J. Randall Waterfield

About J. Randall Waterfield

J. Randall Waterfield (age 52) has served as an independent director of GEE Group Inc. (JOB) since August 2023. He is Chairman & CEO of Waterfield Holdings, a diversified holding company tracing roots to 1928; he is a Harvard graduate (’96), holds the CFA designation, served as 2017–2018 Chairman of YPO International, and is a MENSA member . The Board has affirmatively determined he is independent under NYSE American standards, and he is designated a “financial expert” for Audit Committee purposes .

Past Roles

NR = Not reported

External Roles

NR = Not reported

Board Governance

• Committee assignments: Audit Committee member (Board-designated “financial expert”) and Mergers & Acquisitions Committee member .
• Independence: Board has determined Mr. Waterfield is independent under NYSE American standards .
• Attendance: In FY2024, the Board held 9 meetings and 2 unanimous consents; no director attended less than 75% of Board and applicable committee meetings. All directors but one attended the 2024 annual meeting; committees held: Audit (6 meetings), M&A (1), Nominating (0), Corporate Governance (0) .
• Leadership structure: Thomas Vetrano serves as Lead Independent Director, appointed effective July 5, 2023 .

Fixed Compensation (Director)

Policy beginning Oct 1, 2022: $12,500 cash per quarter for non-employee directors; additional $1,875 per quarter for committee chairs; annual grant of 50,000 non-qualified stock options, fully vested at grant, strike set at the NYSE American closing price on grant date .

FY2024 Director Compensation (Mr. Waterfield)

Notes: Although the policy contemplates annual 50,000 options (fully vested at grant), the FY2024 director compensation table for Mr. Waterfield reports only cash fees; option or RSU grant expense recognition may occur in other periods and is not shown for FY2024 in the table .

Performance Compensation (Director Equity Detail)

No performance metrics (e.g., TSR/EBITDA targets) are disclosed for director equity; the unvested restricted stock noted for Mr. Waterfield appears time-based (no performance hurdles disclosed) .

Other Directorships & Interlocks

• Current outside boards: 26 Capital Acquisition Corp. (NASDAQ: ADER), US Strategic Metals, Linden Lab, WTI Holdings .
• Prior outside boards include SMTC Corporation, Red Oak Partners, RF Industries (RFIL), and Asure Software .
• Shareholder interlock context: Red Oak Partners is a significant JOB shareholder (9,952,675 shares beneficially owned by funds managed by Red Oak); Mr. Waterfield previously served as a director at Red Oak Partners, which may indicate network ties, though the Board designates him as independent. In August 2023, a Cooperation Agreement with Red Oak added Mr. Waterfield to the Board, and he entered a separate Waterfield Agreement with voting and conduct commitments through the agreement term (agreement terminated ahead of the 2025 nomination window) .

Expertise & Qualifications

• Financial expertise: Board-designated “financial expert” under SEC and NYSE definitions for Audit Committee service .
• Education/credentials: Harvard University (1996); Chartered Financial Analyst (CFA); MENSA; leadership as YPO International Chairman (2017–2018) .
• Domain experience: Chairman/CEO of Waterfield Holdings; background in asset management (GSAM small-cap growth); extensive board experience across technology, manufacturing, finance .

Equity Ownership

Governance Assessment

• Strengths: Independent director with Audit “financial expert” designation; member of Audit and M&A committees; Board-level attendance across all directors above 75% in FY2024; Lead Independent Director structure in place; experience in capital markets and M&A aligns with JOB’s strategic priorities .
• Alignment: Significant share ownership (886,779 shares) plus vested options suggests material skin-in-the-game; additional unvested RSUs vesting in 2026 extend alignment horizon .
• Potential conflicts/optics: Appointment resulted from a Cooperation Agreement with a large shareholder (Red Oak); Waterfield’s separate Waterfield Agreement included commitments to vote with Board recommendations and refrain from certain shareholder actions during the term—governance optics to monitor, though the agreement has since terminated; prior directorship at Red Oak Partners indicates network ties to a major shareholder .
• Policy gaps: The company discloses insider trading preclearance/blackouts but notes no written policy specifically prohibiting hedging for NEOs; absence of an explicit anti-hedging policy for all insiders can be a governance risk flag, though federal law restricts short sales. No pledging disclosure identified for Mr. Waterfield .
• Committee activity: Audit Committee met 6x in FY2024; M&A Committee met 1x—monitor M&A oversight cadence relative to strategy pipeline .

Related-Party Exposure and Agreements

• Cooperation Agreement with Red Oak (Aug 9, 2023) expanded the Board and appointed Messrs. Sandberg and Waterfield (with committee appointments including Waterfield to Audit and M&A). Mr. Waterfield executed a separate Waterfield Agreement with conditional resignation triggers tied to Code of Ethics and a Red Oak ownership threshold; voting and solicitation restrictions applied during the term; the Waterfield Agreement terminated 30 days prior to the 2025 nomination window .
• The 2025 proxy states no related-party transactions above $120,000 involving directors/officers other than those disclosed (and specific employment agreements for executives); no transaction was disclosed relating to Mr. Waterfield beyond the Waterfield Agreement .

Director Compensation Structure Observations

RED FLAGS (to monitor)

• Activism settlement optics: Director appointment and conduct/voting commitments under Cooperation and Waterfield Agreements—agreement has terminated but prior constraints warrant monitoring for any lingering influence or perceived conflicts .
• Hedging policy: Lack of an explicit anti-hedging policy for directors/NEOs beyond legal constraints could allow hedging that weakens alignment unless otherwise restricted internally .

Overall, Waterfield brings financial and M&A expertise with meaningful ownership and independence credentials; prior ties to a major shareholder and the nature of his appointment warrant continued monitoring, but the termination of the agreement framework reduces ongoing constraints .