William Isaac
GEE GroupAbout William Isaac
William Isaac (age 81) has served as an independent director of GEE Group (JOB) since June 2015. He is Chairman of Secura/Isaac Group (Advisory, Technologies, Talent) and a former Chairman of the FDIC during the 1980s banking crisis, with deep regulatory, financial services, and boardroom experience. He holds a B.B.A. from Miami University and a J.D. from The Ohio State University, and is recognized for audit/financial expertise at the board level .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Deposit Insurance Corporation (FDIC) | Chairman; previously Board member | Chairman 1980–1985; Board member from 1978 | Led resolution during 1980s banking/S&L crises; chaired FFIEC; served on Depository Institutions Deregulation Committee and VP’s Task Group |
| Secura Group | Founder/Chairman (consulting) | Founded post-1985; sold in 2008 | Built leading financial consulting platform; later integrated into other businesses |
| Fifth Third Bancorp | Chairman of the Board | Not disclosed | Oversight of major U.S. bank; board leadership |
| FTI Consulting | Senior Managing Director | 2011–2019 | Senior advisory leadership in financial services |
| Arnold & Porter | Senior Partner (earlier career) | Left firm in 1993 | Corporate/banking law expertise; Secura equity purchase from firm |
| First Kentucky National Corp. | VP, General Counsel & Secretary | Pre-1978 | Financial sector legal leadership (First National Bank of Louisville; First Kentucky Trust) |
| TSYS (now Global Payments), TransUnion, Amex Bank, The Associates, MPS Group | Director (prior boards) | Not disclosed | Payments, credit reporting, finance, staffing industry exposure |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Secura/Isaac Group (Advisory, Technologies, Talent) | Chairman | Current; three-branch platform |
| Emigrant Bank; New York Private Bank & Trust | Director | Current; both owned by Howard Milstein family |
| Sarasota Private Trust; Cleveland Private Trust | Chairman | Current; owned by Howard Milstein family |
Board Governance
- Classification and tenure: Classified board (three classes, staggered terms). Isaac is a Class I director (term expiring at 2026 Annual Meeting) .
- Independence: Board determined Isaac is independent under NYSE American standards; serves as audit committee “financial expert” per SEC/NYSE definitions .
- Committee memberships: Audit; Nominating; Mergers & Acquisitions (Chair); Corporate Governance (Chair) .
- Committee meeting cadence FY2024: Audit (6); Compensation (2); M&A (1); Corporate Governance (0); Nominating (0) .
- Board activity and attendance FY2024: Board met 9 times with 2 unanimous written consents; no director attended less than 75% of board/committee meetings; all directors attended the 2024 Annual Meeting except one traveling .
- Lead Independent Director: Thomas Vetrano appointed July 5, 2023; role includes executive session leadership, CEO evaluation and succession planning .
Fixed Compensation
| Component | Structure | FY2024 Amount (Isaac) |
|---|---|---|
| Board cash retainer | $12,500 per quarter for non-executive directors | $50,000 |
| Committee chair fees | $1,875 per quarter per chair | $15,000 (chairs of M&A and Corporate Governance) |
| Meeting fees | Not disclosed beyond quarterly retainers | Not disclosed |
| Total cash | Retainer + chair fees | $65,000 |
| Option grants (policy) | 50,000 NQ options annually, fully vested at grant, strike = closing price | Policy disclosed; FY2024 table shows no option awards recorded |
Performance Compensation
| Element | Terms | FY2024 Detail |
|---|---|---|
| Equity awards (options) | Annual grant of 50,000 fully vested NQ options to non-executive directors, strike at date-of-grant close | FY2024 Director Compensation table shows no stock option awards recognized for any director, including Isaac |
| RSUs/PSUs | Not disclosed for directors | None disclosed |
| Performance metrics in director pay | Revenue/EBITDA/TSR/ESG linkages | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Emigrant Bank; New York Private Bank & Trust | Director | Private | Financial services boards; no related-party transactions with JOB disclosed |
| Sarasota Private Trust; Cleveland Private Trust | Chairman | Private | Same ownership (Milstein family); no JOB related-party transactions disclosed |
| TSYS (now Global Payments), TransUnion, Amex Bank, The Associates, MPS Group | Prior director | Public (TSYS, TransUnion, MPS Group) | Historical board experience; no current interlocks disclosed |
Expertise & Qualifications
- Designated audit committee “financial expert”; multi-decade regulatory and banking oversight experience (FDIC, FFIEC) .
- Deep transactional governance: Chairs M&A and Corporate Governance Committees; experience across consulting and bank boards .
- Legal credentials and corporate governance leadership (J.D.; prior senior legal roles and law firm partnership) .
Equity Ownership
| Holder | Shares Owned (Direct) | Options (Exercisable) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| William Isaac | 243,987 | 377,500 | 621,487 | <1% (asterisked in proxy table) |
- Vested vs unvested: Options listed are vested; no unvested director RSUs for Isaac disclosed .
- Pledging/Hedging: No pledging disclosed; company imposes trading preclearance/blackouts but does not have a written policy specifically prohibiting NEO hedging; director-specific hedging prohibition not explicitly stated .
Governance Assessment
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Strengths:
- Independent director designated “financial expert” on Audit Committee; chairs M&A and Corporate Governance committees, central to strategic transactions and governance oversight .
- Strong attendance record at board/committee level (no director under 75%); active audit oversight (6 meetings) .
- Robust committee architecture and clear Lead Independent Director responsibilities, supporting board effectiveness .
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Risks/Watch items:
- Corporate Governance and Nominating Committees did not meet in FY2024, which may signal lower cadence of formal governance and refresh discussions despite Isaac’s chair role on Governance (context may mitigate if work occurred via unanimous consents) .
- Hedging policy does not explicitly prohibit hedging by named executive officers; director-specific prohibition not stated, which is below some best-practice standards for alignment (though blackout/preclearance exist) .
- Activist cooperation agreement (Red Oak) previously influenced board composition and committee assignments; while stabilized, it underscores ongoing shareholder attention to strategy and governance processes .
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Related-party exposure: No transactions involving Isaac disclosed; cooperation agreements were with Red Oak and Waterfield (another director), not Isaac .
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Compensation alignment for directors: Cash-only compensation recognized in FY2024 for Isaac (retainer + chair fees); policy contemplates annual option grants but none were recorded in FY2024, reducing equity-linked alignment this period .
RED FLAGS
- Nominating and Corporate Governance Committees recorded zero meetings in FY2024 despite Governance’s expansive remit; monitor FY2025 cadence and outputs .
- Lack of explicit hedging prohibition for insiders is weaker than leading practices; confirm director-level restrictions beyond blackout/preclearance .