Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2020, the Board of Directors (the "Board") of GEE Group, Inc. (the
"Company") appointed Messrs. Carl Camden, Matthew Gormly and Thomas Vetrano to
serve as members of the Board, effective immediately.
Carl Camden, the former president and chief executive officer and director of
global staffing giant Kelly Services® (NASDAQ: KELYA, KELYB) ("Kelly") from
February 2006 to May 2017, is a recognized leader in the use of contingent
on-demand labor, talent management and how companies can adapt and succeed in
the "gig economy". He is currently President of IPSE - The Association of
Independent Professionals and the Self-Employed. Mr. Camden has been a senior
executive for companies in various industries and served as a tenured university
professor. In addition, Mr. Camden serves on the Board of Trustees of The
Conference Board, as well as Co-Chair of the Policy & Impact Committee for the
Committee for Economic Development. He also serves on the Board of Directors of
TopBuild, a leading installer and distributor of insulation products in the U.S.
construction industry. Previously he has served on the board of directors for a
regional branch of the Federal Reserve Bank of Chicago, the Labor Advisory
Council for the Federal Reserve Bank, the Advisory Committee on Employee Welfare
and Pension Benefits (ERISA Advisory Council) and the Board of Visitors of Duke
University Fuqua School of Business. Mr. Camden was also a member of the Board
of Trustees for the University of Detroit Mercy, the Detroit Medical Center
Board and the Detroit Chamber Board. He has served on the American Staffing
Association's Board of Directors, and received awards from international
workforce agencies for his significant contributions to improving the workforce
development system. Carl has been featured in Business Week, The New York Times,
Bloomberg, CNBC and numerous other media on topics ranging from labor force
dynamics to health care reform. Mr. Camden has a bachelors degree and a PhD.
Matthew Gormly is a Founder and Managing Partner of ReynoldsGormly & Co, LLC
("ReynoldsGormly"), where he is responsible for origination and execution of
capital markets opportunities and firm general management. Prior to
ReynoldsGormly, Mr. Gormly played a leadership role in the growth and evolution
of Wicks Capital Partners ("Wicks"), as a Managing Partner for 17 years before
departing the firm in 2016. At Wicks, Mr. Gormly focused his energy on
originating, acquiring, managing, growing and divesting its portfolio of control
buyout investments. Mr. Gormly has extensive experience in all aspects of the
investment process including developing investment theses, origination,
acquisitions, strategic planning and divestitures. Additionally, Mr. Gormly was
responsible for all financing activities, including acquisitions, add-ons,
leveraged recaps and refinancing's of portfolio companies. Previously, Mr.
Gormly was a Managing Director at BCI Advisors, a middle market growth equity
and control buyout investment firm where he was responsible for originating new
investments, arranging financing for transactions and managing those investments
through the sale processes. Mr. Gormly has been on the board of directors of
over 25 companies spanning a 30-year period and has been responsible for over
$1.5 Billion in financings for acquisitions, leveraged recaps, and re-financings
over the course of his career. Mr. Gormly holds a B.A.and an MBA.
Thomas Vetrano has over 35 years of international business experience assisting
various corporations, private equity firms and financial institutions in
identifying and resolving complex business and operational issues associated
with acquisitions and divestitures in addition to regulatory compliance and
litigation matters. An internationally recognized expert in merger and
acquisition, due diligence, he has directed a multitude of businesses in the due
diligence process in support of over 500 global transactions across a wide range
of industries and sectors. Mr. Vetrano was responsible for all Ramboll
Environment and Health ("REH") global business operations, including financial
performance; strategic planning; finance and accounting; enterprise risk
management; human resources; information technology and marketing and
communications from 2014 to 2019. He participated in a management-led buyout of
ENVIRON from its public company owner in 1999. During his executive leadership
from 2004 to 2014, ENVIRON, a leading employee-owned environmental and health
consultancy, grew from less than $100 million to over $300 million in revenue,
expanding from 300 employees in the US and UK to over 1,600 employees in 25
countries. Following his direction of the sale of ENVIRON to REH in 2014, Mr.
Vetrano was responsible for the overall post-merger business integration and was
appointed to the REH senior global leadership team. Mr. Vetrano has been a
chairman or speaker at numerous business conferences and seminars and has
authored/co-authored publications on due diligence, environmental auditing, cost
recovery litigation support, and related subjects. Mr. Vetrano served as a
member of the REH Board of Directors, as well as numerous REH international
statutory and governance Boards, from 2014 through 2019. He also served on the
ENVIRON Board of Directors from 2000 through 2014 in both elected and appointed
positions. During his board tenure, Mr. Vetrano chaired or served on the ethics,
equity, executive compensation, and valuation committees. Mr. Vetrano has also
served on the boards of several private, educational, and charitable
organizations. Mr. Vetrano holds a bachelors degree and a masters degree.
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Messrs. Carl Camden Matthew Gormly and Thomas Vetrano have no family
relationship with any of the executive officers or directors of the Company.
There have been no transactions in the past two years to which the Company or
any of its subsidiaries was or is to be a party, in which Messrs. Carl Camden,
Matthew Gormly and Thomas Vetrano had, or will have, a direct or indirect
material interest.
On March 30, 2020, Dr. Arthur B. Laffer resigned as a member of the Board of the
Company, effective immediately. Dr. Laffer also ceased to be a member of the
Audit Committee, the Compensation Committee and Nominating Committee of the
Board. Dr. Laffer's resignation did not involve a disagreement with the Company
on any matter relating to the Company's operations, policies or practices and
was due to his time commitment related to his economic advisory
responsibilities.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release issued by GEE Group Inc. dated April 3, 2020.
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