Star Equity Fund, which holds a 5.4% stake in GEE Group Inc. (NYSE American: JOB), called on the staffing company to modify executive employment agreements that it claims contain excessive severance and change-in-control provisions.

The investment fund estimates that a change in control under the 2023 employment agreements for CEO Derek Dewan, CFO Kim Thorpe, and COO Alex Stuckey would trigger payments of at least $8 million to the three executives. Star Equity Fund stated this represents approximately 35% of GEE Group's unaffected market capitalization.

GEE Group's board approved the employment agreements on March 30, 2023, according to the press release. Star Equity Fund noted that prior to its January 2026 press release, GEE Group's stock price had declined 58%, 82%, and 96% over the previous three, five, and 10 years, respectively.

The 2023 agreements include provisions for lump sum cash severance equal to three times the sum of base salary plus maximum target cash bonus upon a change in control. The agreements also contain unlimited tax gross-up provisions requiring the company to pay the full 20% excise tax burden on excess parachute payments.

Star Equity Fund highlighted that the change-in-control definition includes acquisition of more than 20% of GEE Group's stock by any individual or group, or the sale of more than 20% of assets. The definition also encompasses situations where incumbent board members cease to constitute at least two-thirds of a board majority.

GEE Group previously announced it hired Roth Capital Partners to evaluate strategic alternatives following Star Equity Fund's March 2026 recommendation for a sale process. Star Equity Fund stated the current executive agreements could impede a value-maximizing sale process.

Star Equity Fund is managed by Star Equity Holdings Inc. (NASDAQ: STRR), a diversified holding company with operations in building solutions, business services, energy services, and investments.