Jyrl James

About Jyrl James

Jyrl James, 72, is an independent director of GEE Group Inc. (NYSE American: JOB) and has served on the Board since August 2023. She is a career corporate attorney and senior executive, including serving as Senior Vice President and General Counsel for Adecco Group North America, and holds a business and labor relations degree from Illinois Institute of Technology and a J.D. from DePaul University Law School; she also completed the University of Santa Clara Black Corporate Board Readiness program. The Board has affirmatively determined that Ms. James is independent under NYSE American standards. She currently serves on the Compensation, Nominating, and Corporate Governance Committees.

Past Roles

External Roles

Board Governance

• Board classification and term: Classified board; Ms. James is a Class I director with term expiring at the 2026 Annual Meeting.
• Independence: Board determined Ms. James is independent (along with all directors except the CEO).
• Committee memberships: Compensation Committee; Nominating Committee; Corporate Governance Committee (member). Not a chair.
• Committee chairs and activity (FY2024):
  • Compensation Committee (Chair: Thomas Vetrano) – 2 meetings. Ms. James is a member.
  • Nominating Committee (Chair: Darla Moore) – 0 meetings. Ms. James is a member.
  • Corporate Governance Committee (Chair: William Isaac) – 0 meetings. Ms. James is a member.
  • Audit Committee (not a member) – 6 meetings; all members designated “financial experts.”
• Board meetings and attendance: Board held 9 meetings and executed 2 unanimous consents in FY2024; no director attended fewer than 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting except one who was overseas.
• Lead Independent Director: Thomas Vetrano appointed 7/5/2023 with responsibilities including executive sessions and CEO evaluation/succession planning.

Fixed Compensation

• Structure (non-executive directors, effective Oct 1, 2022): $12,500 per quarter cash retainer; committee chairpersons receive an additional $1,875 per quarter; annual grant of 50,000 non-qualified stock options, fully vested at grant, strike price set at close on grant date. Employees serving as directors receive no additional compensation.

Note: While policy provides for 50,000 annual options fully vested at grant, the FY2024 director compensation table reflects only cash fees for Ms. James; equity award values for directors were not recognized in this table for FY2024.

Performance Compensation

• Director equity program: Non-executive directors are to be granted 50,000 NQ options annually (fully vested at grant; strike = close price on grant date).
• Ms. James equity holdings indicate (i) 50,000 vested stock options and (ii) a separate grant of 50,000 restricted shares that cliff vest on September 19, 2026. Specific grant dates and option expiration terms were not disclosed in the proxy.

Performance metrics: No director-specific performance metrics disclosed for Ms. James’ equity; RS vesting is time-based.

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Ms. James.
• Corporate governance committees at JOB include her service on Compensation, Nominating, and Corporate Governance committees; no disclosed interlocks with JOB’s competitors, suppliers, or customers related to Ms. James.

Expertise & Qualifications

• Corporate governance and legal: 30-year legal career with board-facing governance work; led legal and HR infrastructures; navigated significant crises (chemical explosion with fatalities, SEC investigation, labor strife).
• Staffing industry and operations: Former SVP & General Counsel, Adecco Group North America (then $4.5bn enterprise); cross-border leadership.
• Education and board-readiness: Illinois Institute of Technology (business & labor relations), DePaul University Law School (J.D.), Santa Clara Black Corporate Board Readiness program.

Equity Ownership

Pledging/hedging: The Company imposes preclearance and blackout trading restrictions on directors; there is no written policy specifically prohibiting named executive officers from hedging; no pledging disclosures specific to Ms. James were provided.

Governance Assessment

• Independence and alignment

  • Ms. James is an independent director with committee service on Compensation, Nominating, and Corporate Governance, supporting board independence and oversight.
  • She holds equity through vested options and time-based restricted stock vesting in 2026, providing some alignment; however, director options are fully vested at grant, which can weaken ongoing retention/at-risk incentives relative to RSUs/DSUs.

• Engagement and attendance

  • Board met 9 times; no director fell below the 75% attendance threshold; high engagement indicated; all directors attended the 2024 Annual Meeting except one overseas.

• Committee effectiveness

  • Compensation Committee (where Ms. James serves) met twice in FY2024, reflecting active oversight of pay; the Nominating and Corporate Governance Committees (where she also serves) did not meet in FY2024, which may signal limited formal activity in director recruitment/refreshment and governance policy review during the year.

• Conflicts and related-party exposure

  • The Related Party Transactions section disclosed a Cooperation Agreement with significant holder Red Oak; no related transactions involving Ms. James were disclosed.
  • The Corporate Governance Committee periodically reviews independence/conflicts and related-party transactions under Item 404; Ms. James sits on that committee.

• Policies and investor-confidence signals

  • Lead Independent Director role established with robust responsibilities (executive sessions, CEO evaluation/succession).
  • Clawback policy adopted (11/30/2023) consistent with NYSE American listing requirements.
  • Insider trading controls include preclearance and blackout periods; absence of an explicit anti-hedging prohibition is cited for NEOs (not specifically for directors).

• RED FLAGS (monitor)

  • Minimal formal activity of Nominating and Corporate Governance Committees (0 meetings in FY2024) despite their mandates; monitor future committee cadence and outputs (board refresh, skills matrices, policy updates).
  • Director option grants fully vested at grant reduce ongoing performance linkage; prefer increased use of unvested RSUs/DSUs for stronger alignment.

Appendix: Committee Snapshot (FY2024)

Sources

• 2025 DEF 14A (Aug 5, 2025): Director biography, committee assignments, independence, director compensation, ownership, hedging/clawback policies, board/committee meeting data.
• 2025 8-K Item 5.07 (Sept 5, 2025): Annual meeting outcomes (director elections; auditor ratification).