive leadership and agenda-setting; however, a Lead Independent Director (Thomas Vetrano) was appointed on 7/5/2023 to enhance oversight and independence .
• Independence: All directors except Dewan are independent under NYSE American standards; Audit and Compensation Committees composed entirely of independent directors and “financial experts” where applicable .
• Committees: Dewan has observer rights on the M&A Committee; independent committees include Audit (Chair Peter Tanous), Compensation (Chair Thomas Vetrano), Nominating (Chair Darla Moore), Corporate Governance (Chair William Isaac) .
• Board activity and attendance: FY2023—12 meetings and 7 unanimous consents; FY2024—9 meetings and 2 unanimous consents; no director attended <75% of meetings/committee obligations .

Related Party Transactions and Shareholder Agreements

• No related-party transactions >$120,000 involving directors/executives other than employment agreements disclosed; Cooperation Agreement with Red Oak (appointed Sandberg, Waterfield; standstill/voting commitments) terminated before the 2025 nomination window; Waterfield Agreement included voting commitments and conditional resignation provisions .

Compensation Structure Analysis

• Mix and trend: Dewan’s total compensation declined in FY2024 due to lower stock award value and no disclosed cash bonus; base salary remained at $518,000 . FY2023 included a $77,700 bonus and higher equity grant value tied to AICP .
• Equity design: Shift towards RSUs (time- and performance-based) with multi-year cliff vesting; no option grants to NEOs in FY2023–FY2024; FY2024 saw large legacy RSU vesting (250,000 shares) .
• Pay vs performance: “Compensation Actually Paid” to PEO fell from $687,277 in FY2023 to $354,370 in FY2024 as equity fair values decreased and vesting impacts changed, while GAAP net income swung negative in FY2024 .

Equity Vesting and Insider Selling Pressure

• Near-term vesting overhang: Material RSU cliffs in 2025 (12/2/2025) and 2026 (12/1/2026) could create episodic selling pressure as awards vest if Dewan elects to monetize; FY2024 saw vesting of 250,000 shares .
• Hedging/pledging oversight: No explicit anti-hedging prohibition for NEOs; no disclosure of pledged shares, increasing potential alignment risk relative to best practices .

Director Compensation (Context for Board Service)

• Non-executive directors receive $12,500 per quarter, plus $1,875 per quarter for committee chairs; employees serving as directors (e.g., Dewan) do not receive board fees; annual grant of 50,000 fully-vested options to non-executive directors .

Investment Implications

• Positive alignment signals: Multi-year RSU vesting and performance-based components under AICP align pay with long-term performance; Dewan’s ~2.1% stake indicates meaningful skin-in-the-game .
• Watchpoints: Combined CEO/Chairman role (mitigated by Lead Independent Director), lack of explicit anti-hedging policy, and absence of disclosed ownership guidelines present governance risk; large RSU cliffs in 2025–2026 may create selling pressure around vest dates .
• Execution track record: Dewan’s prior $1.3B exit and JOB deleveraging/repositioning support confidence in strategic execution; however, FY2024 net losses warrant scrutiny of near-term profitability and bonus metrics calibration under AICP .