Upgrade to SI Premium - Free Trial

Form DEF 14A TrueBlue, Inc. For: May 15

April 4, 2024 4:19 PM

TABLE OF CONTENTS

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under Section 240.14a-12
TrueBlue, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials:
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


TABLE OF CONTENTS

Notice of 2024 Annual
Meeting of Shareholders
and Proxy Statement
Wednesday, May 15, 2024 at 8:00 a.m., Pacific Daylight Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/TBI2024

TABLE OF CONTENTS

Letter to Shareholders
Tacoma, Washington
April 4, 2024
Dear Shareholders:
On behalf of the board of directors and management of TrueBlue, Inc. (“TrueBlue,” “Company,” “we,” “us,” or “our”), it is a pleasure to invite you to TrueBlue’s 2024 Annual Meeting of Shareholders (“Meeting”). This year’s Meeting will be held in a virtual format through a live webcast at www.virtualshareholdermeeting.com/TBI2024 on Wednesday, May 15, 2024, at 8:00 a.m., Pacific Daylight Time (“PDT”). A recording of the Meeting will be available on the TrueBlue Investor Relations website after the Meeting. For further information on how to participate in the Meeting, please see the Information About the Meeting section in the proxy statement.
You may submit questions in writing during the Meeting. To submit a question during the Meeting, you must first join the Meeting with your 16-digit control number (“Control Number”). Your Control Number can be found next to the label for postal mail recipients or within the body of the email sending you the proxy statement. We intend to answer questions pertinent to Company matters as time allows at the question and answer session following the formal portion of the Meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. The Meeting webcast will begin promptly at 8:00 a.m. PDT. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 7:30 a.m. PDT, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Meeting, a technical assistance phone number will be made available on the Meeting’s registration page 15 minutes prior to the start time of the Meeting.
As in prior years, TrueBlue has elected to deliver our proxy materials to the majority of our shareholders over the internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving resources and lowering the cost of delivery. On or about April 4, 2024, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Proxy Notice”) containing instructions on how to access our 2024 proxy statement and 2023 Annual Report to shareholders for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). The Proxy Notice also provides instructions on how to vote online, by telephone, or by requesting and returning a proxy card, and includes instructions on how to receive a paper copy of the proxy materials by mail.
The matters to be acted upon are described in the Notice of Annual Meeting of Shareholders and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend, it is important that your shares be represented. Please vote online, by telephone, or by mail as soon as possible to ensure that your vote is counted. If you are a shareholder of record and attend the Meeting, you will have the right to vote your shares during the Meeting.
Very truly yours,
/s/ Jeffrey B. Sakaguchi
Jeffrey B. Sakaguchi
Board Chair
TrueBlue, Inc. 2024 Proxy Statement  P. 1

TABLE OF CONTENTS

Notice of 2024 Annual Meeting of Shareholders
TRUEBLUE, INC.
1015 A Street
Tacoma, Washington 98402
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
 
Date and Time:
May 15, 2024 at 8:00 a.m., Pacific Daylight Time
Location:
www.virtualshareholdermeeting.com/TBI2024
Record Date:
March 11, 2024
Voting:
Shareholders as of March 11, 2024, are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.
Voting Matters
Proposals*
Board Vote
Recommendation
Page
Reference for
More Information
1
Elect the directors named in the proxy statement
  • 8 of 9 nominees are independent
  • Diverse slate in terms of attributes, experience, and skills, including all 4 committees led by directors from underrepresented groups (by gender or race/ethnicity)
  • Robust Board oversight of Company strategy and risks
  • Proactive and evolving corporate governance practices
FOR
2
Advisory vote on our executive compensation
  • Program offers competitive total compensation opportunities to executives while aligned with shareholder interests
  • Executives are incentivized to focus on both short- and long-term Company performance
FOR
3
Approval of the Amendment and Restatement of the Company’s 2016 Omnibus Incentive Plan
  • Allows the Company to maintain a compensation policy that includes a balanced mix of cash and equity
  • Helps the Company compete more effectively for key employee talent
  • Aligns the long-term interests of employees and shareholders
FOR
4
Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2024
  • Independent firm with reasonable fees and strong geographic and subject matter expertise
  • Performance annually assessed by the Audit Committee
  • Served as independent registered public accounting firm since 2009
FOR
*Brokers cannot vote for Proposals 1, 2, or 3 without shareholders’ instructions on how to vote.
TrueBlue, Inc. 2024 Proxy Statement  P. 2

TABLE OF CONTENTS

Notice of 2024 Annual Meeting of Shareholders
Vote Right Away
Even if you plan to attend our 2024 Annual Meeting of Shareholders online, please read this proxy statement with care and vote right away using any of the methods below. In all cases, have your proxy card or voting instructions form in hand and follow the instructions.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be virtually held on May 15, 2024: Our proxy statement is attached. Financial and other information concerning TrueBlue is contained in our 2023 Annual Report. The proxy statement and our 2023 Annual Report are available on our website at investor.trueblue.com. Additionally, you may access our proxy materials and vote your shares at www.proxyvote.com.
By Order of the Board of Directors,
/s/ Todd N. Gilman
Todd N. Gilman
Corporate Secretary
Tacoma, Washington
April 4, 2024
TrueBlue, Inc. 2024 Proxy Statement  P. 3

TABLE OF CONTENTS

2023 Proxy Statement
Table of Contents
TrueBlue, Inc. 2024 Proxy Statement  P. 4

TABLE OF CONTENTS



TrueBlue, Inc. 2024 Proxy Statement  P. 5

TABLE OF CONTENTS

About TrueBlue
TrueBlue 2023 Business Highlights


Revenue
$1.9 billion
Adjusted EBITDA(1)
$29.0 million
Return of Capital
$33.9 million of common stock, 1,877,078 shares repurchased in 2023
10.1 million shares repurchased in the past five years, a 25% reduction in shares outstanding
Technology Developments
Successfully launched pilot for our new, proprietary version of JobStack, for our PeopleReady Brand.
(1)
Please see Appendix A to this proxy statement for a detailed definition and reconciliation of the non-generally accepted accounting principles (“non-GAAP”) financial measure to the most directly comparable GAAP financial measure.

TrueBlue, Inc. 2024 Proxy Statement  P. 6

TABLE OF CONTENTS

Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.


TrueBlue, Inc. 2024 Proxy Statement  P. 7

TABLE OF CONTENTS

Proxy Summary


TrueBlue, Inc. 2024 Proxy Statement  P. 8

TABLE OF CONTENTS

Proxy Summary


TrueBlue, Inc. 2024 Proxy Statement  P. 9

TABLE OF CONTENTS

Proxy Summary


Risk Ranking: Low
Risk Exposure: Low
Risk Management: Average
TrueBlue, Inc. 2024 Proxy Statement  P. 10

TABLE OF CONTENTS

DIRECTORS

PROPOSAL 1.
ELECTION OF DIRECTORS
The Nominees
The board of directors (the “Board”) has nominated the following persons for election as directors: Colleen B. Brown, William C. Goings, Kim Harris Jones, R. Chris Kreidler, Sonita Lontoh, Taryn R. Owen, Paul G. Reitz, Jeffrey B. Sakaguchi, and Kristi A. Savacool. The Board recommends a vote “FOR” each of the nominees. All directors other than Ms. Owen and Mr. Reitz were elected at the 2023 Annual Meeting of Shareholders. Mr. Reitz was appointed to the Board on August 11, 2023 as a recommendation from a third-party search firm, and Ms. Owen was appointed to the Board on September 12, 2023 in connection with her appointment to the role of President and Chief Executive Officer. The biographies of each of the nominees below contain information regarding the nominees’ service on the Board, business experience, and director positions held currently or at any time during at least the last five years. Each biographic summary is followed by a brief summary of certain experiences, qualifications, attributes, or skills that led the Corporate Governance and Nominating Committee (the “Governance Committee”) and the Board to determine that each nominee should serve as a director for the Company. The summaries do not include all of the experiences, qualifications, attributes, or skills of the nominees. General information regarding the nomination process is included in the Corporate Governance section under “Nominations for Directors.”
FOR
THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE
TrueBlue, Inc. 2024 Proxy Statement  P. 11

TABLE OF CONTENTS

Director Biographies
Colleen B. Brown
Independent

Age: 65

Director since:
June 2014

Committees:
Corporate
Governance (Chair
since June 2022),
Compensation, I&T
PROFESSIONAL HIGHLIGHTS
 • Former Director, President, and Chief Executive Officer of Fisher Communications, a public multimedia and technology company
 • Former CEO of Spark Networks (LOV), the fourth largest dating company in the world
 • Former founder and Managing Director of Marca Global, an internet technology company
 • Member of National Association of Corporate Directors (“NACD”), WCD, IWF, and C200
 • Henry Crown Fellow
 • Member of the Aspen Global Leadership Network at the Aspen Institute
 • Cyber certificate from Carnegie Mellon
CURRENT DIRECTORSHIPS
 • Big 5 Sporting Goods Corporation, public
 • Port Blakely, private
 • SpringRock Ventures, private
 • Delta Dental, nonprofit
PREVIOUSLY HELD DIRECTORSHIPS
 • Fisher Communications
 • Spark Networks SE (Board Chair)
 • American Apparel (Board Chair)
 • CareerBuilder
 • Classified Ventures
COMMUNITY INVOLVEMENT
 • Previously, Washington Roundtable, a nonprofit public policy organization representing major private sector employers throughout Washington State
 • Previously, United Way of King County
DIRECTOR QUALIFICATIONS
Ms. Brown brings extensive executive experience in strategic planning, operations, finance, and technology. Her leadership as a public company Chief Executive Officer, as well as a senior officer in two large media companies, is a valuable resource to the Company. As an NACD fellow, Ms. Brown is a champion of best practices in corporate governance.
William C. Goings
Independent

Age: 66

Director since:
April 2016

Committees: Compensation (Chair
since December 2020),
Corporate Governance,
I&T
PROFESSIONAL HIGHLIGHTS
 • Former Executive Vice President of TD Bank Group and President of TD Insurance
 • Former Senior Vice President and Chief Operating Officer at TD Insurance
 • Former senior leadership roles at Genworth Financial and GE Capital
 • Member of NACD
CURRENT DIRECTORSHIPS
 • Encore Capital Group, public
 • AARP Service Inc., private
 • Penn Mutual Insurance Company, private
COMMUNITY INVOLVEMENT
 • Former Independent Director, Vice Chair, Purcell Marian IB World School
DIRECTOR QUALIFICATIONS
Mr. Goings worked for global companies as a business unit Chief Executive Officer and in functional roles in strategic planning, international business development, e-business, and corporate banking. Mr. Goings brings extensive governance and relevant work experience to the Board, currently serving in director leadership positions on several boards, and prior broad business operating experience, strategic planning, leadership development, and a problem-solving, results-oriented approach.
TrueBlue, Inc. 2024 Proxy Statement  P. 12

TABLE OF CONTENTS

Director Biographies
Kim Harris Jones
Independent

Age: 64

Director since:
May 2016

Committees:
Audit (Chair since
March 2020), Corporate
Governance, I&T
PROFESSIONAL HIGHLIGHTS
 • Former Senior Vice President and Corporate Controller of Mondelez International
 • Former Senior Vice President and Corporate Controller at Kraft Foods, Inc.
 • Number of former positions at Chrysler LLC, most notably as Senior Vice President and Corporate Controller
CURRENT DIRECTORSHIPS
 • United Rentals Inc., public
 • Fossil Group, Inc., public
 • Consortium for Graduate Study in Management, finance committee
 • Harris-Jones Charitable Gift Foundation, President and Chairman, nonprofit
PREVIOUSLY HELD DIRECTORSHIPS
 • Ethiopian North American Health Professionals Association, nonprofit
COMMUNITY INVOLVEMENT
 • Member of the Executive Leadership Council.
DIRECTOR QUALIFICATIONS
Ms. Harris Jones has extensive management, financial, and business experience at large, complex corporations undergoing significant corporate growth and change. Her significant financial and board experience are valuable resources to the Board.
R. Chris Kreidler
Independent

Age: 60

Director since:
July 2020

Committees:
Corporate Governance,
Audit, I&T
PROFESSIONAL HIGHLIGHTS
 • Senior advisor to McKinsey & Company, a strategy and management consulting firm, 2016 - current
 • C-suite coach and mentor, 2019 - current
 • Former EVP and CFO of Sysco Corporation
 • Former EVP, CFO and Chief Customer Officer, C&S Wholesale Grocers
 • Multiple former senior leadership roles at Yum! Brands, Inc.
CURRENT DIRECTORSHIPS
 • Alyasra Foods, private
 • Special Advisor to the board of directors of Soul Foods, private
PREVIOUSLY HELD DIRECTORSHIPS
 • BradyIFS, private
 • Aimia Inc. (Chairman of the Audit Committee), public
 • Wok Holdings, private
 • P.F. Chang’s China Bistro, private
COMMUNITY INVOLVEMENT
 • Member of the Board of Advisors for the Jones Graduate School of Business at Rice University
DIRECTOR QUALIFICATIONS
Mr. Kreidler’s service as a former financial executive with domestic and international experience and with deep strategic planning, operational, and transactional expertise provides a valuable resource to the Company. His extensive board experience provides the Company with insights to develop creative solutions for complex business issues and focus on delivery of desired strategic outcomes that create high shareholder, organizational, and client value.
TrueBlue, Inc. 2024 Proxy Statement  P. 13

TABLE OF CONTENTS

Director Biographies
Sonita Lontoh
Independent

Age: 48

Director since:
October 2021

Committees:
Corporate Governance,
Audit, I&T
PROFESSIONAL HIGHLIGHTS
 • CMO, Personalization, 3D Printing & Digital Manufacturing at HP Inc., a global technology company, 2018-2022
 • Former senior executive, Digital Grid at Siemens AG, a global leader in automation and digitalization solutions
 • Former senior executive in technology, innovation and marketing at Trilliant Inc., a global provider of IoT solutions
 • Various former leadership roles in strategy, innovation, and climate at PG&E, one of the largest energy providers in the United States
 • NACD directorship-certified
 • NACD Climate Governance certification
 • Digital Directors’ Networks cybersecurity-certified
 • Stanford Directors’ College certifications
 • Inducted into U.S. Asian Hall of Fame
 • Inducted into the U.S. Women in Manufacturing Hall of Fame
 • Named as one of the Top 30 AAPI Board Directors by Board Prospect
 • Named as one of the Directors to Watch by Directors & Board magazine
 • Named as the Most Influential Women in Business by San Francisco Business Times
CURRENT DIRECTORSHIPS
 • Sunrun Inc., public
 • Advisory Board of the Jacobs Institute of Design Innovation at the University of California Berkeley
 • NACD Blue Ribbon Commissioner on board culture
 • NACD/WEF/CGI Climate Advisory Council
COMMUNITY INVOLVEMENT
 • Previously, mentor for the U.S. State Department’s TechWomen program
DIRECTOR QUALIFICATIONS
Ms. Lontoh brings deep expertise in digital transformation, customer experience, global marketing, and innovation. Her leadership experience at both innovative, high-growth businesses at large, global Fortune 100 companies, and at entrepreneurial, venture-backed Silicon Valley technology companies, provides valuable insight, foresight, and perspective to the Company’s digital and growth strategies.
Taryn R. Owen
Not Independent

Age: 45

Director since:
September 2023

Committees: I&T
PROFESSIONAL HIGHLIGHTS
 • President and Chief Executive Officer and Director of the Company, September 2023 - current
 • President and Chief Operating Officer of TrueBlue September 2022 - September 2023, continuing as President of PeopleReady and PeopleScout
 • Executive Vice President of TrueBlue and President of PeopleReady and PeopleScout, October 2021 - September 2023
 • Executive Vice President and President of PeopleReady, December 2019 - October 2021
 • Executive Vice President and President of PeopleScout, 2014-2019
 • Former Senior Vice President of Global Operations and as Vice President of Client Delivery at PeopleScout
 • Former Operations Director at Randstad Sourceright Solutions, where she led global RPO engagements
PREVIOUSLY HELD DIRECTORSHIPS
 • Member of the Board of Advisors of HRO Today
 • Member of the Human Capital Industry Advisory Board for Wharton’s Center for Human Resources
DIRECTOR QUALIFICATIONS
Ms. Owen has more than 25 years of staffing and talent acquisition experience, including 14 years at the Company. She has led TrueBlue through significant periods of growth, was instrumental in its pandemic response and recovery, spearheaded its digital transformation strategies, and successfully led several acquisitions and substantial international expansion. Ms. Owen has been recognized for her industry leadership, including annual appearances on the Staffing Industry Analysts’ (SIA) Staffing 100 and Global Power 150.
TrueBlue, Inc. 2024 Proxy Statement  P. 14

TABLE OF CONTENTS

Director Biographies
Paul G. Reitz
Independent

Age: 51

Director since:
August 2023

Committees:
Corporate Governance,
Audit, I&T
PROFESSIONAL HIGHLIGHTS
 • President, CEO, and Director of Titan International, Inc., a publicly traded, global leader in off-road tires, wheels, and undercarriages serving the agriculture, construction, and earthmoving industries, January 2017 - current
 • President of Titan International Inc., January 2014 - January 2017
 • Former Chief Financial Officer of Titan International Inc.
 • Former Chief Accounting Officer at Carmike Cinemas
 • Former leadership roles at McLeodUSA Publishing, Yellow Book USA Inc., and Deloitte
CURRENT DIRECTORSHIPS
 • Titan International, Inc., public
PREVIOUSLY HELD DIRECTORSHIPS
 • Wheels India LTE, public
DIRECTOR QUALIFICATIONS
Mr. Reitz’s service as a public company Chief Executive Officer with domestic and international experience provides a valuable resource to the Company. He brings to the Board extensive public company executive experience in global strategy development and execution, operations, and finance. Mr. Reitz’s significant leadership expertise in improving global operating efficiency, performance, and financial health is a valuable resource to the Company.
Jeffrey B. Sakaguchi
Independent

Age: 62

Director since:
December 2010

Board Chair since:
June 2022

Committees:
Corporate Governance,
Audit, I&T
PROFESSIONAL HIGHLIGHTS
 • President and Chief Operating Officer of Evolution Robotics Retail, Inc.
 • Leadership roles with Accenture and McKinsey & Company, global management consulting firms
 • NACD Leadership Fellow
 • NACD directorship-certified
 • Educational Counselor for Massachusetts Institute of Technology
CURRENT DIRECTORSHIPS
 • Eccentex, Inc., a privately held early-stage software company
 • ThinkIQ, Inc., a privately held early-stage software company
PREVIOUSLY HELD DIRECTORSHIPS
 • Founding board member of ACT Holdings, Inc.
 • Advisory board member of Habla.AI
 • Chairman of the board of directors of Neah Power Systems, Inc. (renamed XNRGI, Inc.)
COMMUNITY INVOLVEMENT
 • Member and former Chairman of the Board of Directors of the Los Angeles Region American Red Cross and member and former Chairman of their National Philanthropic Board
DIRECTOR QUALIFICATIONS
Mr. Sakaguchi’s experience in several leadership roles is valuable to the Board’s efforts in overseeing the Company’s performance improvement and market share growth initiatives. His background and expertise in emerging technology, start-ups, and strategy provides valuable guidance to the Company’s strategic, innovative, and technological efforts. His experience provides a valuable resource to the Company.
TrueBlue, Inc. 2024 Proxy Statement  P. 15

TABLE OF CONTENTS

Director Biographies
Kristi A. Savacool
Independent

Age: 64

Director since:
July 2018

Committees:
I&T (Chair since
June 2022), Corporate
Governance, Compensation
PROFESSIONAL HIGHLIGHTS
 • Former Chief Executive Officer of Aon Hewitt, the global human resources solutions business of Aon plc.
 • Several former senior executive management positions at The Boeing Company in the areas of information technology (as Chief Information Officer for Commercial Airplanes), operations, and business services
CURRENT DIRECTORSHIPS
 • Ascension Inc., private
 • RxBenefits, Inc., private
 • Escuela Adelante, nonprofit
 • HealthQuest Capital’s Board of Advisors, nonprofit
PREVIOUSLY HELD DIRECTORSHIPS
 • Private Health Management, Inc., private
 • Springbuck, Inc., private
 • United Way of King County in Seattle, Washington
 • Trustee for DePaul University
 • Midtown Educational Foundation in Chicago, Illinois
 • Board of Court Appointed Special Advocates of Lake County, Illinois
COMMUNITY INVOLVEMENT
 • Former executive member of the Center for Corporate Innovation, Fortune 1000 health care CEO roundtable
DIRECTOR QUALIFICATIONS
Ms. Savacool has extensive financial, management, and business experience in professional services and large scale, global operations. Her invaluable experience as a public company business unit Chief Executive Officer in the human resource and outsourcing industry provides valuable guidance to the Company.
TrueBlue, Inc. 2024 Proxy Statement  P. 16

TABLE OF CONTENTS

CORPORATE GOVERNANCE

Leadership Structure
The board of directors (the “Board”) of TrueBlue, Inc. (“TrueBlue,” “Company,” “we,” “us,” or “our”) has divided the Company’s leadership among three directors:
Taryn R. Owen serves as Chief Executive Officer (the “CEO”);
Jeffrey B. Sakaguchi serves as Chair of the Board (the “Board Chair”); and
Colleen Brown serves as Chair of the Corporate Governance and Nominating Committee (the “Governance Committee”).
The Board has appointed different individuals to fulfill the roles of the Board Chair and the CEO for over 20 years. The Board believes that it is in the best interest of the shareholders and an efficient allocation of the time and responsibilities for Company leadership to separate these roles. The key duties and responsibilities of the Board Chair and the Chair of the Governance Committee are set forth in the tables below. When the Board Chair is not an independent director, we have appointed a lead independent director to ensure independent leadership of the Board when such independence was necessary or advisable for the Board.
Key Duties and Responsibilities
Board Chair
Plans the Board meeting calendar.
Proposes the agenda for meetings of the Board and shareholders, with input from the CEO and other directors.
Presides at meetings of the Board and the shareholders except where the Board Chair has a conflict or elects to delegate such responsibility to another director.
Maintains effective communications between the Board and the CEO
Chair of Governance Committee
Presides at meetings of the Board and the shareholders in the absence of the Board Chair.
Leads the Governance Committee in discharging such responsibilities as may be established in its charter including without limitation:
the annual evaluation processes for the CEO, the Board, and Board committees;
the identification, review, and proposal of nominees (including the nomination of existing directors) to the Board;
changes in the composition of the Board’s committees; and
the CEO succession planning process.
Identifies, communicates, and reviews existing and new governance requirements, proposals, and trends.
Undertakes such other matters as may be delegated to the Chair of the Governance Committee by the Board Chair.
TrueBlue, Inc. 2024 Proxy Statement  P. 17

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Director Independence
The Board affirmatively determines the independence of each director and nominee for election as a director in accordance with criteria set forth in the Company’s Corporate Governance Guidelines (the “Guidelines”), which include all elements of independence set forth in the New York Stock Exchange (“NYSE”) listing standards and related U.S. Securities and Exchange Commission (“SEC”) Rules and Regulations. At a regularly scheduled portion of each Board meeting or as part of the Governance Committee meetings, the independent directors meet in executive session without management or any non-independent directors present. Independent directors have no material relationship with the Company, except as directors and shareholders of the Company.
As reported in last year's proxy statement, Steve Cooper served as a director in 2023, and the Board determined that he was not independent because he also served as CEO of the Company during that time.
Based on the aforementioned standards, at its meeting held on March 13, 2024, the Board made the independence determinations for each of our directors:
Name
Tenure
Independent
Colleen B. Brown
10 years
Yes
William C. Goings
8 years
Yes
Kim Harris Jones
8 years
Yes
R. Chris Kreidler
4 years
Yes
Sonita Lontoh
2 years
Yes
Taryn R. Owen
1 year
No(1)
Paul G. Reitz
1 year
Yes
Jeffrey B. Sakaguchi
13 years
Yes
Kristi A. Savacool
6 years
Yes
(1)
Based on the NYSE rules, the Board determined that Ms. Owen is not independent because she is the CEO of the Company.
By having a majority of independent directors serve on the Board, there are several key benefits to the Company which are set forth in the table below.
Key Duties and Responsibilities
Independent Directors
Bring an objective view in balancing the concerns of interested parties and ensure the Board acts in the best interests of the Company on issues such as strategy, performance, risk management, resources, key appointments, and standards of conduct.
Safeguard and balance the concerns of all stakeholders.
In situations of conflict between management and shareholders’ concerns, aim towards the solutions which are in the best interest of the Company.
Establish suitable levels of compensation for the CEO and executive vice presidents.
Chair the Audit, Compensation, and Governance Committees.
Create a process of checks and balances on management and other directors.
Create an environment for innovation.
Risk Assessment
Enterprise risk management is an integral part of our business processes and the Company has an enterprise risk management (“ERM”) program to integrate risk responsibilities within the current management structure. Specific risks are assigned to the Board’s committees and business area experts. The most significant risks are regularly discussed with the Board as part of its active oversight of risks that could affect the Company. Risks are delegated among the committees based on the expertise of each committee. Each committee and the Board discuss specific risks with management throughout the year, as appropriate. The Board believes the administration of this risk oversight function does not negatively affect the Board’s leadership structure.
The Board exercises an oversight role with respect to the most significant risks facing our Company and maintains responsibility for certain risks, while designating the Audit Committee with the primary responsibility for overseeing the Company’s ERM program and process. Management provides the Board with periodic reports on the Company’s risk and ERM program findings. The Audit Committee has responsibility to periodically review the Company’s guidelines, policies, and procedures to assess and manage risk exposure.
The individual committees also consider risk within their areas of responsibility as highlighted below. The committee chairs provide reports of their activities to the Board at each regular Board meeting including apprising the Board of any significant risks within their areas of responsibility and management’s response to those risks.
TrueBlue, Inc. 2024 Proxy Statement  P. 18

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Meetings and Committees of the Board
The Board
Each director is expected to devote sufficient time, energy, and attention to ensure diligent performance of his or her duties and to attend all Board, committee, and shareholders’ meetings. The Board met eleven (11) times during 2023. All directors attended all the meetings of the Board and of the committees on which they served during the fiscal year ended December 31, 2023. Our Guidelines provide that each of our directors is expected to attend our annual meeting of shareholders and all directors participated in the 2023 Annual Meeting of Shareholders on May 11, 2023.
Committees of the Board
The Board has four standing committees to facilitate and assist the Board in the execution of its responsibilities. These committees are the Audit Committee, the Compensation Committee, the Governance Committee, and the Innovation and Technology Committee (“I&T Committee”). With the exception of the I&T Committee, of which Ms. Owen is a member, all the committees are comprised solely of non-employee, independent directors. Charters for each committee are available on the Company’s website at https://investor.trueblue.com/corporate-governance/governance-documents. The charter of each committee is also available in print to any shareholder upon request. The table below shows membership for each of the standing Board committees as of December 31, 2023, the number of times each committee met in 2023, and outlines each committee’s key responsibilities and functions.
Committees, Members as of April 4, 2024, and Number of Meetings in 2023
Key Areas of Responsibility and Risk Oversight During 2023
Full Board
Retains responsibility for oversight of major Company initiatives and risks such as:
Company Strategy;
Company competition and emerging business risks;
Mergers & Acquisitions;
Major Litigation;
Leadership and Oversight of Ethical Standards; and
11 Meetings
Enterprise Risk Management (“ERM”).
Audit Committee

Harris Jones (Chair)
Kreidler
Lontoh
Reitz
Sakaguchi
Reviews and discusses the Company’s earnings reports and financial statements with management and the independent auditors prior to the release of this information to the public.
Monitors risk relating to the Company’s financial statements, systems, reporting process, and compliance.
Oversees the adequacy of the Company’s system of internal controls and the performance of the Company’s internal audit function.
Consults with the Company's independent external auditors and management to ensure the adequacy of internal controls that could significantly affect the Company's financial statements.
Reviews compliance policies to ensure alignment with legal and regulatory requirements.
Oversees the Company's Ethics and Compliance Program, including monitoring compliance with the Company's Code of Conduct and Business Ethics.
Oversees management's process for identifying risks and setting mitigation strategies.
Reviews and discusses with management the guidelines, policies, and procedures that govern the process by which the Company assesses and manages its exposure to risk.
Monitors the process and management of the Company-wide ERM program.
Evaluates and approves or disapproves in advance all audit and non-audit services proposed to be provided by the independent auditors.
10 Meetings
The Board has determined that each member of the audit committee is financially literate and that Ms. Harris Jones and Messrs. Sakaguchi, Reitz and Kreidler each qualify as an “audit committee financial expert” under applicable SEC Rules.
TrueBlue, Inc. 2024 Proxy Statement  P. 19

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Committees, Members as of April 4, 2024, and Number of Meetings in 2023
Key Areas of Responsibility and Risk Oversight During 2023
Compensation Committee

Goings (Chair)
Brown
Savacool
Approves compensation, including incentive plan awards, for the CEO and executives.
Administers incentive compensation plans.
Monitors compliance with stock ownership guidelines.
Determines compensation levels for senior executives.
Prepares required disclosures regarding compensation practices.
Manages executive compensation risk.
Oversees the Company's human capital management program.
Reviews compensation and benefits policies and practices of the Company.
7 Meetings
Establishes incentive plan performance metrics and goals.
Corporate Governance and Nominating Committee

Brown (Chair)
Goings
Harris Jones
Kreidler
Lontoh
Reitz
Sakaguchi
Savacool
Oversees corporate governance matters.
Establishes criteria for Board membership, including diversity, experience, skill set, and the ability to act effectively on behalf of shareholders.
Identifies and reviews the candidates for the Board.
Provides a forum for independent directors to meet separately from management.
Reviews and recommends to the Board any changes to the Guidelines.
Oversees the Board’s evaluation process.
Conducts the CEO evaluation and succession planning process.
Reviews and determines compensation paid to non-employee directors.
Reviews any conflicts of interest and related party transactions and relationships involving directors and executive officers.
Monitors trends and best practices in corporate governance.
Monitors the Company’s government relations activities.
6 Meetings
Leads the Company’s response on environment, social, and governance issues.
Innovation and
Technology
Committee

Savacool (Chair)
Brown
Goings
Harris Jones
Kreidler
Lontoh
Owen
Reitz
Sakaguchi
Oversees and advises management on significant Company digital policies and trends.
​Oversees Company technology initiatives and development of intellectual property.
Monitors the Company’s cybersecurity risks and related incidents.
Examines reports on the protection and privacy of client, employee, candidate, and associate data.
Oversees major business model innovation and technology programs, investments, and architecture decisions.
Monitors emerging technology trends and industry trends, and their potential impact on the Company’s strategy.
4 Meetings
Advises on leadership and talent development in the Company’s innovation and technology teams.
TrueBlue, Inc. 2024 Proxy Statement  P. 20

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Audit Committee
The Audit Committee is comprised solely of non-employee directors, all of whom the Board determined are independent pursuant to the NYSE rules and the independence standards set forth in Rule 10A-3 of the Exchange Act. The Governance Committee and the Board have determined that all the members of the Audit Committee are “financially literate” pursuant to the NYSE rules. The Board has affirmatively determined that Ms. Harris Jones and Messrs. Kreidler, Reitz, and Sakaguchi are “audit committee financial experts,” as such term is defined in Item 407 of Regulation S-K. The Board has adopted a charter for the Audit Committee, which is available on the Company’s website at https://investor.trueblue.com/corporate-governance/governance-documents. The charter is also available in print to any shareholder upon request.
Compensation Committee
The Compensation Committee is comprised solely of non-employee directors, all of whom the Board determined are independent pursuant to the NYSE rules. The Compensation Committee is comprised entirely of independent directors. During 2023, none of the Company’s executive officers served as a member of a compensation committee or board of directors of any other entity that had an executive officer serving as a member of the Company’s Board. The Board has adopted a charter for the Compensation Committee, which is available on the Company’s website at https://investor.trueblue.com/corporate-governance/governance-documents. The charter is also available in print to any shareholder upon request. Additional information regarding the Compensation Committee and its procedures and processes for the consideration and determination of executive compensation are included under the Compensation Discussion and Analysis section of this proxy statement.
Corporate Governance and Nominating Committee
The Governance Committee is comprised solely of non-employee directors, all of whom the Board determined are independent pursuant to the NYSE rules. The Board has adopted a charter for the Governance Committee, which is available on the Company’s website at https://investor.trueblue.com/corporate-governance/governance-documents. The charter is also available in print to any shareholder upon request.
The Corporate Governance and Nominating Committee is responsible for the CEO succession planning process. During 2023, the Governance Committee oversaw the appointment of a new Chief Executive Officer (“CEO”), Taryn Owen. Ms. Owen’s appointment to the CEO role came after extensive planning and consideration. With Mr. Cooper’s return from retirement to lead the Company in 2022, the Governance Committee began planning for the appointment of a new CEO within one to three years. Ms. Owen had previously been selected to lead the Company’s most profitable divisions, PeopleReady (2019-2023) and PeopleScout (2014-2019 and again in 2021-2023). During late 2022 and early 2023, the Governance Committee engaged an outside executive training and development firm to further evaluate Ms. Owen’s preparation to eventually assume the CEO role. In 2022, Ms. Owen was promoted to Chief Operating Officer (“COO”) and President of the Company, which, in addition to leading all our operating divisions, included responsibility for overseeing the technology, human capital, and marketing/communications functions of the Company. As COO, Ms. Owen continued to serve as President to PeopleReady and
PeopleScout. After continuing to monitor and evaluate Ms. Owen’s performance as COO, the Governance Committee recommended to the Board that Ms. Owen be appointed CEO. On August 5, 2023, the Board appointed Ms. Owen as CEO, to be effective on September 12, 2023, after a brief transition period. With her promotion to CEO, Ms. Owen was appointed as a director on the Board, effective September 12, 2023, at which time Mr. Cooper simultaneously stepped down from the Board. After the transition was complete, and Ms. Owen had assumed the CEO position, Mr. Cooper remained with the Company to provide advice, counsel, and ensure a smooth transition for Ms. Owen, until his retirement from the Company on December 31, 2023.
Innovation and Technology Committee
The I&T Committee’s primary functions are to oversee the Company’s information risks, cybersecurity, technology strategy, artificial intelligence, and emerging innovation and business trends and their alignment with the Company’s business strategies and objectives. The Board has adopted a charter for the I&T Committee, which is available on the Company’s website at https://investor.trueblue.com/corporate-governance/governance-documents. The charter is also available in print to any shareholder upon request.
Corporate Environmental, Social, and Governance Responsibility
The Company sees environmental, social, and governance (“ESG”) matters as an essential component of sustainable Company performance and integral to the successful implementation of our long-term business strategy. ESG considerations inform how we manage the Company, including our risk management framework and our governance mechanisms for Board oversight and how we deliver sustainable growth that positively impacts our employees, clients, shareholders, and the communities in which we operate. In 2022, we joined the United Nations Global Compact on sustainability.
As the Company seeks to meet evolving stakeholder needs, the Board views ESG issues as increasingly essential to the Board’s oversight of our business strategy. The Governance Committee is responsible for overseeing our ESG efforts and receives regular updates from management on our sustainability strategy and activities. The Company’s ESG efforts are led by the chief legal officer, who chairs, leads, and manages our response to ESG issues for the Company, and engages stakeholders on our ESG initiatives. Other senior leaders provide input through corporate organizations such as the Diversity, Equity, & Inclusion Council (the “Council”). The Company implements day-to-day ESG programs with support from senior managers and relevant corporate functions.
Key ESG Factors
Our approach to ESG strategy and corporate sustainability begins with understanding and acting on the ESG issues that most impact our business performance and strategy. Since 2018, we have conducted assessments of significant ESG risks, based on input from across the Company and alignment with leading external reporting frameworks. In assessing key material topics for our business and industry, we referenced the Sustainability Accounting Standards’ Board and added components most important to stakeholders across the Company.
TrueBlue, Inc. 2024 Proxy Statement  P. 21

TABLE OF CONTENTS

CORPORATE GOVERNANCE
After considering the various ESG related risks and conducting a stakeholder materiality assessment in 2022, the Company found the following risks to be material or significant enough to warrant specific ESG reporting efforts:
Board Governance;
Diversity, Equity, and Inclusion;
Business Ethics;
Human Capital Management, including safety, health and well-being;
Data Protection and Cybersecurity;
Skills Development; and
Recruitment and Retention.
These ESG materiality issues have been used by the Company to guide our ESG programs and provide additional reporting through our Corporate Citizenship Report.
As a member of the United Nations Global Compact, we have further committed to acting on sustainable development goals related to:
Ensuring inclusive and equitable quality education and promotion of lifelong learning opportunities for all;
Achieving gender equality and empowering all women and girls;
Promoting sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all; and
Taking urgent action to combat climate change and its impacts.
Diversity, Equity, and Inclusion
The Board has long prioritized diversity, equity, and inclusion (“DE&I”) as a key aspect of corporate sustainability, setting an example for the Company's leadership. DE&I is seen as not just important for “sustainability” but as fundamental to our performance as a people-based company and critical to our strategic and competitive success. The Board has been recognized by the National Association of Corporate Directors (“NACD”) and other national and regional organizations for its efforts and success in becoming a diverse and inclusive board. The Board continues to foster and promote a diverse, talented, and well-trained workforce and a performance-driven workplace culture.
Management has also emphasized DE&I throughout the Company with our Chief Diversity Officer leading our DE&I programs. Additionally, the Council designs and launches initiatives that advance acceptance and inclusion. The Council reports regularly to executive leadership, who brief our Board periodically throughout the year. The Council also sponsors training to build diversity and inclusion awareness, and supports Employee Resource Groups (“ERGs”), which are employee-led groups that create opportunities for employees to collaborate based on shared characteristics or life experiences to support each other for enhanced career and personal development. ERGs seek to maximize employee engagement and contribute to our overall business objectives by offering diverse perspectives, networking opportunities, and increased cultural awareness. We currently have nine ERGs for employees sharing
similar ethnicity, nationality, gender, lifestyle choice, or life experience and their respective allies. Through these initiatives, we learn how our differences build stronger teams and how our histories reveal similarities.
Board Governance
Board and corporate governance have been a focus of the Company for over a decade, exemplified by the Company’s early adoption of a practice separating the CEO and Board Chair roles. The Governance Committee also receives frequent updates on evolving corporate governance best practices and implements those practices most impactful or useful to the Company.
Majority Voting for Directors
A nominee for director in an uncontested election who does not receive the majority vote required by our Amended and Restated Bylaws (the “Bylaws”) but who was a director at the time of the election shall not be elected, but shall continue to serve as a holdover director until the earliest of: (i) 90 days after the date on which an inspector determines the voting results as to that director pursuant to Section 23B.07 of the Washington Business Corporation Act; (ii) the date on which the Board appoints an individual to fill the office held by such director, which appointment shall constitute the filling of a vacancy by the Board; or (iii) the date of the director’s resignation. Any vacancy resulting from the nonelection of a director under these circumstances may be filled by the Board as provided in Article II, Section 2.11 of the Company’s Bylaws. The Governance Committee will promptly consider whether to fill the position of a nominee failing to receive a majority vote and make a recommendation to the Board to fill the position. The Board will act on the Governance Committee’s recommendation and, within 90 days after the certification of the shareholder vote, will publicly disclose its decision. Except as provided in the next sentence, a director who fails to receive a majority vote for election will not participate in the Governance Committee’s recommendation or the Board’s decision about filling his or her office. If no director receives a majority vote in an uncontested election, then the incumbent directors: (i) will nominate a slate of nominee directors and hold a special meeting for the purpose of electing those nominees as soon as practicable; and (ii) may in the interim fill one or more director positions with the same director(s) who will continue in office until their successors are elected.
Professional Integrity
Professional ethics are monitored at the Board level by the Audit Committee. The Chief Ethics and Compliance Officer oversees risks related to professional integrity and ethics, ensuring regular training for Company employees on our Code of Conduct and Business Ethics (“Code of Conduct”), anti-fraud, bribery and corruption efforts, third-party risk management program, and provides regular reports to the Audit Committee of these efforts and any breaches of ethical conduct by Company employees. Our Code of Conduct covers topics including avoiding conflicts of interest, maintaining confidentiality, anti-harassment and discrimination, among others.
We believe a strong corporate culture and employee engagement is key to attracting and retaining talented employees. To assess and improve our culture, we routinely utilize an independent third party to measure how favorably our employees view our organizational culture and engagement. These surveys include corporate culture assessments, as well as real-time feedback on employee
TrueBlue, Inc. 2024 Proxy Statement  P. 22

TABLE OF CONTENTS

CORPORATE GOVERNANCE
engagement and employee-management relations. We also engage an independent third party to measure the ethical culture of the Company by assessing employees’ and leaders’ perception of the Company’s ethical culture. The results of these surveys are reported and distributed throughout management and the Board, and are used to create actionable plans to improve employee engagement and retention. Our August 2023 engagement survey achieved an engagement score of 77, which exceeds the target benchmark of 74 set by the independent third-party survey provider.
Human Capital Management
Our human capital strategy is centered on our values and our employees. Ensuring a diverse and inclusive performance-driven culture is one of the key components of this corporate strategy and a corporate priority led by the Board. We invest in emerging talent through our DE&I program, recruitment strategies, talent management, and development programs for critical roles. Our human capital management (“HCM”) initiatives are included in the chartered responsibilities of the Compensation Committee. Relevant HCM metrics are reported on a regular basis to the Compensation Committee. Our online training platforms provide our employees with access to a multitude of training courses, videos, reference material, and other tools.
We also emphasize the health, safety, and wellness of our employees. We provide our employees and their families with flexible health and wellness programs, including competitive benefits. Our benefits include health, dental, and vision insurance, health savings and flexible spending accounts, paid time off, family leave, mental health resources, and family care resources.
Cybersecurity
The Board acknowledges the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. Since 2011, our I&T Committee has been responsible for the oversight of risks from cybersecurity threats. All of our Board members are members of the I&T Committee. At least quarterly, management provides the I&T Committee with updates regarding our cybersecurity risks, threats, and efforts focused on mitigating those risks. These updates are provided by our Chief Digital Officer and our Chief Information Security Officer, and include recent developments in cybersecurity, the Company’s actual experience with cybersecurity incidents, and the systems and processes in place to defend against cyberattacks. Should a material or potentially material cybersecurity incident occur, the Board will immediately be notified of such event by the Company’s CEO. As part of our ongoing cybersecurity risk management and strategy processes, we leverage technology and established processes, procedures, risk assessments, third party due diligence and other controls to identify, assess, monitor, and manage material cybersecurity risks. Additional information on these processes can be found in Item 1C of the Company’s 10-K filed on February 21, 2024.
Corporate Environmental Stewardship & Management
We are committed to promoting environmental sustainability both internally, by minimizing our corporate environmental footprint, and externally by developing digital tools that modernize how people are connected with work and reducing our employees’ need for daily transportation to our branches or to face-to-face interviews.
We strive to reduce our corporate environmental footprint by seeking opportunities for increased efficiency and resource conservation. We
completed our first greenhouse gas assessment in 2022 and have continued to complete these on an annual basis. The results of these assessments are published in our Corporate Citizenship Report. In 2023, we established a GreenTeam composed of members across the Company to help establish goals with the information from the greenhouse gas assessments. We will continue to refer to the Task Force on Climate-Related Financial Disclosures (TCFD) framework to further develop measurable environmental goals for the Company. Since 2022, we have been disclosing our Scopes 1, 2, and 3 emissions through our Corporate Citizenship Report.
Corporate Citizenship Report
A more detailed disclosure of more of our ESG efforts as a Company can be found in our Corporate Citizenship Report on our website at trueblue.com/corporate-citizenship/. This report is updated from time to time and contains a description of our ESG efforts more broadly, as well as disclosure of some of the metrics we use to measure and improve our performance in these important areas for the Company. The Corporate Citizenship Report on our website does not form a part of this proxy statement.
Corporate Governance Guidelines
The Corporate Governance Guidelines (the “Guidelines”) are available at https://investor.trueblue.com/corporate-governance/
governance-documents. Shareholders may request a free printed copy by contacting TrueBlue, Inc., Investor Relations, 1015 A Street, Tacoma, Washington 98402. The Guidelines were adopted by the Board to best ensure that the Board is independent from management, that the Board adequately performs its function as the overseer of management, and that the interests of the Board and management align with the interests of the shareholders.
On an annual basis, each director and executive officer is obligated to complete a questionnaire which, among other things, requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.
Shareholder Engagement
We value our shareholders’ feedback and are committed to engaging in constructive and meaningful dialogue with shareholders regarding our strategic focus, operating results, capital allocation priorities, governance practices, executive compensation program, and other areas of shareholder focus throughout the year. As part of our ongoing outreach, members of senior management and investor relations routinely engage with investors in many different ways, including:
Hosting quarterly earnings calls with a live webcast, presentation materials, and a Q&A session.
Participating in industry conferences, non-deal roadshows, and one-on-one meetings.
Conducting an annual outreach program to solicit investor feedback and seek insight into our investors’ priorities.
Holding over 20 meetings with shareholders in the fourth quarter of 2023 to introduce key shareholders to our recently appointed CEO and CFO.
Requesting shareholder feedback after the 2023 Annual Meeting’s vote related to the Say on Pay vote results.
TrueBlue, Inc. 2024 Proxy Statement  P. 23

TABLE OF CONTENTS

CORPORATE GOVERNANCE
These activities allow our senior management and investor relations teams to share and discuss our business strategy and achievements with investors, solicit investor feedback on our performance, and seek insight into our investors’ priorities.
Any shareholder or interested party who wishes to communicate with our Board or any specific director, including non-employee directors, may write to Board of Directors, TrueBlue, Inc. c/o Corporate Secretary, 1015 A Street, Tacoma, Washington 98402. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must indicate whether or not the author is a shareholder and clearly state whether the intended recipients are all members of the Board or specific individual directors. The Corporate Secretary will make copies of all such letters and circulate them to the appropriate director(s). If the Company develops any other procedures, they will be posted on the Company’s website at www.trueblue.com. Procedures addressing the reporting of other concerns by shareholders, employees, or other third parties are set forth in our Code of Conduct.
Board and Committee Self-Evaluations
The Board annually assesses the performance and effectiveness of the Board, the Audit, Compensation, and I&T Committees, these committee chairs, the Board Chair, and each director through an annual self-evaluation, discusses the results of each annual self-evaluation and, as appropriate, implements enhancements and other modifications identified during the self-evaluation process.
Self-Evaluation Questionnaires
The Board and the committees noted in the prior paragraph conduct annual self-evaluations by written questionnaire to provide feedback on performance and effectiveness of the Board and committees.
Ongoing Feedback
Directors provide ongoing, real-time feedback to management, committees, and the chairs of each committee, including the Board Chair, outside the formal annual self-assessment process, and specifically reserve time after each Board meeting to consider the effectiveness of that meeting and discuss potential improvements to various Board practices.
Review and Discussion
Independent legal counsel aggregates and summarizes the annual director questionnaire responses to promote candor and ensure feedback is not attributed to individual directors and provides guidance on material issues. The Governance Committee reviews the evaluation results for the Board and each committee and presents the results and findings to the full Board and each committee for further consideration and discussion.
Review of the Evaluation Process
The Governance Committee annually reviews the self-evaluation process to ensure that actionable and constructive feedback is solicited on the operations and performance of individual committees and the Board as a whole.
Feedback Incorporated
As an outcome of these discussions, the Board and its committees identify key substantive and procedural areas for increased Board effectiveness. Changes to the Board’s policies and practices are also considered and implemented based on self-evaluation results and ongoing feedback. Some of the actions taken recently in response to suggestions for improvement include:
Increasing the frequency of Board refreshment, reducing the average Board tenure from 10 years to under six years;
Including discussions with management on Company strategy at each Board meeting;
Increasing discussions with third-party experts and consultants on a range of topics to enhance Board education;
Creating a formalized policy to support Board education and professional development; and
Increasing time at Board meetings devoted to committee reports to ensure all Board members are aware of key developments and decision in all committees of the board.
Code of Conduct and Business Ethics
Our Code of Conduct and Business Ethics (“Code of Conduct”) is applicable to all directors, officers, and employees of the Company. Our Code of Conduct is available at www.trueblue.com/code-of-conduct. Shareholders may also request a free printed copy from TrueBlue, Inc., Investor Relations, 1015 A Street, Tacoma, Washington 98402.
The Company intends to disclose any amendments to the Code of Conduct (other than technical, administrative, or non-substantive amendments) and any waivers of a provision of the Code of Conduct for directors or executive officers on the Company’s website at www.trueblue.com. Information on the Company’s website, however, does not form a part of this proxy statement.
Related Person Transactions
The Board has adopted a Related Party Transaction Policy, which sets forth the policies and procedures for the review and approval or ratification of “Related Person Transaction(s).” A Related Person Transaction is defined to include transactions, arrangements, or relationships in which the Company is a participant, the amount involved exceeds $120,000, and a Related Person has or will have a direct or indirect material interest. “Related Person” is defined to include directors, executive officers, director nominees, beneficial owners of more than 5% of the TrueBlue shares (“Common Stock”), and members of their immediate families sharing the same household. A Related Person Transaction must be reported to the Company’s Chief Legal Officer and reviewed and approved by the Governance Committee. Under certain circumstances, a transaction may be approved by the Chair of the Governance Committee subject to ratification by the full Governance Committee at its next meeting. In determining whether to approve or ratify a Related Person Transaction, the Governance Committee, as appropriate, shall review and consider:
the Related Person’s interest in the Related Person Transaction;
TrueBlue, Inc. 2024 Proxy Statement  P. 24

TABLE OF CONTENTS

CORPORATE GOVERNANCE
the approximate dollar value of the Related Person Transaction;
the approximate dollar value of the Related Person’s interest in the Related Person Transaction without regard to the amount of any profit or loss;
whether the Related Person Transaction was undertaken in the ordinary course of business of the Company;
whether the Related Person Transaction is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;
the purpose of, and the potential benefits to the Company of, the Related Person Transaction; and
any other information regarding the Related Person in the context of the proposed Related Person Transaction that would be material to investors in light of the circumstances of the particular transaction.
After reviewing all facts and circumstances, the Governance Committee may approve or ratify the Related Person Transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company.
There were no Related Person Transactions in 2023.
Nominations for Directors
Qualifications of Nominees
The Corporate Governance Guidelines include the criteria our Board believes are important in the selection of director nominees. While the Board has not established any minimum qualifications for nominees, the Board does consider the composition of the Board as a whole, the requisite characteristics (including independence, diversity, and experience in industry, finance, administration, and operations) of each candidate, and the skills and expertise of its current members while taking into account the overall operating efficiency of the Board and its committees. With respect to diversity, we broadly construe diversity to mean not only diversity of race, gender, and ethnicity, but also diversity of opinions, perspectives, and professional and personal experiences. Nominees are not discriminated against on the basis of race, gender, religion, national origin, sexual orientation, disability, or any other basis proscribed by law. Service on other boards of directors and other commitments by directors will be considered by the Governance Committee and the Board when reviewing director candidates and in connection with the Board’s annual self-assessment process for current members of the Board.
Nominee Identification and Evaluation
The Governance Committee may employ a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the size of the Board, the need for particular expertise on the Board, the need for diversity on the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or arise, the Governance Committee considers potential candidates for director which may come to the Governance Committee’s attention through current Board members, professional search
firms, shareholders, or other persons. These candidates will be evaluated at regular or special meetings of the Governance Committee and may be considered at any time during the year.
Under the Guidelines, the Governance Committee is responsible for reviewing with the Board the requisite skills and characteristics of new Board nominees in the context of the current Board composition. This assessment will include experience in industry, finance, administration, operations, marketing, and technology, as well as diversity.
Although the Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director nominees, to help ensure that the Board remains aware of and responsive to the needs and interests of our shareholders, employees, clients, and other stakeholders, the Board believes it is important to identify qualified director candidates that would increase the diversity of experience, profession, expertise, skill, background, gender, racial, ethnic, cultural, and other diversity characteristics (“Diversity Characteristics”) of the Board. Accordingly, the Governance Committee has made an effort when nominating new directors to ensure that the composition of the Board reflects broad Diversity Characteristics.
In recent years, the Governance Committee has directed its third-party search firm to present a slate of possible candidates which includes qualified potential nominees with broad Diversity Characteristics in considering nominees for the Board.
The Governance Committee considers the entirety of each candidate’s credentials, in addition to diversity, as they fit with the current composition and skills and experience of the Board. The Company considers the Board to be a valuable strategic asset of the Company. To maintain the integrity of this asset, the membership of the Board has been carefully crafted to ensure that its expertise covers broad Diversity Characteristics, and these Diversity Characteristics will continue to be considered when nominating individuals to serve on the Board.
The Governance Committee will consider candidates recommended by shareholders. The Governance Committee will make an initial analysis of the qualifications of any candidate recommended by shareholders or others pursuant to the criteria summarized in this section to determine whether the candidate is qualified for service on the Board before deciding to undertake a complete evaluation of the candidate. If a shareholder or professional search firm provides any materials in connection with the nomination of a director candidate, such materials will be forwarded to the Governance Committee as part of its review. If the Governance Committee determines that additional consideration is warranted, it may engage a third-party search firm to gather additional information about the prospective nominee’s background and experience and report its findings to the Governance Committee. Other than the verification of compliance with procedures, shareholder status, and the initial analysis performed by the Governance Committee, the Governance Committee will treat a potential candidate nominated by a shareholder like any other potential candidate during the review process. In connection with this evaluation, the Governance Committee will determine whether to interview the prospective nominee. One or more members of the Governance Committee, and others as appropriate, will interview the prospective nominees in person or by telephone. After completing this evaluation and interview, the Governance Committee will make a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board will determine the nominees after considering the recommendation and report of the Governance Committee.
TrueBlue, Inc. 2024 Proxy Statement  P. 25

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s officers, directors, and certain other persons to timely file certain reports regarding ownership of, and transactions in, the Company’s securities with the SEC. Based solely on the Company’s review of forms received by it, or representations from certain reporting persons, the Company believes that during 2023 all applicable Section 16(a) filing requirements were met and that all such filings were timely, except for three transactions: (i) on December 1, 2023, that was reported for Mr. Sakaguchi on a Form 4 on December 6, 2023, due to an administrative error; (ii) on December 14, 2023, that was reported for Ms. Owen on a Form 4 on February 6, 2024, due to an administrative error; and (iii) on December 14, 2023, that was reported for Mr. Schweihs on a Form 4 on February 6, 2024, due to an administrative error.
TrueBlue, Inc. 2024 Proxy Statement  P. 26

TABLE OF CONTENTS

COMPENSATION OF DIRECTORS

Retainers and Committee Fees
Periodically, the Corporate Governance and Nominating Committee (“Governance Committee”) engages a third-party consultant to review the retainer and committee fees paid to the non-employee directors on our Board. This consultant provides information related to the retainer and fee levels of our peer companies, as well as information regarding best practices and emerging trends in the payments to non-employee directors. Information provided by the consultant is considered by the Governance Committee but does not directly determine any of the Company’s actual retainer or fee arrangements. The Governance Committee applies its informed judgment when establishing the levels and payments of retainers and fees. In September 2023, the Governance Committee performed a benchmarking study and found the current fees were positioned near the median of the peer group. In light of this information, the Governance Committee determined that the existing fee structure, outlined below, did not warrant any changes for 2024.
For 2023, non-employee directors received the following cash compensation paid in quarterly installments: (a) an annual cash Board retainer, (b) an annual cash committee retainer, and, if applicable (c) an annual cash committee chair supplement. The schedule of payments for 2023 are set forth in the table below.
Annual Cash Retainer
2023
Amount
Board Retainer
  Board Chair
$122,000
  Other Directors
$77,000
Committee Retainer
  Audit Committee
$12,500
  Compensation Committee
$12,500
  Governance Committee
$5,000
  Innovation and Technology Committee
$5,000
Committee Chair Supplement
  Audit Committee, Chair
$15,000
  Governance Committee, Chair
$15,000
  Compensation Committee, Chair
$15,000
  Innovation and Technology Committee, Chair
$15,000
Equity Grants
Each non-employee director also receives an annual grant of restricted stock units (“RSUs”) that is typically granted on the second day after the release of our annual earnings. The Common Stock underlying these RSUs fully vest on the first day of the Company’s fourth quarter in the year in which they are granted. Non-employee directors appointed during the year are entitled to receive a pro rata grant, on their first day of service to the Board, as follows: 100% if appointed on or prior to the first quarterly meeting, 75% if appointed on or prior to the second quarterly meeting, 50% if appointed on or prior to the third quarterly meeting, and 25% if appointed on or prior to the last quarterly meeting of the year.
In 2023, the Board Chair received an award of RSUs with a target value of $175,000. All other non-employee directors received an award of RSUs with a target value of $135,000. The Audit Committee and Compensation Committee Chairs received an additional award of RSUs with a value of $10,000 while all other committee chairs received an additional award of RSUs with a target value of $7,500. The Company determined the number of RSUs of each such award based on the average closing price of Common Stock during the 60 trading days prior to and including the second full trading day after the announcement of the Company’s fourth quarter and year-end financial results, which was approximately $20.03 per share.
Equity Retainer and Deferred Compensation Plan for Non-Employee Directors
Each non-employee director is able to participate in the Equity Retainer and Deferred Compensation Plan for Non-Employee Directors (“Director Equity Plan”). Under this plan, a director may elect to modify the manner in which he or she receives the annual retainer from the Company. Directors are given the option to make an irrevocable election to convert up to 100% of his or her cash retainer to an equity retainer, and then further elect to receive up to 50% of the equity retainer in the form of stock options, rather than Common Stock. In addition, a director may make an irrevocable election to defer settlement of all or part of his or her annual RSU grant to a time after he or she leaves the Board.
TrueBlue, Inc. 2024 Proxy Statement  P. 27

TABLE OF CONTENTS

COMPENSATION OF DIRECTORS
Non-Employee Director Compensation Table
The following table discloses the compensation earned by each of the Company’s non-employee directors during the last completed fiscal year:
Name
Fees Earned and
Paid in Cash
Stock Award Grant
Date Fair Value(1)
Total
Colleen B. Brown
$114,500
$133,496
$247,996
William C. Goings(2)
$114,500
$135,822
$250,322
Kim Harris Jones(3)
$114,500
$135,822
$250,322
R. Chris Kreidler(4)
$99,500
$126,461
$225,961
Sonita Lontoh
$99,500
$126,461
$225,961
Paul G. Reitz(5)
$49,750
$61,412
$111,162
Jeffrey B. Sakaguchi
$144,500
$163,925
$308,425
Kristi A. Savacool(6)
$114,500
$133,496
$247,996
(1)
This column represents the grant date fair value of RSUs awarded to each of the non-employee directors in 2023 in accordance with Financial Accounting Standards Board Accounting Standards Codification Accounting for Stock Compensation (“FASB ASC Topic 718”). The amounts are calculated using the closing price of Common Stock on the grant date, which was $18.76 for all directors, except for Mr. Reitz’s grant on September 1, 2023, when the closing price of the Common Stock was $15.10. For additional information, refer to Note 10 to the Consolidated Financial Statements found in Item 8 of Part II of our 2023 Form 10-K (listed under Stock-Based Compensation).
(2)
Under the Director Equity Plan, Mr. Goings elected to defer settlement of 100% of his equity retainer in the form of 7,240 RSUs until 90 days after his separation from the Board.
(3)
Under the Director Equity Plan, Ms. Harris Jones elected to defer settlement of 100% of her equity retainer in the form of 7,240 RSUs until 90 days after her separation from the Board.
(4)
Under the Director Equity Plan, Mr. Kreidler elected to defer settlement of 100% of his equity retainer in the form of 6,741 RSUs until 90 days after his separation from the Board.
(5)
Mr. Reitz joined the Board on August 11, 2023.
(6)
Under the Director Equity Plan, Ms. Savacool elected to defer 100% of her equity retainer in the form of 7,116 RSUs until 90 days after her separation from the Board.  

Non-Employee Director Stock Ownership Guidelines
Each non-employee director is expected to hold shares of Common Stock having a value of not less than four times the director’s base annual cash retainer. Both directly and indirectly held RSUs and deferred shares are included in this calculation, but options for purchasing Common Stock in the future are not included in the calculation. New directors are allowed four years in which to reach the ownership guidelines. For the purpose of determining compliance, the Company determines the number of shares required on an annual basis with the value of the shares to be determined on a trailing 12-month average daily stock price. As of the end of the 2023 fiscal year, all non-employee directors either met these guidelines or were within the first four years and on track to meet these guidelines.
TrueBlue, Inc. 2024 Proxy Statement  P. 28

TABLE OF CONTENTS

PROPOSAL 2.
ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION
Our Board has adopted a policy providing for an annual “say-on-pay” advisory vote. In accordance with this policy and Section 14A of the Securities Exchange Act of 1934, as amended, we are asking shareholders to approve the following advisory (non-binding) resolution at the 2024 Annual Meeting of Shareholders:
RESOLVED, that the shareholders of TrueBlue, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in the proxy statement for the Company’s 2024 Annual Meeting of Shareholders.
As an advisory vote, this proposal is not binding upon the Company or the Board. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the feedback received from shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the Company’s named executive officers. Unless the Board modifies its policy, the next say-on-pay advisory vote will be held at our 2025 Annual Meeting of Shareholders.
FOR
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION
TrueBlue, Inc. 2024 Proxy Statement  P. 29

TABLE OF CONTENTS

EXECUTIVE OFFICERS

Taryn R. Owen, 45, assumed the role of President and Chief Executive Officer and was appointed as a Director of the Company in September 2023, after serving as President and Chief Operating Officer of TrueBlue and President of PeopleReady and PeopleScout since September 2022. Over her 13-year tenure, she has led TrueBlue through significant periods of growth, was instrumental in its pandemic response and recovery, spearheaded its digital transformation strategies, and successfully led several acquisitions and substantial international expansion. Previously at TrueBlue, Ms. Owen served as Executive Vice President of TrueBlue and President of PeopleReady and PeopleScout from 2021 to 2023, Executive Vice President and President of PeopleReady from 2019 to 2021, and Executive Vice President and President of PeopleScout from 2014 to 2019. Prior to these roles, she served as Senior Vice President of Global Operations and as Vice President of Client Delivery at PeopleScout. Ms. Owen has more than 25 years of staffing and talent acquisition experience. Before joining TrueBlue, she was an Operations Director at Randstad Sourceright Solutions, where she led global RPO engagements. She formerly served as a member of the Board of Advisors of HRO Today and as a member of the Human Capital Industry Advisory Board for Wharton’s Center for Human Resources. Ms. Owen has been recognized for her industry leadership, including annual appearances on the Staffing Industry Analysts’ (SIA) Staffing 100 and Global Power 150.
Carl R. Schweihs, 39, has served as Executive Vice President and Chief Financial Officer since October 2023. He previously served as Executive Vice President of the Company and President of PeopleManagement, TrueBlue’s staffing business that is made up of Staff Management SMX, SIMOS Insourcing Solutions, and Centerline Drivers, from June 2019 until October 2023, after serving as Senior Vice President of the Company for Strategic Accounts since June 2017. Prior to that, he served as Vice President of Finance for the Company since November 2015, after serving as Controller since June 2014. Mr. Schweihs joined the Company following its acquisition of Seaton in 2014. Prior to joining the Company, he served in a variety of financial leadership roles at Seaton and Grant Thornton.
Garrett R. Ferencz, 47, has served as Executive Vice President and Chief Legal Officer of the Company since July 2020, after serving as Senior Vice President, General Counsel and Chief Ethics and Compliance Officer since December 2019. Prior to these roles, he served as Vice President, Deputy General Counsel and Chief Compliance Officer since April 2018, and served as Vice President, Deputy General Counsel, Litigation since July 2014. Mr. Ferencz joined the Company in January 2007 as Senior Director of Litigation, Assistant General Counsel. Prior to joining the Company, Mr. Ferencz practiced litigation at The Blankenship Law Firm, P.S. and Perkins Coie LLP. Mr. Ferencz has served as a Director on the American Cancer Society’s Board for Washington State since 2017.
Richard P. Betori, 63, has served as Executive Vice President of the Company and President of PeopleScout since March 2023, after serving as Managing Director of the Americas of PeopleScout since November 2021. Prior to these roles, he served as Senior Vice President, On Demand Operations since June 2020, after serving as Senior Vice President, Operation and Innovation since April 2015. Mr. Betori joined the Company in January of 2011 as President of StudentScout. Prior to joining the Company, Mr. Betori served as President of Wonderlic, Inc. and had founded and served as President of INSinc Management Consulting.
Kristy A. Willis, 54, has served as Executive Vice President of the Company and President of PeopleReady since March 2023, after serving as Senior Vice President, Chief Sales and Operations Officer of PeopleReady since November 2021. Prior to these roles, she served as Senior Vice President, Sales at PeopleReady since August 2018. Prior to joining the Company, Ms. Willis served in a variety of leadership roles at The Adecco Group.
TrueBlue, Inc. 2024 Proxy Statement  P. 30

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY
2023 was a year of transition for our executive team and economic challenges for our Company. Our Compensation Committee established and adjusted our 2023 compensation program to manage these transitions and economic head winds.
As part of our planned succession process managed by our Corporate Governance and Nominating Committee, on August 15, 2023, the Company announced that our then current President and Chief Operating Officer (“COO”), Taryn Owen, would become President and Chief Executive Officer (“CEO”) of the Company, succeeding Steve Cooper, effective September 12, 2023. Mr. Cooper continued to serve in an advisory role, to ensure a smooth transition for Ms. Owen, until his retirement from the Company on December 31, 2023. Ms. Owen had previously served as COO and President of PeopleReady and PeopleScout, our two most profitable lines of business since September 22, 2022, and prior to this position had served as Executive Vice President (“EVP”) of the Company and President of PeopleReady and PeopleScout. For more information regarding the process followed by the Company regarding the appointment of Ms. Owen, please see the Corporate Governance section above.
On October 10, 2023, the Company announced that Carl Schweihs, then EVP and President of the Company’s PeopleManagement Division, would become EVP and Chief Financial Officer (“CFO”) of the Company, succeeding Derrek Gafford, effective October 30, 2023. Mr. Gafford also continued to serve in an advisory role until December 31, 2023, to ensure a smooth transition to Mr. Schweihs as CFO.
In March 2023, the Company appointed Richard Betori as EVP and President of PeopleScout and Kristy Willis as EVP and President of PeopleReady.
As a result of these transitions, as of December 31, 2023, our Named Executive Officers (“NEOs”) were:
Executive
Position
Taryn R. Owen
President, Chief Executive Officer, effective September 12, 2023. Previously serving as President, Chief Operating Officer of the Company and President of PeopleReady and PeopleScout since September 2022.
Steven C. Cooper
Former Chief Executive Officer, stepped down from CEO role effective September 12, 2023, and retired from the Company on December 31, 2023, after previously serving as the Company’s Board Chair or CEO since 2006.
Carl R. Schweihs
Executive Vice President, Chief Financial Officer, effective October 30, 2023. Previously serving as EVP and President of PeopleManagement.
Derrek L. Gafford
Former Executive Vice President, Chief Financial Officer, stepped down from CFO role effective October 30, 2023 and separated from the Company on December 31, 2023, after serving as EVP, CFO since 2005.
Garrett Ferencz
Executive Vice President, Chief Legal Officer since July 1, 2020.
Richard P. Betori
Executive Vice President, TrueBlue and President, PeopleScout, effective March 20, 2023, after serving as Managing Director of the Americas of PeopleScout.
Kristy A. Willis
Executive Vice President, TrueBlue and President, PeopleReady, effective March 20, 2023, after serving as Senior Vice President, Chief Sales and Operations Officer of PeopleReady.
The Committee set meaningful goals to motivate NEO performance, manage these transitions and create value for shareholders. Despite the challenging market conditions, our NEOs provided operational control through disciplined cost management, maintaining a strong balance sheet and liquidity position while returning capital to shareholders via share repurchases. The Company generated over $1.9 billion of revenue, generated $29.0 million of Adjusted EBITDA1, and returned $33.9 million to shareholders in stock repurchases during the year.
1
For detailed definitions and reconciliation of non-generally accepted accounting principles (“non-GAAP”) financial measures to the most directly comparable GAAP financial measure, please see Appendix A to this proxy statement. The Executive Compensation Process, Governance, and Philosophy, Incentive Plan Metrics section below also provides a detailed definition of these measures for 2023.
TrueBlue, Inc. 2024 Proxy Statement  P. 31

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Departing executives received meaningful, but not excessive separation packages as part of employment agreements established in prior years and reflecting decades of service to the Company.
With the appointment of each new executive, the Compensation Committee considered the appropriate level of salary, short-term incentive (“STI”) and long-term incentive (“LTI”) levels and consulted with their independent compensation consultant where appropriate to ensure that compensation levels for individuals in new roles reflected the Company’s compensation goals for each position. When Ms. Owen was appointed to serve as CEO, the Compensation Committee also discussed her compensation and individual incentive goals with all other independent members of the Board. The Compensation Committee approved the compensation for all new NEOs in 2023 prior to their appointment.
2023 Results Reflect a Challenging Environment
Our executive compensation programs are designed to reflect performance, and our 2023 results fell short of the challenging annual and multi-year performance targets set by the Compensation Committee. Reflecting the Company’s commitment to pay for performance, the Company’s financial outcomes resulted in our NEOs achieving only a portion of the compensation targets established by our Compensation Committee for 2023.
Short-Term Incentive Plan
Below is a summary of each of the components of the 2023 STI plan for the NEO's as approved by the Compensation Committee.
No Adjusted EBITDA Award. 25% of our STI plan is based on a key financial metric, Adjusted EBITDA. In 2023, the Company overall, and individual business units, generated an Adjusted EBITDA amount that was below the threshold payout level set by the Compensation Committee. Accordingly, our NEOs received no payouts related to the Adjusted EBITDA performance components of the STI plan.
A portion of the Relative Revenue Award. 25% of our STI plan is based on another key financial metric, Company revenue growth relative to a select peer group of industry competitors (“Revenue Peer Group”). During 2023, the Company’s revenue was within the established range of the Revenue Peer Group and this portion of the STI plan provided an above threshold, but below target, payment to the NEOs for 2023.
Individual Performance Goals. 50% of our STI plan includes goals specific to the individual role of our NEOs and includes performance goals related to long-term strategic operations, resource management, leadership development, ESG initiatives, industry disruption, and risk management. The amounts received by our NEOs for this component of the STI plan reflect their individual performance against these goals during 2023.
Long-Term Incentive Plan
2023 Equity Grants. The long-term component of our NEO compensation program also contributed to our NEOs’ 2023 compensation. In 2023, the NEOs received an equity grant split between time-based restricted stock units (“RSUs”) and performance share units (“PSUs”), which will vest only if certain Return on Equity (“ROE”)1 goals are met during the 2023-2025 performance period.
No Vesting of 2021 Annual PSU Awards. Payouts under the annual PSU awards granted in 2021 under our LTI plan for the 2021-2023 performance period were based on the Company’s Adjusted EBITDA compound annual growth rate (“CAGR”)1. No PSUs were earned related to the 2021 annual PSU grant because the Company's performance during this period did not achieve threshold performance.
EXECUTIVE COMPENSATION PROGRAM OVERVIEW
Pay-for-Performance Emphasis
The Compensation Committee designs our executive compensation program to appropriately align the interests of the Company’s management team with shareholders. We expect executive compensation to reflect Company and individual performance. Key pay-for-performance features of our 2023 compensation program included:
Short-term incentive compensation linked to strategic business plans. The Company’s business plan emphasizes the continuous growth of Adjusted EBITDA and outperforming our Revenue Peer Group in the marketplace. The CEO’s financial and non-financial goals under the 2023 STI plan were linked directly to the annual and strategic business plans reviewed and approved by the Compensation Committee and the Board.
Long-term incentive compensation linked to long-term value creation and returning value to shareholders. The Company’s long-term business plan emphasizes the continuous growth of value for shareholders. Our LTI program provides value to our NEOs both through RSUs that vest over a three-year term and PSUs that vest only upon the achievement of ROE targets over the three-year performance period.
Incorporating Environmental, Social, and Governance-Related Objectives
The Company has made environmental, social, and governance (“ESG”) best practices a part of its corporate practices and initiatives, with a specific focus on human capital management (“HCM”). The Company also incorporates ESG and HCM goals in its executive compensation program. During 2023, the CEO’s (and COO’s) STI plan included individual objectives tied to leadership development, succession planning for management positions, and enhancing the employee experience to increase retention. Goals for other NEOs tied to ESG included establishing our first ever carbon and emission goals, expanding our WorkUp program to upskill workers, piloting a nationwide second chance initiative, building a positive culture in individual business units, leadership development and succession planning, and increasing participation in our ethics programs across the Company.
TrueBlue, Inc. 2024 Proxy Statement  P. 32

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Our executive compensation program is made up of several components which have a specific purpose and contribute to a well-balanced, competitive program. The chart below summarizes our 2023 executive compensation program.
Component
Form
Characteristic
Metric
(% of STI or
LTI plan)
Purpose
Fixed
Base Salary
Cash
Paid Annually
N/A
An annually fixed level of pay that reflects the role, scope, and complexity of each NEO’s position relative to the market and to other NEOs.
Performance
Short-Term Incentive
Cash
Completely at Risk
Adjusted EBITDA
(25%)
Company performance-based compensation payable only upon achievement of Company-wide or business unit-specific performance metrics.
Revenue Growth Relative to Revenue Peer Group
(25%)
Company performance-based compensation payable only upon achievement of metrics comparing the Company’s revenue growth with that of the Revenue Peer Group.
Individual Performance Goals
(50%)
Individual performance-based compensation payable only upon achievement of specific objectives related to achieving the Company’s operating plan.
Long-Term Incentive
Performance Share Unit Awards
ROE and EBITDA CAGR
(50%)
Company performance-based compensation that delivers shares of Common Stock only if the Company meets certain performance metrics over a multi-year period.
Time-Based
Long-Term Incentive
Restricted Stock Unit Awards
Three-year vesting
N/A
(50%)
Retention-oriented compensation.
Fixed
Benefits
Health, welfare, and retirement programs
Generally available
N/A
NEOs participate in the same benefit programs that are offered to other highly compensated employees.
TrueBlue, Inc. 2024 Proxy Statement  P. 33

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
As seen in the charts below, a significant portion of each NEO’s target compensation is at risk and dependent on the achievement of annual and long-term performance targets. These charts reflect the percentages of our 2023 CEO and other NEO compensation that represent base salary, STI (at target), PSUs (at target), and RSU awards, as applicable. These charts reflect Ms. Owen’s compensation plan as CEO, and the average of the other NEOs’ compensation plans based on each of their positions as of the end of 2023; these charts do not include the compensation of Mr. Cooper or Mr. Gafford since they are no longer serving the Company.
2023 Target Total Compensation Mix


(1)
Ms. Owen became CEO of the Company as of September 12, 2023. These amounts reflect her target compensation as CEO and are not prorated with her target compensation as COO.
(2)
Consistent with Company policies, Ms. Owen received a promotional RSU award upon assuming the CEO position. This amount does not include her promotional award.

(1)
As discussed above, Messrs. Schweihs and Betori and Ms. Willis were promoted during 2023. These amounts reflect each of their target compensation in the role for which they were serving at the end of the fiscal year and are not prorated with their pre-promotion compensation.
(2)
Consistent with Company policies, Messrs. Schweihs and Betori and Ms. Willis received a promotional RSU award upon each of their promotions. This amount does not include their promotional awards.
Strong Governance and Best Pay Practices
Our executive compensation philosophy is reflected in the programs and practices we embrace and how they align with shareholders’ long-term interests. Below is a summary of these programs and practices.
What We Do
What We Do Not Do
 Pay for performance by delivering a significant portion of
compensation through performance and equity-based plans
 
X No excessive or guaranteed pay targets. All potential
payouts are capped and tied to measurable targets
 Request annual shareholder advisory say-on-pay votes
 
X No re-pricing of options or equity grants
 Target total compensation near the median of relevant peers
 
X No pension benefits
 Maintain meaningful stock ownership guidelines for all
named executive officers
 
X No gross-up of excise taxes upon a change in control
 Engage an independent compensation consultant
 
X No hedging or short sales of Company stock, with pledging
discouraged
 Retain double trigger change-in-control agreements
 
X No reward for excessive risk-taking
 Conduct an annual risk analysis of compensation programs
 
X No excessive executive perquisites
 Maintain clawback policies
 
X No cash buyouts of underwater options
 Require minimum vesting period for equity grants
 
X No special health or welfare benefits for executives
 Include ESG goals in executive compensation
 
 
 Maintain a Compensation Committee comprised solely of
independent directors
 
 
TrueBlue, Inc. 2024 Proxy Statement  P. 34

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Shareholder Feedback
The Company provides shareholders an annual “say-on-pay” advisory vote on its executive compensation program. At our 2023 Annual Meeting of Shareholders, shareholders expressed support for the compensation of our NEOs, with 88% of the votes cast for approval of the “say-on-pay” advisory vote. After our 2023 annual meeting, our CEO, CFO, and other members of management met with over 30 investors to introduce our new leadership structure and discuss matters of concern to these shareholders. The Compensation Committee discussed and considered shareholder feedback provided directly to management during these shareholder engagement activities. The Compensation Committee considered this shareholder feedback and the results of the 2023 advisory vote in evaluating the Company’s executive compensation programs. In light of investor feedback, the Compensation Committee has continued to improve disclosures related to the executive compensation program and considered additional modifications to the executive compensation program in 2024.
Effective Risk Management
As part of its oversight of our compensation program, the Compensation Committee regularly reviews the various components of our executive compensation plans. The Compensation Committee concluded that the plans do not create risks reasonably likely to have a material adverse effect on the Company and the plans encourage appropriate, but not excessive, levels of risk-taking.
The 2023 STI plan focused on multiple goals, including Adjusted EBITDA, revenue growth measured against our Revenue Peer Group, resource management, leadership development, ESG and HCM initiatives, operational goals, and Company profitability. Appropriate payouts were provided for achieving these goals. Another component of the Company’s balanced compensation approach is the LTI plan, which is a significant portion of the NEOs’ compensation, and includes time-based RSU awards and performance-based PSU awards. The vesting and performance requirements of these awards provide meaningful alignment with shareholder interests.
The Compensation Committee believes the following features of our 2023 compensation program served to mitigate excessive or unnecessary risk-taking:
Compensation Risk Mitigation Features
Pay Mix
Compensation is a mix of base salary and short- and long-term incentives providing compensation opportunities measured by a variety of time horizons to balance our operational and strategic goals.
Metrics
Short- and long-term incentives included financial and non-financial metrics or objectives that required substantial performance on a broad range of significant initiatives and/or sustained financial performance and growth.
Caps
Performance-based incentives are capped with a maximum limit on the amount that could be earned.
Performance Goals
Goals are approved by our independent directors and take into account our historical performance, current strategic initiatives, and the expected economic environment.
Equity
Equity incentive programs and stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in the Company.
Risk Mitigation Policies
Clawback policies
Equity Ownership Guidelines
Insider Trading Policy
Related Party Policy
Anti-hedging policies
Minimum vesting periods for equity awards
EXECUTIVE COMPENSATION PROCESS, GOVERNANCE, AND PHILOSOPHY
Compensation Program Objectives
The Compensation Committee designs our annual executive compensation program with the goal of achieving the following objectives:
Attracting and retaining the key executive talent needed to achieve our long-term business strategies;
Basing a significant portion of each NEO’s annual compensation opportunity on both Company and individual performance;
Establishing performance targets for incentive compensation that align with both our short- and long-term business strategies;
Motivating NEOs to create long-term shareholder value;
Reflecting the role, scope, and complexity of each NEO’s position relative to other NEOs;
Balancing the need to be competitive with our industry peers with our commitment to control costs; and
Targeting total direct compensation near the median of our peers.
TrueBlue, Inc. 2024 Proxy Statement  P. 35

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee Oversight of NEO Compensation
Compensation for our executives is determined by the Compensation Committee. The Compensation Committee sets and approves the CEO’s compensation levels and awards. This Committee, with participation from the other independent directors on the Governance Committee, is also responsible for reviewing the corporate goals and objectives relevant to the compensation of the CEO and evaluating the CEO’s performance in light of those goals and objectives. The Compensation Committee oversees, regularly reviews, and approves compensation programs for our CEO and other NEOs.
The Compensation Committee has regularly scheduled meetings each quarter and has additional meetings as appropriate. During 2023, the Compensation Committee met seven times. The agenda for each meeting is set by the Chair of the Compensation Committee. The Compensation Committee has full authority to directly retain the services of outside counsel and compensation consultants and has done so on a regular basis. Our CEO and other NEOs may also attend portions of the Compensation Committee meetings in order to provide information and help explain data relating to matters under consideration by the Compensation Committee. They are not present during deliberations or determinations of their respective compensation or during executive sessions that occur without management present in connection with each meeting. Outside counsel and independent compensation consultants also regularly attend Compensation Committee meetings.
In determining executive compensation plans and approving incentive targets, the Compensation Committee considers its compensation objectives, shareholder value creation, compensation practices of our peers in the marketplace, the roles and responsibilities of each NEO, and internal pay equity. The Compensation Committee seeks to align compensation with our current and long-term business strategy and goals. There is no formal weighting of any of these factors; the Compensation Committee uses its informed judgment in determining pay targets and amounts. The Compensation Committee reviews and discusses annual pay elements each year. The Compensation Committee uses the target amounts of these key elements to determine the annual at-target total direct compensation of our NEOs, which is a useful measure of pay because it reflects the intended aggregate value of those key elements of pay at the time the pay decision is made. It evaluates other programs as needed based on changes in compensation objectives, alignment with overall Company direction and business strategy, competitive trends, accounting rules, and changes in tax and other laws and regulations.
Independent Compensation Consultant
The Compensation Committee engages an independent compensation consultant. In 2023, this consultant was Mercer US LLC (“Mercer”). The Compensation Committee evaluates the independence of Mercer to ensure that no conflicts of interest of any kind exist between Mercer and the Company, including personal or business relationships between Mercer and the Company, Company directors, or Company executive officers, Company stock ownership by Mercer, or engagement of Mercer by the Company for other material services. Mercer attends key meetings of the Compensation Committee and is available to the Compensation Committee as necessary.
Information provided by Mercer is considered by the Compensation Committee but does not directly determine any of the Company’s actual compensation decisions. The Compensation Committee applies its informed judgment when establishing the compensation elements, targets, and final awards.
Peer and External Market Data
Our executive compensation program is reviewed annually, with a detailed review of peer compensation every two years or as needed, so that the Compensation Committee can remain informed of changes in the compensation programs maintained by similarly-situated peer companies. For executive compensation during 2023, this review occurred in late 2021. This study was updated during 2023 for considering the salary levels applicable to Ms. Owen and Mr. Schweihs with their appointment to CEO and CFO, respectively. For this review, the Compensation Committee retained Mercer to provide an in-depth external review of our executive compensation programs as compared to a peer group (“Compensation Peer Group”). The Compensation Committee selects the Compensation Peer Group from similarly-sized companies engaged in staffing, outsourced human resources services, or companies that operated in industries with multi-unit branches on a national basis.
TrueBlue, Inc. 2024 Proxy Statement  P. 36

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
The report received from Mercer (“2021 Mercer Report”) of external Compensation Peer Group pay practices provided comparative data related to base salaries, actual and target STI and LTI, and total direct compensation. The 2021 Mercer Report was based on information compiled from both Compensation Peer Group proxy data and published salary surveys compiled by Mercer. The data from the Compensation Peer Group was combined with national published
surveys compiled by Mercer (U.S. Global Premium Executive Remuneration Suite) and Willis Towers Watson (Survey Report on Top Management Compensation). The Compensation Peer Group for 2022-2023 included the 16 companies set forth in the table below, which remained unchanged from the 2020-2021 Compensation Peer Group:
2022 - 2023 Compensation Peer Group
Peer
Employment Services
Multi-Branch
Locations
Revenue within 0.3 to
3.0x of TBI’s Revenue
AMN Healthcare Services, Inc.
 
ASGN Incorporated
 
Barrett Business Services, Inc.
 
Cintas Corporation
 
 
H&E Equipment Services, Inc.
 
Healthcare Services Group, Inc.
 
Herc Holdings Inc.
 
Insperity, Inc.
 
Kelly Services, Inc.
 
Kforce Inc.
 
Korn Ferry
 
Robert Half International, Inc.
 
TriNet Group, Inc.
 
Unifirst Corporation
 
United Rentals, Inc.
 
 
Volt Information Sciences, Inc.
 
Based on the 2021 Mercer Report, the Company’s size relative to the Compensation Peer Group is shown below:


TrueBlue, Inc. 2024 Proxy Statement  P. 37

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
The 2021 Mercer Report found the following with respect to the Company’s executive compensation:
Base salaries were generally between the 25th percentile and market median, with variability by position;
Short-term cash incentive targets approximate the market median, with variability by position;
Target long-term equity incentive grant value was generally between the 25th percentile and market median, with variability by position;
Total direct compensation was generally between the 25th percentile and market median.
The Company strives for total direct compensation to be approximately at the median of the Compensation Peer Group. After referring to the data provided, the Compensation Committee approved increases to the 2023 compensation targets for Mr. Gafford and Mr. Ferencz. During 2023, when considering the compensation levels of newly promoted NEOs, the Compensation Committee referred to this study, as well as updates to the study provided by the independent compensation consultant, when considering pay levels for NEOs.
Incentive Plan Metrics
The Compensation Committee set targets for Company and business unit performance, as applicable, under the 2023 STI plan based on target levels of achieved Adjusted EBITDA, a non-GAAP measure defined below. For purposes of the 2023 STI plan, consistent with our investor presentations, the Compensation Committee excluded from earnings before interest, taxes, depreciation and amortization (“EBITDA”): third-party processing fees for hiring tax credits, PeopleReady technology upgrade costs, amortization of software as a service assets, goodwill and intangible asset impairment charges, executive leadership transition expenses, and other adjustments (“Adjusted EBITDA”)2. The Compensation Committee decided that excluding such items in assessing management performance more closely aligned management incentives with shareholder interests. Adjusted EBITDA is a key metric used by management to evaluate the performance of the Company. The Compensation Committee also believes aligning executive compensation with Adjusted EBITDA incentivizes management to appropriately control costs while increasing revenue. Finally, Adjusted EBITDA is a metric that is reviewed by, and considered important to, our investors in measuring our performance.
In 2023, the Compensation Committee selected ROE as the performance metric for the 2023 PSUs after considering several other potential targets and metrics, including stock price, total shareholder return, earnings per share, and other relative and absolute metrics. The Compensation Committee believed ROE was an appropriate performance metric for aligning the NEOs’ interests with the Company’s long-term goals and shareholder interests. Among other benefits, a focus on ROE encourages our NEOs to make business decisions with a balanced view of increasing Company profitability, the effective use of capital, and value creation for shareholders. ROE is calculated as adjusted net income, divided by average equity, which is measured quarterly during the performance period.
Meaningful Targets Put Compensation at Risk
The LTI plan was designed to align the interests of the NEOs with those of our shareholders. The combination of vesting requirements and stock ownership guidelines is intended to promote retention and a long-term commitment to the Company. The Compensation Committee has determined that PSUs provide the most direct link between executive compensation and specific long-term performance goals that are aligned with the Company’s business objectives and shareholder interests.
Our pay-for-performance philosophy and the meaningful goals we apply to our executive compensation program are evidenced by our payouts over the past nine years for our PSU awards as shown below. Participants in our LTI plan have not received a PSU payout for three of the last nine years. As disclosed in prior proxy statements and this proxy statement, PSU awards for the 2015-2017, 2016-2018 and 2021-2023 performance periods were not earned because the Company did not meet the minimum performance conditions approved by the Compensation Committee. In the past few years, PSU payouts have been meaningful but below target as Company performance levels have not met targets set by the Compensation Committee.

TrueBlue, Inc. 2024 Proxy Statement  P. 38

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
2023 NEO COMPENSATION
Base Salaries
We provide base salaries to give NEOs a stable amount of cash compensation, but ensure salary represents only a portion of each NEO’s target compensation. In 2023 the base salaries of our NEOs were as follows:
NEO(1)
2022 Base
Salary
2023 Base
Salary
Percentage
Increase
Rationale for Salary Increases
Taryn R. Owen(2)
$660,000
$860,000
30%
This increase in salary reflects Ms. Owen’s additional responsibilities and duties associated with her promotion to CEO.
Steven C. Cooper
$1,000,000
$1,000,000
—%
 
Carl R. Schweihs(3)
$500,000
$550,000
10%
This increase in salary reflects Mr. Schweihs’s additional responsibilities and duties associated with his promotion to CFO.
Derrek L. Gafford
$550,000
$605,000
10%
These salary increases reflect an increase to better align Mr. Gafford’s salary with the Compensation Committee’s intent to target salary levels appropriately within the Company’s Compensation Peer Group. As a result of this increase, Mr. Gafford’s total compensation increased from the 50th percentile to the target position within the Compensation Peer Group. The Compensation Committee determined this was an appropriate level of compensation due to Mr. Gafford’s long tenure with the Company and time in the CFO position.
Garrett R. Ferencz
$450,000
$495,000
10%
These salary increases reflect an increase to better align Mr. Ferencz’s salary with the Compensation Committee’s intent to target salary levels appropriately within the Company’s Compensation Peer Group. As a result of this increase, Mr. Ferencz’s compensation increased from the 40th percentile to the target position within the Compensation Peer Group. The Committee determined this was an appropriate level of compensation due to Mr. Ferencz’s long tenure with the Company and critical role on the executive team.
Richard P. Betori(4)
$432,000
N/A
 
Kristy A. Willis(5)
$432,000
N/A
 
(1)
Please refer to the Summary Compensation Table for details regarding actual salaries received by each of the NEOs for 2023.
(2)
Ms. Owen assumed the role of CEO on September 12, 2023, and thus received a pro-rated amount of this annual salary based on the date she assumed the position.
(3)
Mr. Schweihs assumed the role of CFO on October 30, 2023, and thus received a pro-rated amount of this annual salary based on the date he assumed the position.
(4)
Mr. Betori assumed the role of President of PeopleScout on March 20, 2023, and thus received a pro-rated amount of this annual salary based on the date he assumed the position.
(5)
Ms. Willis assumed the role of President of PeopleReady on March 20, 2023, and thus received a pro-rated amount of this annual salary based on the date she assumed the position.
TrueBlue, Inc. 2024 Proxy Statement  P. 39

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Short-Term Incentive Plan
The 2023 STI plan for our NEOs measured and rewarded performance against three components, weighted as follows:
(1) 25% for the Company’s Adjusted EBITDA performance for Ms. Owen and Messrs. Cooper, Schweihs (as CFO), Gafford, and Ferencz and Adjusted EBITDA performance of the business unit directly under their respective control for Messrs. Schweihs (as President of PeopleManagement) and Betori and Ms. Willis (as President of PeopleScout, and PeopleReady, respectively); (2) 25% for the Company’s relative revenue growth as compared to the Revenue Peer Group, defined in the Executive Compensation Process, Governance, and Philosophy section above; and (3) 50% for individual performance. The table below shows the performance components (Company/Business Unit, and Relative Revenue Growth, and Individual) and threshold, target, and maximum payout levels approved by the Compensation Committee for the 2023 STI plan.
Consistent with the objective that potential compensation reflects the role and responsibilities of each NEO, the STI potential varies by NEO to reflect the individual’s market value and role within the Company. The STI is completely at risk, and no cash award will be made unless the individual, Company/business unit, or relative revenue growth thresholds are met.
The individual performance component of the 2023 STI plan allowed NEOs to earn up to 120% of their target award. The Compensation Committee considers this exercise of discretion appropriate in order to have the ability to acknowledge and reward possible extraordinary achievement in some portions of the individual performance goals. The Committee also approved threshold, target, and maximum potential payouts according to potential Adjusted EBITDA and relative revenue growth results for the Company. Award levels are interpolated between levels beginning at the threshold level where 25% of the target is awarded, up to the maximum level where 200% of the target is awarded.
STI Plan Opportunity
The following table shows the STI opportunity for each NEO, including the threshold, target, and maximum opportunities for each financial performance component (award payouts are interpolated between levels):
Executive
Individual
Performance(1)
Company
Adjusted EBITDA
Business Unit
Adjusted EBITDA(2)
Company
Relative Revenue Growth
 
Target
Maximum(3)
Threshold
($50 million)
Target
($80 million)
Maximum
($120 million)
Threshold
Target
Maximum
Threshold
(-5%)
Target
(0%)
Maximum
(5%)
Taryn R. Owen(4)
$448,759
$538,511
$56,095
$224,379
$448,759
$56,095
$224,379
$448,759
Steven C. Cooper
$750,000
$900,000
$93,750
$375,000
$750,000
$93,750
$375,000
$750,000
Carl R. Schweihs(5)
$190,685
$228,822
$4,379
$17,517
$35,034
$19,456
$77,825
$155,651
$23,836
$95,342
$190,685
Derrek L. Gafford
$226,875
$272,250
$28,359
$113,438
$226,875
$28,359
$113,438
$226,875
Garrett R. Ferencz
$185,625
$222,750
$23,203
$92,813
$185,625
$23,203
$92,813
$185,625
Richard P. Betori(6)
$145,960
$171,436
$20,567
$82,269
$155,249
$15,923
$63,690
$127,381
Kristy A. Willis(7)
$147,016
$172,492
$20,831
$83,326
$156,834
$15,923
$63,690
$127,381
(1)
There was no threshold applicable to the individual performance component.
(2)
For Mr. Schweihs, PeopleManagement’s threshold, target, and maximum Adjusted EBITDA targets were set at $10 million, $14.0 million, and $19.3 million, respectively. For Mr. Betori, PeopleScout’s threshold, target, and maximum Adjusted EBITDA targets were set at $32.0 million, $45.0 million, and $61.9 million, respectively. For Ms. Willis, PeopleReady’s threshold, target, and maximum Adjusted EBITDA targets were set at $37.5 million, $53.0 million, and $73.2 million, respectively.
(3)
Each of the NEOs could have earned up to 120% of the target if their performance exceeded expectations, provided that Mr. Betori and Ms. Willis could only earn up to 100% for their pre-promotion compensation package.
(4)
Effective September 12, 2023, Ms. Owen became the Company’s CEO. These amounts reflect the prorated amount of her STI award, including her former role as COO.
(5)
Effective October 30, 2023, Mr. Schweihs became the Company’s CFO. These amounts reflect the prorated amount of his STI award, including his former role as President of PeopleManagement.
(6)
Effective March 20, 2023, Mr. Betori became the President of PeopleScout. These amounts reflect the prorated amount of his STI award, including his former role with the Company.
(7)
Effective March 20, 2023, Ms. Willis became the President of PeopleReady. These amounts reflect the prorated amount of her STI award, including her former role with the Company.
TrueBlue, Inc. 2024 Proxy Statement  P. 40

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Total Target and Actual 2023 STI Award
The following table shows the total STI target award in 2023 for each NEO compared to the actual STI award, based on the performance results described below:
Executive
STI Target
Actual Award
Percentage of Target Awarded
Taryn R. Owen(1)
$897,518
$689,931
77%
Steven C. Cooper
$1,500,000
$1,087,500
73%
Carl R. Schweihs(2)
$381,370
$283,500
74%
Derrek L. Gafford
$453,750
$328,969
73%
Garrett R. Ferencz
$371,250
$297,000
80%
Richard P. Betori(3)
$291,920
$197,442
68%
Kristy A. Willis(4)
$294,033
$192,576
65%
(1)
Effective September 12, 2023, Ms. Owen became the Company’s CEO. As such, these amounts reflect her prorated STI award.
(2)
Effective October 30, 2023, Mr. Schweihs became the Company’s CFO. As such, these amounts reflect his prorated STI award.
(3)
Effective March 20, 2023, Mr. Betori became the President of PeopleScout. As such, these amounts reflect his prorated STI award.
(4)
Effective March 20, 2023, Ms. Willis became the President of PeopleReady. As such, these amounts reflect her prorated STI award.
2023 Company Adjusted EBITDA Performance
The Company’s Adjusted EBITDA target for the STI plan in 2023 was $80.0 million, with the threshold set at $50.0 million and maximum set at $120.0 million. Due to the challenging economic environment, the Company generated only $29.0 million in Adjusted EBITDA, and as a result, Ms. Owen, and Messrs. Cooper, Gafford, and Ferencz earned zero payout for this component of the STI plan. These targets were set in early 2023 to align with the Company’s internal forecasts which anticipated that 2023 would reflect a challenging economic cycle for the Company’s markets and aligned with guidance provided quarterly to investors during the year.
2023 Business Unit Adjusted EBITDA Performance
The 2023 STI opportunity for Mr. Schweihs included a component focused on the performance for PeopleManagement, the specific business unit under his management. The 2023 Adjusted EBITDA target for PeopleManagement was $14.0 million, with the threshold at $10.0 million and the maximum at $19.3 million. PeopleManagement’s actual Adjusted EBITDA was $7.0 million, resulting in zero payout to Mr. Schweihs for this component of his STI plan.
The 2023 STI opportunity for Mr. Betori included a component focused on the performance for PeopleScout, the specific business unit under his management. The 2023 Adjusted EBITDA target for PeopleScout was $45.0 million, with the threshold at $32.0 million and the maximum at $61.9 million. PeopleScout’s actual Adjusted EBITDA was $26.9 million, resulting in zero payout to Mr. Betori for this component of his STI plan.
The 2023 STI opportunity for Ms. Willis included a component focused on the performance for PeopleReady, the specific business unit under her management. The 2023 Adjusted EBITDA target for
PeopleReady was $53.0 million, with the threshold at $37.5 million and the maximum at $73.2 million. PeopleReady’s actual Adjusted EBITDA was $26.6 million, resulting in zero payout to Ms. Willis for this component of his STI plan.
2023 Company Relative Revenue Growth Performance
The Compensation Committee selected the following Revenue Peer Group (as measured by specific revenue segments) for the relative revenue growth component of the 2023 STI plan:
Manpower Group, Inc. (U.S. Manpower brand);
Randstad N.V. (U.S. Staffing/In-House);
Kelly Services, Inc. (Professionals & Industrial - Americas Staffing); and
Adecco Group (North America General Staffing).
In each case, the Compensation Committee selected the reporting segment most comparable to the Company’s business, adjusted for organic results, consistent billing days, constant currency, and similar factors. The Company’s relative revenue growth target as compared to the Revenue Peer Group for the 2023 STI plan was 0%, or the same revenue growth as the average revenue growth for the Revenue Peer Group, with the threshold set at the Company’s revenue growth being 5% lower than the average revenue growth of the Revenue Peer Group and maximum set at the Company’s revenue growth being 5% greater than the average revenue growth of the Revenue Peer Group. As a result of the NEOs’ management efforts during 2023, the Company achieved revenue growth that was 0.7% lower than the average revenue growth of the Revenue Peer Group during 2023. As a result, the NEOs earned a payout of 90% of target for this component of the STI plan.
TrueBlue, Inc. 2024 Proxy Statement  P. 41

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
2023 Individual Performance Goals
The Company’s STI program includes a component for the accomplishment of non-financial or strategic individual goals. These individual goals comprise 50% of the total target STI award available. The Committee determined this was an appropriate portion of the STI award in light of the cyclical nature of the Company's business cycle. The achievement of these goals for the CEO and COO was reviewed and evaluated by the independent directors of our Governance Committee, which recommended an achievement level to the Compensation Committee for approval. The achievement of individual goals for the other NEOs is evaluated by the CEO and recommended to the Compensation Committee for final approval. The table below summarizes the individual strategic goals achieved by our NEOs during 2023.
Executive
Individual Performance Goals
Taryn R. Owen, CEO
• Leadership Development and Succession Planning
• Three-Year Strategy Planning, Business Line Portfolio Management and Enterprise Risk Management
Taryn R. Owen, COO
• Differentiation Through Technology
• Delivery Model
• Gross Margin
• Expand Skilled Trades, CPU, and Renewable Energy Business
Steven C. Cooper
• Leadership Development and Succession Planning
• Three-Year Strategy Planning, Business Line Portfolio Management
• Core PeopleReady Technology
Carl R. Schweihs, CFO
• Initial Investor Meetings and Conferences
• Capital Spending Controls
Carl R. Schweihs, PeopleManagement
• Segment Gross Margin
• Segment Geographic Expansion
• Cross-Selling
Derrek L. Gafford
• Strategic Planning
• Emerging Technologies in Finance
• Internal and external satisfaction scores
Garrett R. Ferencz
• Government Relations Program
• ESG Program
• Ethics Program
• DE&I
Richard P. Betori
• Segment Gross Margin
• Global Leadership Structure
Kristy A. Willis
• Launch New Jobstack Application
• Alternative Delivery Models
Ms. Owen’s individual performance incentive for 2023 was based on specific performance goals first in her role as COO and then in her role as CEO as reflected in the chart above. At the end of the year, each director, except Ms. Owen, independently evaluated each area of Ms. Owen’s performance in both the COO and CEO role. The evaluations were aggregated and discussed at the December 2023 meeting of the Governance Committee. All members of the Compensation Committee were present and participated in this evaluation discussion. The Governance Committee made its performance evaluation recommendations. The Compensation Committee considered this recommendation and determined the amount of compensation that was appropriate to reward for this performance, concluding that Ms. Owen performed at a level that entitled her to receive 100% of her target for the individual performance component of the STI plan as COO, or $252,608, and 120% of her target award in her role as CEO, or $235,381.
Mr. Cooper’s individual performance incentive for 2023 was based on specific performance goals involving his areas of responsibility as reflected in the chart above. At the end of the year, each director,
except Ms. Owen, independently evaluated each area of Mr. Cooper’s performance. The evaluations were aggregated and discussed at the December 2023 meeting of the Governance Committee. All members of the Compensation Committee were present and participated in this evaluation discussion. The Governance Committee made its performance evaluation recommendations. The Compensation Committee considered this recommendation and determined the amount of compensation that was appropriate to reward for this performance, concluding that Mr. Cooper performed at a level that entitled him to receive 100% of his target for the individual performance component of the STI plan, or $750,000.
The individual performance goals for other NEOs focused on categories such as growth, HCM, profit and loss responsibilities, strategic planning, change leadership, and our ethics program, as more specifically reflected in the chart above. Based on Ms. Owen’s recommendations, where applicable, as reviewed and approved by the Compensation Committee, Mr. Schweihs received 100% in his role as President of PeopleManagement and 120% in his role as CFO,
TrueBlue, Inc. 2024 Proxy Statement  P. 42

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Mr. Gafford received 100%, Mr. Ferencz received 115%, Mr. Betori received 96%, and Ms. Willis received 92%, of his or her respective target for the individual performance component of the STI plan.
Long-Term Equity Incentive Plan
Similar to previous years, the 2023 annual equity awards for NEOs were comprised of a combination of RSU and PSU awards. The value of the annual long-term equity awards is allocated equally between annual PSU grants and RSU grants to provide an appropriate balance between long-term performance incentives and retention goals.
In addition, consistent with our Company policy that is generally applicable to all employees who participate in the annual equity award program, our NEOs promoted in 2023 also received equity grants according to this policy.
2023 Award of RSUs
The number of RSUs granted was calculated by dividing the target dollar value of the award by the average closing price of the Common Stock during the 60 trading days preceding and including the grant date. The annual grant date is the second trading day after the announcement of fourth quarter and year-end results, which, for the 2023 grant, was February 3, 2023.
2023 Award of PSUs
In early 2023, the Compensation Committee determined that ROE was the best available measure of the Company’s performance to align our NEO’s interests with shareholders. As in prior years, the Compensation Committee determined that a return metric has a high correlation with value creation for shareholders. Among other benefits, maintaining long-term ROE encourages our NEOs to make business decisions with a focus on the effective use of capital.
As such, the PSUs awarded in 2023 are earned and have the potential to vest depending on the Company’s cumulative average ROE over a three-year performance period. The Compensation Committee established the target ROE at the beginning of the performance period and will compare that growth target to the three-year cumulative ROE upon completion of the performance period to determine achievement. The PSU awards are completely at risk and the underlying shares of Common Stock will be issued only if the established targets are met at the completion of the three-year performance period.
The Compensation Committee calculated the target number of PSUs awarded by dividing the target dollar value of the award by 80% of the average closing price of Common Stock during the 60 trading days preceding and including the grant date. Mercer recommended this 20% discount to reflect the contingent nature of the PSUs and the risk of forfeiture.
The Compensation Committee established and approved threshold, target, and maximum vesting rates of PSUs according to potential ROE results for the Company. Award levels will be interpolated between levels beginning at the 25% threshold level up to the 150% maximum level. The number of PSUs earned and vested at the end of the three-year award period will be determined by the ROE achieved during the performance period as shown in the table below. These targets were set in early 2023 to align with the Company’s internal forecasts which anticipated challenging economic conditions for the Company and its customers. These forecasts were generally reflected in the guidance provided quarterly to investors during the year. In 2023, target performance level remained unchanged from prior years to reflect the Committee’s desired performance level but reduced both the threshold performance level and payout amount to provide a meaningful opportunity to achieve a portion of this component of the long-term incentive program.
3-Year average ROE
Performance Target
% of Target PSUs Earned
3-Year Average Return on Equity
Maximum
18%
150%
Target
14%
100%
Threshold
8%
25%
TrueBlue, Inc. 2024 Proxy Statement  P. 43

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
2023 Total Target Long-Term Incentive Awards
The following table sets forth the total allocation of RSU and PSU awards at target granted to our NEOs during 2023, with the percentages applicable to the base salary that was in effect at the time of the award:
NEO
Promotional RSU
Grants as a % of
Base Salary(1)
Total Target
Annual Equity
Grant as a % of
Base Salary
Components of Total
Target Annual Equity Grant
Restricted
Stock Units
as a % of
Base Salary
PSUs
as a % of
Base Salary
Taryn R. Owen
40%(2)
175%
87.5%
87.5%
Steven C. Cooper
350%
175%
175%
Carl R. Schweihs
40%(3)
110%
55%
55%
Derrek L. Gafford
150%
75%
75%
Garrett R. Ferencz
125%
62.5%
62.5%
Richard P. Betori
40%(4)
110%
55%(5)
55%
Kristy A. Willis
40%(6)
110%
55%(5)
55%
(1)
These amounts reflect the percentage of the NEOs’ base salary upon promotion.
(2)
Ms. Owen received a promotional RSU award upon assuming the role of President and CEO of the Company on September 12, 2023.
(3)
Mr. Schweihs received a promotional RSU award upon assuming the role of EVP, CFO of the Company on October 30, 2023.
(4)
Mr. Betori received a promotional RSU award upon assuming the role of EVP, President of PeopleScout on March 20, 2023.
(5)
These amounts reflect the intent of the Company through the combination of two RSU awards. Due to an administrative delay, Mr. Betori and Ms. Willis were promoted shortly after the annual equity award dates. As such, they were each awarded a top-up grant in an amount equal to the difference between their annual RSU grant, which was granted based on their pre-promotion salary on February 3, 2023, and the amount their annual RSU grant should have been, based on the compensation package approved by the Compensation Committee for their new roles. As such, Mr. Betori’s total annual RSU award had a target value of $237,600 of which $139,104 was granted on February 3, 2023, and the top-up portion of $98,496 was granted on April 3, 2023, the first business day of the next month after his promotion. Ms. Willis’s total annual RSU award had a target value of $237,600 of which $147,014 was granted on February 3, 2023, and the top-up portion of $90,586 was granted on April 3, 2023, the first business day of the next month after her promotion.
(6)
Ms. Willis received a promotional RSU award upon assuming the role of EVP, President of PeopleReady on March 20, 2023.
2023 Promotion Awards
Consistent with our Company policy that is generally applicable to all employees who participate in the annual equity award program, our NEOs promoted in 2023 also received equity grants according to this policy.
On October 2, 2023, Ms. Owen received a grant of RSUs targeted at $344,000 as an award for her promotion to President and CEO of the Company.
On November 1, 2023, Mr. Schweihs received a grant of RSUs targeted at $220,000 as an award for his promotion to EVP, CFO of the Company.
On April 3, 2023, Mr. Betori received a grant of RSUs targeted at $172,800 as an award for his promotion to EVP of the Company and President of PeopleScout.
On April 3, 2023, Ms. Willis received a grant of RSUs targeted at $172,800 as an award for her promotion to EVP of the Company and President of PeopleReady.
The number of shares for these awards was calculated by dividing the award’s target dollar value by the average closing price of the Company’s stock during the 60 trading days preceding and including the grant date. These promotional awards will vest in equal annual installments over four years.  
Additional 2023 NEO Compensation Considerations
2021 PSU Award Determination (2021-2023) Performance Period)
Messrs. Gafford, Schweihs, and Ferencz and Ms. Owen each received PSUs as a component of their total long-term equity awards in 2021, which would vest, if at all based on the Company’s achievement of Adjusted EBITDA CAGR goals over the three-year performance period. During the 2021-2023 performance period the Company achieved an Adjusted EBITDA CAGR of -9.2%, which was below the threshold Adjusted EBITDA CAGR of 25%, resulting in zero PSUs being earned for this award.
2021 Retention PSU Award Determination (2021-2023 Performance Period)
In 2021 the Compensation Committee considered the need to ensure the retention and engagement of the experienced and tenured leadership of the Company during the Company’s recovery from the pandemic-related recession and in light of the increasingly competitive market for talent in the industry and made certain one-time additions to the compensation packages of three NEOs. As a result, Ms. Owen, and Messrs. Gafford and Schweihs received one-time retention grants of PSUs (“Retention PSUs”) with a grant date of February 5, 2021.
TrueBlue, Inc. 2024 Proxy Statement  P. 44

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
The Retention PSU grants were based on a target value of $700,000 for Ms. Owen, $600,000 for Mr. Schweihs, and $400,000 for Mr. Gafford. Up to 50% of these awards vested on the second anniversary of the grant for the 2021-2022 performance period (“Tranche 1”), and up to 50% plus any portion of Tranche 1 not previously earned could be earned based on performance over the 2021-2023 performance period and vest on the third anniversary of the grant (“Tranche 2”), in each case, only if certain individual performance criteria were met. In no event would more than 100% of the award be earned by the NEOs. These Retention PSUs were completely at risk and would not vest in any amount if the individual performance goals were not met. The individual performance goals were oriented to the long-term strategic growth plans of each individual’s business unit or support function. The Compensation Committee calculated the target number of Retention PSUs awarded by dividing the target dollar value of the award by the average closing price of the Common Stock during the 60 trading days preceding and including the grant date.
As mentioned in last year’s proxy statement, in January 2023, the Compensation Committee met and discussed the level of achievement of each of the executives’ individual performance goals for Tranche 1 within their respective Retention PSU performance criteria. As a result of those discussions, Ms. Owen and Messrs. Gafford and Schweihs earned 40%, 40%, and 50%, of their respective Retention PSUs which resulted in the vesting of that portion of the Retention PSUs into shares of Common Stock on February 5, 2023.
In December 2023, the Compensation Committee met and discussed the level of achievement of each of the executives’ individual performance goals for Tranche 2 within their respective Retention PSU performance criteria. As a result of those discussions, Ms. Owen and Messrs. Gafford and Schweihs earned 60%, 60%, and 50%, of their respective Retention PSUs which resulted in the vesting of that portion of the Retention PSUs into shares of Common Stock on February 5, 2024.
Preview of Changes for 2024 Compensation Program
During late 2023 and early 2024, the Committee, the Company’s management, and the Committee’s independent compensation consultant considered changes to the executive compensation program for Company executives. The Committee considered evolving market practices, changes in Company strategy, and the need to properly incentivize NEOs to focus on Company growth and increasing shareholder value. The Committee decided that an effective way to emphasize both of these goals was to split the PSU portion of the LTI plan into two components. The first component, comprised of a majority of the award, would vest based upon Adjusted EBITDA levels achieved and aggregated over the 2024-2026 performance period. The second component of the 2024 LTI plan will be based on the achievement of relative total shareholder return targets over this same period, as measured against a designated peer group.
TrueBlue, Inc. 2024 Proxy Statement  P. 45

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION ELEMENTS
Nonqualified Deferred Compensation Plan
The NEOs, on the same basis as our other highly compensated employees, as defined in Internal Revenue Service (“IRS”) regulations, are entitled to participate in the Deferred Compensation Plan. The NEOs are not entitled to participate in the Company’s 401(k) plan. The Company’s Deferred Compensation Plan allows participants to maintain their balances in the Deferred Compensation Plan upon termination of employment if a participant has attained the age of 65 years or attained the age of 40 years and achieved five years of credited service.
Under the Deferred Compensation Plan, eligible employees may defer up to 75% of base salary and up to 100% of amounts received under the STI plan. The Deferred Compensation Plan also includes in-service accounts that allow distribution of contributions during employment and installment payments for distributions (up to 10 years) for additional flexibility for tax purposes and retirement planning. Under the Deferred Compensation Plan, the Company can match employee contributions at double the rate matched under the Company’s 401(k) plan and such matching funds will be immediately vested. In 2023, the match was 50% of contributions to the plan up to $22,500. Details of amounts contributed to each NEO’s 2023 deferrals are provided in the Nonqualified Deferred Compensation Table in the Executive Compensation Tables section. Under the Deferred Compensation Plan, the Company can also make contributions with different vesting schedules for retention purposes, but no such contributions were made during 2023.
The Compensation Committee believes the Deferred Compensation Plan is necessary as a competitive, meaningful retirement benefit for those employees who are eligible to participate, which includes the NEOs, and does not impose any significant risk to or burden on the Company.
Employee Stock Purchase Plan
The NEOs, on the same basis as other employees, are entitled to participate in the Company Employee Stock Purchase Plan. This plan allows NEOs to contribute up to 10% of their earnings toward the monthly purchase of Common Stock. The employees’s purchase price is 85% of the lesser of the fair market value of the shares on either the first day or the last day of each month.
Employment Agreements
The Company has entered into employment agreements with each of the NEOs, under which each NEO may be entitled to payments upon termination of employment under the circumstances described in the Post-Employment Payments section below. The Compensation Committee believes that the termination payments under the employment agreements are necessary to attract and retain high caliber executives in a competitive labor market and to motivate them to contribute to our short- and long-term success for the benefit of our shareholders. The Compensation Committee designed the termination payments, which are competitive with our Compensation Peer Group and general industry practices, to achieve a balance between these objectives and the potential impact on shareholders.
Change-in-Control Agreements
The Company has entered into change-in-control agreements with certain executive officers, including all NEOs, which were approved by all the independent directors. These agreements are described in greater detail in the Post-Employment Payments section below. The change-in-control agreements are intended to protect the interests of our shareholders by providing short-term security for the executives in the event management and the Board are presented with a business combination or other opportunity that is determined to be in the best interest of our shareholders. The Compensation Committee designed the change-in-control agreements to achieve a balance between the benefits of providing executives with security and the potential impact on the shareholders.
ADDITIONAL POLICIES
Stock Ownership Guidelines
During 2023, the following stock ownership guidelines applied to the NEOs based on a multiple of annual RSU grants.
NEO
Multiple of Annual
RSU Grant
Effective Multiple
of 2023 Salary(1)
Meeting Guidelines as of December 31, 2023
Taryn R. Owen(2)
4x
6.00
On track to meet guidelines by September 12, 2028
Steven C. Cooper
4x
7.00
Carl R. Schweihs(3)
3x
2.63
On track to meet guidelines by October 30, 2028
Derrek L. Gafford
3x
2.25
Garrett R. Ferencz
3x
1.88
Richard P. Betori
3x
1.65
Kristy A. Willis
3x
1.65
On track to meet guidelines by March 20, 2028
(1)
The salaries for Mss. Owen and Willis and Messrs. Schweihs and Betori were prorated for 2023 between their former and current positions. The amounts in this table are calculated based on the compensation in each of their new roles.
(2)
This table reflects the guidelines for Ms. Owen in her role as CEO. This information reflects Ms. Owens’s salary effective on September 12, 2023, and the annual RSU grant that she would receive in her role as CEO which is 150% of base salary or $1,290,000, rather than her annual grant received prior to promotion.
(3)
This table reflects the guidelines for Mr. Schweihs in his role as CFO. This information reflects Mr. Schweihs’s salary effective on October 30, 2023, and the annual RSU grant he would receive in his role as CFO which is 87.5% of base salary or $481,250, rather than his annual grant received prior to promotion.
TrueBlue, Inc. 2024 Proxy Statement  P. 46

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee has established stock ownership guidelines for executive officers as follows: a multiple of four times the annual RSU grant for the CEO and a multiple of three times the annual RSU grant for EVPs.
NEOs are expected to achieve their targets within five years of becoming subject to the ownership guidelines. As of the date of this proxy, all NEOs that are employed by the Company met these guidelines or were within the five-year period and on track to meet these guidelines.
The ownership guidelines recognize the significant range of equity awards each NEO is eligible to receive annually, while continuing to require a substantial personal commitment to the Company’s long-term financial performance. The guidelines may be satisfied by shares owned outright (regardless of whether acquired through a Company plan or other acquisition), unvested restricted shares or RSUs, or shares held in the NEO’s account under our employee stock purchase plan. Unvested PSUs may not be used to satisfy the stock ownership guidelines. Compliance with the guidelines is reviewed on an ongoing basis. NEOs who have not satisfied the applicable guidelines after becoming subject to them are encouraged to retain 50% of the net amount of their shares (after applicable taxes) on each vesting date for their RSU awards.
Clawback Policies
In 2023, the Company adopted the Incentive Compensation Recovery Policy (the “Clawback Policy”) in response to the new SEC and NYSE rules. The Clawback Policy was effective as of September 14, 2023 and applies to all current and former NEOs and certain other executives who receive incentive-based compensation on or after the effective date. Under this policy, the Company will recover the incentive compensation awarded or paid that exceeds the amount of incentive compensation that would have been received had it been determined based on the restated amount in the event of an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement required to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.
In addition, the clawback policy in effect prior to September 14, 2023 will continue to apply to all current and former NEOs and certain other executives who received incentive-based compensation prior to September 14, 2023. Under this policy, the Company may seek to recover the incentive compensation awarded or paid where: (i) the incentive compensation was calculated based wholly or in part upon the achievement of certain financial results that were subsequently the subject of a restatement; (ii) in the Compensation Committee’s view, the executive engaged in fraud or illegal conduct that materially contributed to or caused the restatement; and (iii) a lower payment would have been made to the executive based upon the restated financial results. The Compensation Committee retains discretion regarding the application of this policy and may determine not to seek recovery from an executive if it determines that to do so would be unreasonable or that it is not in the best interest of the Company and its shareholders.
Insider Trading and Anti-Hedging Policy
Under the Company’s Insider Trading Policy, all directors, NEOs, and all other employees are prohibited from hedging the economic interest in our securities that they hold. In addition, we prohibit Company employees, including the NEOs, from engaging in any short-term, speculative securities transactions, including purchasing Company securities on margin, engaging in short sales, buying or selling put or call options, and trading in options (other than those granted by the Company).
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board, and the Board agreed, that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023.
Members of the Compensation Committee
William C. Goings, Chair
Colleen B. Brown
Kristi A. Savacool
TrueBlue, Inc. 2024 Proxy Statement  P. 47

TABLE OF CONTENTS


As discussed in the Compensation Discussion and Analysis section above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ compensation to the achievement of the Company’s financial and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table shows the CAP to our Principal Executive Officer (“PEO” or “CEO”) for fiscal 2023, 2022, 2021 and 2020 and the average CAP to our non-PEO NEOs for each fiscal year as compared with the performance of the Company as measured by the total shareholder return (“TSR”), net income, and Adjusted EBITDA and the performance of our peer group’s TSR. The dollar values shown for CAP in the table below do not reflect the actual amount of compensation earned or paid during the applicable year.
Year
Summary
Compensation
Table Total
for PEO
(Current
CEO)(1)
Compensation
Actually Paid
to PEO
(Current
CEO)(1)(9)
Summary
Compensation
Table Total
for PEO
(2023 Former
CEO)(2)
Compensation
Actually Paid
to PEO
(2023 Former
CEO)(2)(9)
Summary
Compensation
Table Total
for PEO
(2022 Former
CEO)(3)
Compensation
Actually Paid
to PEO
(2022 Former
CEO)(3)(9)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(4)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)(9)
Value of Initial Fixed $100
Investment Based On:
Net Income
(Loss) ($ in
thousands)(7)
Adjusted
EBITDA ($ in
thousands)(8)
Total
Shareholder
Return(5)
Peer Group
Total
Shareholder
Return(5)(6)
2023
$3,128,681
$1,585,310
$5,819,313
$2,863,033
$
$
$1,657,452
$986,971
$65
$122
$(14,173)
$28,984
2022
$
$
$5,824,544
$5,513,187
$4,425,156
$(6,387,623)
$2,059,452
$897,701
$81
$115
$62,273
$116,999
2021
$
$
$
$
$5,811,254
$9,920,085
$2,125,200
$3,203,326
$117
$151
$61,634
$103,820
2020
$
$
$
$
$3,420,004
$1,999,169
$1,241,280
$815,963
$81
$103
$(141,841)
$38,728
(1)
These amounts reflect the compensation of Ms. Owen (our “Current CEO”) who was appointed as the Company’s CEO effective September 12, 2023.
(2)
These amounts reflect the compensation of Mr. Cooper (our “2023 Former CEO”) who retired as the Company’s CEO effective September 12, 2023.
(3)
These amounts reflect the compensation of Mr. Beharelle (our “2022 Former CEO”) who resigned as the Company’s CEO effective June 14, 2022.
(4)
For 2023, the Non-PEO NEOs were Messrs. Schweihs, Gafford, Ferencz, and Betori and Ms. Willis. For 2022 and 2021, the Non-PEO NEOs were Messrs. Ferencz, Gafford, and Schweihs and Ms. Owen. For 2020, the Non-PEO NEOs were Messrs. Defebaugh, Ferencz, Gafford, and Schweihs and Ms. Owen.
(5)
These amounts are based on information prepared by Zacks Investment Research, Inc. and assume a $100 investment on fiscal year end (“FYE”) 2019 which was December 29, 2019. Used with permission. All rights reserved. Copyright 1980-2024. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
(6)
These amounts represent the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization. The peer group used is the S&P 1500 Human Resources and Employment Services Index. The S&P 1500 Human Resources and Employment Services Index is the same index we use in our performance graph in Form 10-K for the applicable year.
(7)
These amounts represent net income (loss) reflected in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) in Form 10-K for the applicable year.
(8)
The Company has determined that Adjusted EBITDA, a non-GAAP financial measure, is the most important financial measure (not otherwise required in the table) used by the Company to link CAP to Company performance for the most recently completed fiscal year. See Appendix A for definition of Adjusted EBITDA as well as the reconciliation of net income (loss) to Adjusted EBITDA.
(9)
CAP was calculated according to applicable SEC rules. For 2023 CAP, the following adjustments were made to 2023 total compensation amounts shown in the Summary Compensation Table in this proxy statement:
Year
Executive(s)
Summary
Compensation
Table Total
Subtract
Stock
Awards
Add Year-
End Fair
Value of
Current
Year RS
and RSU
Awards
Add Year-
End Fair
Value of
Current
Year PSU
Awards(a)(b)
Add
Change in
Fair Value
of Prior
RS and
RSU
Awards
Add
Change in
Fair Value
of Prior
PSU
Awards(a)(b)
Add
Change in
Fair Value of
Current Year
Vested Equity
Awards(c)
Add
Change in
Fair Value of
Prior Vested
Equity Awards
Compensation
Actually Paid(d)
2023
Current CEO
$3,128,681
$1,660,749
$828,498
$317,691
$(114,068)
$(848,911)
$
$(65,832)
$1,585,310
2023 Former CEO
$5,819,313
$3,658,908
$
$730,920
$
$
$893,601
$(921,893)
$2,863,033
Non-PEO NEOs
$1,657,452
$716,874
$268,815
$135,532
$(38,015)
$(336,466)
$46,342
$(29,816)
$986,971
(a)
The following table shows the estimated and actual payouts of the annual PSUs awarded as of each FYE date noted, used to calculate the CAP above.
Estimated/Actual Payout as of:
2020 PSU Award
2021 PSU Award
2022 PSU Award
2023 PSU Award
Vest Date in 2023
76.8%
FYE 2023
%
%
50.0%
TrueBlue, Inc. 2024 Proxy Statement  P. 48

TABLE OF CONTENTS

(b)
On February 5, 2021, Messrs. Gafford and Schweihs and Ms. Owen each received a PSU award based on individual performance metrics (“Retention PSUs”), of which up to one-half vested on the second anniversary of the grant, and the remaining portion of these shares could have vested on the third anniversary of the grant, in each case, only if certain individual performance criteria are met. For further details about the outstanding awards of our NEOs, please refer to the Outstanding Equity Awards at Fiscal Year-End Table in the Executive Compensation Tables Section of this proxy statement and prior proxy statements. The following table shows the estimated and actual payouts of the Retention PSUs awarded as of each FYE date noted, used to calculate the CAP above.
Taryn R. Owen
Derrek L. Gafford
Carl R. Schweihs
Estimated/Actual Payout as of:
2021 Retention
PSU Tranche 1
2021 Retention
PSU Tranche 2
2021 Retention
PSU Tranche 1
2021 Retention
PSU Tranche 2
2021 Retention
PSU Tranche 1
2021 Retention
PSU Tranche 2
Vest Date in 2023
80.0%
80.0%
100.0%
FYE 2023
120.0%
120.0%
100.0%
(c)
These amounts include awards that were granted and vested during the same fiscal year. In 2023, this amount includes $893,601 for the fair value of RSUs, which were granted as part of Mr. Cooper’s annual RSU award and vested upon Mr. Cooper’s retirement from the Company’s CEO position. Additionally in 2023, this amount includes an increase of $46,342 for the average fair value of awards which were granted and vested for Non-PEO NEOs (as a result of shares that vested upon Mr. Gafford’s retirement).
(d)
In 2023, this amount does not include 29,127 RSUs or 18,809 PSUs which were granted to Mr. Cooper during 2023 and forfeited upon Mr. Cooper’s retirement date. Additionally, this amount does not include 7,552 RSUs or 4,877 PSUs which were granted to Mr. Gafford during 2023 and forfeited upon Mr. Gafford’s separation date.
The most important financial performance measures used by the Company to link CAP to our NEOs, for the most recently completed fiscal year, to the Company’s performance are listed in the table below, each of which is described in more detail in the Compensation Discussion and Analysis section above or in prior proxy statements.
Financial Performance Measures
Adjusted EBITDA
Revenue
Return on Equity
Adjusted EBITDA Compound Annual Growth Rate
TrueBlue, Inc. 2024 Proxy Statement  P. 49

TABLE OF CONTENTS

Our Compensation Committee is focused on the link between executive compensation, Company performance, and value creation for shareholders. While net income is a commonly used indicator of Company performance, our Compensation Committee believes that using Adjusted EBITDA in our compensation program focuses our executive’s attention on core profitability matters that lead to long-term value creation. Adjusted EBITDA is also a measure used by shareholders when evaluating the performance of the Co