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Matthew Gormly

Director at GEE GroupGEE Group
Board

About Matthew Gormly

Matthew Gormly, 66, has served as an independent director of GEE Group Inc. since March 2020. He is Founder and Managing Partner of Reynolds Gormly & Co., LLC, with prior service as Managing Partner at Wicks Capital Partners for 17 years until 2016. He holds a BA from Hampden-Sydney College and an MBA from Wake Forest University’s Babcock School of Management .

Past Roles

OrganizationRoleTenureCommittees/Impact
Wicks Capital PartnersManaging Partner; GP management and Investment Committees~1999–2016 (17 years)Originated and managed control buyouts; end-to-end investment process (thesis, acquisition, strategic planning, divestiture)
Various portfolio companies (Wicks funds)DirectorVarious within 30-year spanServed on boards across investments; governance and strategy

External Roles

OrganizationRoleTenureScope
Reynolds Gormly & Co., LLCFounder & Managing PartnerOngoingLeads origination and capital markets; firm management; originated/led >$1.5B in financings (acquisitions, leveraged recapitalizations, refinancings)

Board Governance

  • Independence: Board determined Gormly is independent under NYSE American standards; the Board’s Lead Independent Director is Thomas Vetrano .
  • Financial Expert: The Board determined Gormly is a “financial expert” under SEC and NYSE rules .
  • Committee Memberships (current):
    • Audit Committee (member; committee chair is Peter Tanous; 6 meetings in fiscal 2024)
    • Compensation Committee (member; chair is Thomas Vetrano; 2 meetings in fiscal 2024)
    • Mergers & Acquisitions Committee (member; chair is William Isaac; 1 meeting in fiscal 2024)
  • Attendance: Board held 9 meetings and executed 2 unanimous consents in fiscal 2024; no director attended less than 75% of Board and Committee meetings; all directors attended the 2024 Annual Meeting except one traveling overseas .

Fixed Compensation

ComponentStructureFY2024 Actual for Gormly ($)
Quarterly cash retainer (non-executive directors)$12,500 per quarter50,000
Committee chair fee (incremental)$1,875 per quarter (only for chairs)N/A (not a chair)
Meeting feesNot disclosed
Other cashNot disclosed

Performance Compensation

ComponentDesign DetailsFY2024 Disclosed Grants
Annual non-qualified stock optionsPolicy: 50,000 options annually; fully vested at grant; strike price set at closing price on grant date No option award value disclosed in FY2024 director compensation table for Gormly (“-”)
RSUs/PSUs for directorsNot disclosed
  • Compensation Committee practices: Retains independent compensation consultants; independence assessed with no conflicts (study in fiscal 2022); formal Annual Incentive Compensation Program established for executives; Compensation Committee also recommends director compensation .

Other Directorships & Interlocks

CategoryDetail
Public company boards (current)Not specifically listed in proxy; biography notes service on boards of 25+ companies over 30 years
Potential interlocks/conflictsNone disclosed involving Gormly; Company reported a Cooperation Agreement and board appointments related to Red Oak Partners (activist holder) without naming Gormly in related party transactions

Expertise & Qualifications

  • Deep experience across commercial banking, investment banking, private equity, corporate finance, governance, M&A, capital markets, and strategic planning .
  • Audit Committee “financial expert” designation under SEC/NYSE rules .
  • Extensive board experience (25+ boards over 30 years) .

Equity Ownership

HolderOwned SharesOptions (Exercisable within 60 days)Total Beneficial Ownership% of Class
Matthew Gormly225,000 175,000 400,000 * (less than 1%)
Shares outstanding reference109,413,244 shares outstanding (as of July 29, 2025)

Governance Assessment

  • Board effectiveness: Gormly’s multi-decade deal and governance background is directly relevant to JOB’s strategic and capital allocation oversight, reinforced by his Audit Committee financial expert status and multi-committee participation (Audit, Compensation, M&A) .
  • Independence and attendance: Affirmatively independent with strong attendance (≥75% threshold met; Board and key committees met regularly in FY2024) supports investor confidence .
  • Compensation alignment: Director pay is modest and primarily fixed cash; policy contemplates annual options fully vested at grant with time-based structure and market-priced strikes—this is not performance-based and can be viewed as a weaker alignment mechanism versus RSUs/PSUs tied to targets .
  • Conflicts and related parties: No related-party transactions disclosed involving Gormly; Corporate Governance Committee formally reviews independence and conflicts; Red Oak arrangements and appointments are disclosed separately without Gormly implication .
  • Risk indicators:
    • Hedging policy imposes preclearance/blackouts but lacks an explicit prohibition on hedging for named executive officers; directors are subject to policy compliance—investors may prefer explicit anti-hedging provisions for directors to strengthen alignment .
    • Committee workloads: Nominating and Corporate Governance committees did not meet in FY2024; investors may monitor whether those committees’ oversight (e.g., board refreshment and governance trends) is sufficiently active, though this is not a direct issue tied to Gormly .

Overall, Gormly’s independent status, committee breadth, and finance/M&A credentials enhance board effectiveness; the absence of performance-conditioned director equity and the broad corporate hedging stance are watchpoints for alignment rather than immediate red flags .