Item 8.01 Other Events The audit committee (the “Audit Committee”) of GEE Group Inc. (the “Company”) (NYSE American: JOB) was recently made aware of the existence of an Executive Employment Agreement dated April 27, 2023 between the Company and Allison Dewan, naming Ms. Dewan as the Company’s Vice President of Corporate Development (the “AD Employment Agreement”). Ms.…
GEE Group Inc. is a provider of specialized staffing solutions and is the successor to employment offices doing business since 1893. The Company provides professional staffing services and solutions in information technology, engineering, finance and accounting specialties through the names of Access Data Consulting, Agile Resources, Omni-One, GEE Group Columbus, Hornet Staffing and Paladin Consulting. Also, in the healthcare sector, GEE Group, through its Scribe Solutions brand, staffs medical scribes who assist physicians in emergency departments of hospitals and in medical practices by providing required documentation for patient care in connection with electronic medical records (EMR). The Company provides contract and direct hire professional staffing services through the following SNI brands: Accounting Now®, SNI Technology®, Legal Now®, SNI Financial®, Staffing Now®, SNI Energy®, and SNI Certes.
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
The audit committee (the “Audit Committee”) of GEE Group Inc. (the “Company”) (NYSE American: JOB) was recently made aware of the existence of an Executive Employment Agreement dated April 27, 2023 between the Company and Allison Dewan, naming Ms. Dewan as the Company’s Vice President of Corporate Development (the “AD Employment Agreement”). Ms. Dewan is the daughter of Derek Dewan, the Company’s Chairman and Chief Executive Officer. The existence and terms of the AD Employment Agreement have not previously been disclosed in the Company’s filings with the Securities and Exchange Commission.
The Audit Committee is currently conducting an independent inquiry into the AD Employment Agreement, including, but not limited to, its origin and appropriate authorization, the applicable disclosure controls and procedures and internal controls over financial reporting governing the AD Employment Agreement, and whether the AD Employment Agreement was subject to disclosure as a related party transaction as the total annual (or annualized) value of all compensation (including perquisites and potential severance and change of control payments) paid or payable to Ms. Dewan pursuant to the terms of the AD Employment Agreement for each of the fiscal years since its inception exceeded $120,000.
The AD Employment Agreement provides for a five year term of employment ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Ms. Dewan of termination. The AD Employment Agreement provides for an initial base salary of $110,000 per year, which can be increased, but not decreased, in accordance with the Company’s compensation policies. Pursuant to the AD Employment Agreement Ms. Dewan is eligible to receive discretionary or target based bonuses and to participate in Company equity-based incentive compensation and benefit plans. The AD Employment Agreement also provides that Ms. Dewan shall receive and/or or shall be eligible to receive certain other perquisites. The AD Employment Agreement further contains termination, non-compete, non-solicitation and confidentiality provisions and provides for severance and change of control provisions that are comparable to those provided to the Company’s executive officers.