Star Equity Fund Amends 13D to Challenge GEE Group Executive Compensation Amid Sale Process

Star Equity Fund, LP, along with affiliated entities and Jeffrey E. Eberwein, filed an amended Schedule 13D reporting a 5.4% stake in GEE Group Inc. (JOB), representing 5,969,762 shares. This filing serves as an activist escalation following Star Equity's previous calls for a sale of the company. On April 29, 2026, the filer issued a press release criticizing the "value-destroying" employment agreements of GEE Group’s top executives, including CEO Derek Dewan. Star Equity contends that the 2023 agreements contain excessive severance packages and anti-shareholder change-in-control (CIC) provisions—estimated at over $8 million—that impede a competitive sale process. The filer specifically targeted the unlimited tax gross-up provisions and the low 20% ownership threshold that triggers these payments. Star Equity is demanding that the Board renegotiate these contracts to remove impediments to maximizing shareholder value during the strategic alternative evaluation process currently being assisted by Roth Capital Partners. The group remains ready to engage constructively but insists on governance reforms to facilitate a clean sale.