Peter Tanous

About Peter Tanous

Peter J. Tanous, age 87, has served as an independent director of GEE Group Inc. (JOB) since 2017. He is Chairman Emeritus of Lynx Investment Advisory (SEC-registered RIA), and is a long-time finance executive and author. He holds a degree from Georgetown University and attended The American School of Paris (fluent in French). On JOB’s board, he is designated independent under NYSE American standards and is the Audit Committee Chair and a named audit committee financial expert.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair), Compensation (Member), Nominating (Member), Corporate Governance (Member). He is also designated as an “audit committee financial expert.”
• Independence: The Board determined Mr. Tanous is independent under NYSE American standards.
• Attendance: In fiscal 2024, the Board held 9 meetings (plus 2 unanimous consents); no director attended less than 75% of total Board and committee meetings on which they served.
• Leadership context: JOB combines CEO/Chair roles (Derek Dewan), with a Lead Independent Director (Thomas Vetrano) to oversee independent sessions and evaluations.

Fixed Compensation

Director cash retainers and chair fees (policy and actuals).

Notes:

• Policy provides annual 50,000 fully vested NQ options for non-executive directors (strike at grant-date close). However, FY24 table shows no option award value for Mr. Tanous; FY23 included $55,600 option value.

Performance Compensation

While non-employee directors are not paid based on operating metrics, JOB’s director equity policy uses annual option grants (fully vested at grant). In FY24, Mr. Tanous reported no option award value; in FY23 he received options valued at $55,600. Policy terms: 50,000 options annually, fully vested at grant, exercise price at grant-date closing price.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and finance expertise; designated Audit Committee financial expert at JOB; chaired Audit Committees at prior public staffing companies (AccuStaff, MPS Group).
• Extensive investment and capital markets background (Smith Barney International executive; Lynx Investment Advisory Chairman Emeritus; Petra Capital).
• Governance and board experience across public, private, and non-profit institutions.
• Education: Georgetown University; fluent in French; author of multiple finance books.

Equity Ownership

Notes:

• The beneficial ownership in 2025 comprises 267,320 common shares plus 375,000 shares issuable under vested options. No pledging is disclosed for Mr. Tanous.
• Shares outstanding reference for context: 109,413,244 as of July 29, 2025.

Governance Assessment

• Strengths

  • Audit Chair and named “financial expert,” supporting robust financial oversight; Audit Committee met 6 times in FY2024.
  • Independent status affirmed; board structure includes Lead Independent Director to balance combined CEO/Chair roles.
  • Attendance: Board reports no director below 75% attendance; suggests engagement.
  • Ownership alignment: Meaningful option holdings (375,000 vested options as of July 29, 2025) plus direct shares; albeit total ownership remains <1% of outstanding.

• Watch items / potential risks

  • Hedging policy: Company imposes preclearance/blackouts but states no written policy specifically prohibiting hedging for named executive officers; policy language focuses on executives, but directors are covered by insider trading policy. Investors may prefer explicit anti-hedging bans for directors as well.
  • Historical tie with CEO: Both Mr. Tanous and CEO Derek Dewan were associated with AccuStaff/MPS Group (Tanous as director/Audit Chair; Dewan as CEO/Chair), which can create perceived affinity, though the board still classifies Tanous as independent.
  • Director equity cadence: Policy contemplates annual option grants to directors, but FY2024 shows $0 option value for Tanous; the shift to all-cash compensation in FY2024 vs cash+options in FY2023 reduces equity-based alignment year-over-year. Monitoring future equity grant practices is prudent.

• Related-party and conflicts

  • Company discloses Red Oak cooperation agreements and related director nominations/standstill; no related-party transactions disclosed for Mr. Tanous.
  • Corporate Governance Committee oversees periodic conflict reviews; Tanous serves on that committee.

Director Compensation Structure Details

• Standard director pay since Oct 1, 2022: $12,500 cash per quarter; committee chair add $1,875 per quarter; plus annual grant of 50,000 fully vested NQ options at grant-date close (FY2024 table shows no option value for Tanous; FY2023 option award value was $55,600).

Board Process and Policies (relevant to governance quality)

• Clawback policy adopted Nov 30, 2023 (applies to executive officers for incentive-based comp on restatement); demonstrates broader governance posture though not directly applicable to directors.
• Insider trading policy in place and filed with 2024 10-K (Exhibit 19.1).
• Director selection and independence assessments administered via Nominating and Corporate Governance Committees; Tanous sits on both.

RED FLAGS to track: explicit anti-hedging prohibition for directors not stated; historical affinity with CEO (MPS Group); ensure continuing independence and robust Audit Committee functioning amid auditor transition (FORVIS to Cherry Bekaert in FY2024).