Thomas Vetrano
GEE GroupAbout Thomas Vetrano
Thomas Vetrano (age 64) has served on GEE Group Inc.’s Board since March 2020 and was appointed Lead Independent Director on July 5, 2023. He is an accomplished executive with 40+ years of international experience in environmental, health, safety, and sustainability, including senior leadership roles at ENVIRON and Ramboll (REH), and holds a B.S. in Environmental Science from Rutgers University (cum laude, 1982) and an M.S. in Environmental Engineering/Toxicology from NJIT with the EXXON Graduate Fellowship (1984) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ramboll Environment & Health (REH) | President & Managing Director of $450M division | 2014–2019 | Led global ops across 25 countries; strengthened financial performance and growth |
| ENVIRON Holdings, Inc. | COO & Secretary; management buyout participant | 1998–2014 | Grew from 300 to 1,500 employees; revenues tripled to >$300M; led post-merger integration after sale to REH |
| Kroll Associates | Managing Director & VP, Environmental Services | Prior to ENVIRON | Senior leadership experience in environmental services |
| Fred C. Hart Associates / McLaren-HART | Practice Leader & West Coast Regional Manager | Prior to Kroll | Regional leadership and practice development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Inframark LLC | Director; Chair of Risk Committee | Current | Private water infrastructure services; risk oversight |
| Locus Fermentation Solutions | Director; Chair of Compensation Committee | Current | Private biotech; compensation oversight |
| Cumming Group | Director | Current | Private project management firm |
| The First Tee of the Virginia Blue Ridge | Chairman of the Board | Current | Non-profit youth development |
| Smarter Sorting | Director (prior) | Prior | Former directorship |
| Daybreak LLC | Advisory Board Member (prior) | Prior | Advisory role |
| Public company boards | None disclosed | — | No other current public board seats disclosed |
Board Governance
- Committee assignments: Compensation Committee (Chair), Nominating Committee member; Lead Independent Director .
- Independence: The Board determined Vetrano is independent under NYSE American standards; he serves as Lead Independent Director .
- Lead Independent Director responsibilities: liaison between independent directors and Chair/CEO; presides at independent sessions; leads CEO evaluation and succession planning; facilitates board self-assessment; shareholder/stakeholder engagement .
- Attendance: The Board held nine meetings and executed two unanimous consents in FY2024; no director attended less than 75% of total Board and committee meetings; at the 2024 Annual Meeting, all directors attended except one traveling overseas .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $12,500 per quarter | FY2024 | Standard for non-executive directors |
| Committee chair fee | $1,875 per quarter | FY2024 | Paid to non-executive committee chairs |
| Options (policy) | 50,000 options annually | Ongoing policy | Fully vested at grant; strike = closing price on grant date |
| Thomas Vetrano – Cash fees | $65,000 | FY2024 | Total cash fees paid; no equity granted in FY2024 per table |
Performance Compensation
| Metric/Instrument | Structure | FY2024 Outcome | Notes |
|---|---|---|---|
| Director equity (options) | Annual non-qualified stock options, fully vested at grant | $0 option awards recorded | Despite stated policy, FY2024 director compensation table shows no option or restricted stock awards for all non-employee directors |
| Performance linkage | None disclosed for directors | N/A | Director compensation is retainer/chair fees; no performance-related metrics for directors disclosed |
Other Directorships & Interlocks
| Entity | Type | Interlock/Conflict |
|---|---|---|
| Inframark LLC; Locus Fermentation Solutions; Cumming Group; The First Tee of the Virginia Blue Ridge | Private companies/non-profit | No related-party transactions disclosed with JOB |
| Activist/Shareholder arrangements | Red Oak Cooperation Agreement; Waterfield letter agreement | Board expanded; Lead Independent maintained; Red Oak standstill; no Vetrano-specific related-party agreement |
Expertise & Qualifications
- Internationally recognized M&A due diligence leader; directed EHS/sustainability diligence for 500+ transactions .
- Senior P&L leadership across global consulting businesses; governance committee experience (Ethics, Equity, Compensation, Finance, Governance, Risk, Valuation) .
- Academic credentials: Rutgers B.S. (cum laude), NJIT M.S. (EXXON Graduate Fellowship) .
Equity Ownership
| Holder | Direct/Common Shares | Vested Options | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Thomas Vetrano | 108,000 | 175,000 | 283,000 | <1% | As of July 29, 2025; address c/o GEE Group |
Governance Assessment
- Strengths:
- Independent director with robust governance and compensation oversight; currently Chair of Compensation Committee and Lead Independent Director, strengthening board checks and CEO evaluation/succession planning .
- Board independence affirmed; committee memberships meet NYSE/SEC independence standards; audit committee members deemed “financial experts” (Vetrano is not on Audit) .
- Compensation Committee utilizes independent consultants; independence assessed, no conflicts identified; formal AICP for executives implemented (demonstrates governance rigor, though executive-focused) .
- Attendance/engagement satisfactory: no director below 75% meeting attendance in FY2024; broad committee coverage across governance, M&A, audit, nominating, compensation .
- Potential investor considerations:
- Director equity grant policy stipulates annual options, but FY2024 table shows zero option awards to directors (including Vetrano); alignment relies on previously vested options and direct holdings—investors may wish to confirm timing/execution of stated option grants versus actual awards .
- Company hedging policy requires preclearance/blackouts but does not specifically prohibit hedging for named executives; while federal short-selling prohibitions apply, explicit anti-hedging language for executives is not present; directors are covered by insider trading policy but policy design merits monitoring from an alignment perspective .
- Activist-related cooperation agreements and conditional resignation terms for other directors (Sandberg/Waterfield) highlight recent shareholder engagement dynamics; board retained Lead Independent Director role, which supports governance continuity .
- Red flags:
- None disclosed for Vetrano on related-party transactions, pledging, or legal proceedings; no loans or RPTs tied to him; no attendance shortfalls noted .