Kim Thorpe
GEE GroupAbout Kim Thorpe
Kim Thorpe (age 70) is Senior Vice President and Chief Financial Officer of GEE Group (JOB), appointed CFO on June 15, 2018 after joining the company on May 1, 2018 . He is a CPA with a BSBA in Accounting (with honors) from the University of Florida and prior finance leadership at FPIC Insurance Group, a GE Capital business unit, and Coopers & Lybrand; he also holds Six Sigma “Green Belt” recognition from GE . Under the executive team’s tenure, JOB executed deleveraging (~$120M debt eliminated), a $57.5M follow-on equity offering, and returned to profitable growth and free cash flow post‑COVID; pay‑versus‑performance disclosures show TSR fell from $94 to $41 per $100 invested from FY2023 to FY2024 and GAAP net income swung from $9.4M to $(24.1)M, with Thorpe’s total compensation correspondingly moderating in FY2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FPIC Insurance Group, Inc. (NASDAQ: FPIC) | EVP & CFO | Nov 1999 – Mar 2006 | Led turnaround post acquisition-driven growth and integration risk; strengthened financial operations |
| GE Capital (Insurance/Financial Services BU) | SVP & CFO | Mar 1998 – Nov 1999 | Managed >$30B assets and ~$2B revenue unit; cultural assimilation; Six Sigma Green Belt and project recognition |
| Coopers & Lybrand (PwC predecessor) | Partner | Oct 1993 – Feb 1998 | Engagement partner on large insurance audits; SEC/regulatory subject matter expertise |
| Private insurance org; specialty real estate lender | Senior executive roles | May 2006 – Feb 2013 | Negotiated sale and led post-merger integration at successor; senior finance leadership |
| Delta Company of Insurance Services; NeuLife Neurological Services (affiliate) | CFO; Investor/Director | Nov 2013 – May 2017 | Capital formation, growth, and financial leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FRUS Capital LLC | Managing Principal | Since Feb 2013 | Consulting platform; 109,324 JOB shares held by FRUS are included in Thorpe’s beneficial ownership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 331,000 | 331,000 |
| Bonus ($) | 37,238 (paid Dec 1, 2023) | — |
| Stock Awards ($) | 145,260 | 24,825 |
| All Other Compensation ($) | 26,016 | 24,326 |
| Total ($) | 539,514 | 380,151 |
Performance Compensation
Short-Term Incentive (STI) – Annual Incentive Compensation Program (AICP)
| Year | Metric(s) | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| FY 2023 | AICP performance metrics (not disclosed) | Not disclosed | Not disclosed | 37,238 (paid Dec 1, 2023) | Compensation Committee approved; STI payable in cash |
| FY 2024 | AICP performance metrics (not disclosed) | Not disclosed | Not disclosed | — | No bonus shown for FY2024 |
AICP structure: STI in cash; LTI in restricted stock under the 2013 Incentive Stock Plan, split between time‑based and performance‑conditioned components; targets for FY2024 reviewed Dec 28, 2023 .
Long-Term Incentive (LTI) – Restricted Stock Grants and Vesting
| Grant Date | Shares | Vesting Type | Vest/Cliff Date | Performance Condition |
|---|---|---|---|---|
| Dec 2, 2022 | 170,886 | Time-based | Dec 2, 2025 | None (time-based) |
| Dec 2, 2022 | 12,987 | Performance + time | Dec 2, 2025 | Yes (performance-based) |
| Dec 1, 2023 | 45,972 | Time-based | Dec 1, 2026 | None (time-based) |
| Nov 29, 2024 | 81,171 | Performance + time | Dec 2, 2025 | Yes (performance-based) |
| Nov 29, 2024 | 15,324 | Performance + time | Dec 1, 2026 | Yes (performance-based) |
Recent vesting events (liquidity unlocks): 300,000 shares vested Aug 12, 2023; 208,333 shares vested Aug 13, 2024 .
Options
| Options Exercisable (#) | Strike ($) | Expiration |
|---|---|---|
| 50,000 | 2.21 | 06/15/2028 |
Pay Versus Performance (Context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Value of $100 Investment (TSR) | $94 | $41 |
| Net Income (US GAAP, $000s) | 9,418 | (24,102) |
| Compensation Actually Paid to NEOs – Avg (Thorpe included) ($) | 390,276 | 213,737 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (total) | 933,196 shares (includes 50,000 vested options) |
| Shares outstanding (Record Date) | 109,413,244 |
| Ownership as % of shares outstanding | ≈0.85% (933,196 / 109,413,244) |
| Direct/indirect holdings detail | 883,196 common shares, including 109,324 via FRUS Capital LLC; plus 50,000 vested options |
| Unvested RSUs at FY2024 year-end | 229,845 shares; market value $59,759 |
| Options (status) | 50,000 exercisable; strike $2.21; exp. 06/15/2028 |
| Hedging policy | No written prohibition specific to NEO hedging; insiders must comply with law; short sales prohibited |
| Clawback policy | Adopted Nov 30, 2023 in line with NYSE American; recovery on material restatements |
Note: No pledging disclosures identified; stock ownership guideline requirements not disclosed in proxies .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | May 1, 2018 (VP Finance); appointed CFO Jun 15, 2018 |
| Current employment agreement | Executed Apr 27, 2023; 5‑year term to Apr 26, 2028; 1‑year auto‑renewal absent notice |
| Base salary | $331,000; may be increased (not decreased) by Compensation Committee |
| Bonus eligibility | Annual cash bonus criteria to be agreed with Compensation Committee |
| Equity eligibility | Participates in Company equity incentive plans |
| Covenants | Standard termination/severance, change-of-control, non‑compete, non‑solicit, confidentiality |
| Indemnification | Company indemnification agreements executed Apr 27, 2023 |
Investment Implications
- Pay-for-performance alignment: STI paid in FY2023 but not FY2024 as TSR and GAAP net income deteriorated; LTI mix emphasizes RSUs with multi‑year cliff vesting, including performance‑conditioned tranches, which aligns mid‑term incentives with targets, albeit specific metrics/weights are not disclosed (transparency gap for investors) .
- Vesting calendar and potential supply: Significant vest events occurred in Aug 2023 (300k) and Aug 2024 (208,333); upcoming cliffs in Dec 2025 and Dec 2026 across multiple grants (including performance‑based tranches) could create selling pressure windows if shares are monetized to fund taxes or diversify .
- Ownership and retention: Thorpe’s ~0.85% beneficial stake (including options) and unvested RSUs provide alignment; contract runs through Apr 2028 with auto‑renewal, reducing near‑term retention risk .
- Governance safeguards: NYSE‑aligned clawback policy is a positive; absence of an explicit anti‑hedging policy for NEOs is a mild red flag; no pledging disclosure found .
- Execution track record: Contributions to deleveraging (~$120M), equity financing, and post‑COVID profitability/free cash flow support credibility; however, recent performance headwinds (TSR and net income) increase execution risk on AICP targets .