DEF 14A of TrueBlue, Inc.
Filed Apr 4, 2025 · FY20240001140361-25-012334
GOVERNANCE
| 14 | Corporate Governance | | 27 | Compensation of Directors | | 30 | Proposal 1. Election of Directors |
Non-Employee Director Compensation Table
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:
Non-Employee Director Compensation Table
| Name | Fees Earned and Paid in Cash | Stock Award Grant Date Fair Value(1) | Total | | Colleen B. Brown | $114,500 | $113,063 | $227,563 | | William C. Goings(2) | $114,500 | $115,054 | $229,554 | | Kim Harris Jones(3) | $114,500 | $115,054 | $229,554 | | R. Chris Kreidler(4) | $99,500 | $107,111 | $206,611 | | Sonita Lontoh | $99,500 | $107,111 | $206,611 | | Paul G. Reitz | $99,500 | $107,111 | $206,611 | | Jeffrey B. Sakaguchi | $144,500 | $138,848 | $283,348 | | Kristi A. Savacool(5) | $114,500 | $113,063 | $227,563 |
Non-Employee Director Compensation Table
| (1) This column represents the grant date fair value of RSUs awarded to each of the non-employee directors in 2024 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 $11.25 for all directors. For additional information, refer to Note 11 to the Consolidated Financial Statements found in Item 8 of Part II of our 2024 Annual Report (listed under Stock-Based Compensation). |
Non-Employee Director Compensation Table
| (2) Under the Director Equity Plan, Mr. Goings elected to defer settlement of 100% of his equity retainer in the form of 10,227 RSUs until 90 days after his separation from the Board. |
Non-Employee Director Compensation Table
| (3) Under the Director Equity Plan, Ms. Harris Jones elected to defer settlement of 100% of her equity retainer in the form of 10,227 RSUs until 90 days after her separation from the Board. |
Non-Employee Director Compensation Table
| (4) Under the Director Equity Plan, Mr. Kreidler elected to defer settlement of 100% of his equity retainer in the form of 9,521 RSUs until 90 days after his separation from the Board. |
Non-Employee Director Compensation Table
| (5) Under the Director Equity Plan, Ms. Savacool elected to defer 100% of her equity retainer in the form of 10,050 RSUs until 90 days after her separation from the Board. |
DIRECTORS
DIRECTORS
Directors
Directors This section includes Proposal 1 to elect our directors and a description of the experience, skills, and qualifications of each director. PROPOSAL 1.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Nominees
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 were elected at the 2024 Annual Meeting of Shareholders. 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 overview 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.”
The Nominees
| ✔ | FOR | THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE |
The Nominees
| Colleen B. Brown | Independent | | Age: 66 Director since: June 2014 Committees: Corporate Governance (Chair since June 2022), Compensation, I&T | PROFESSIONAL HIGHLIGHTS • Fisher Communications, Inc. (FSCI), a multimedia and technology company, Former Director, President, and Chief Executive Officer • Spark Networks (LOV), the fourth largest dating company in the world, Former Chairperson and CEO • PANARCHY.IO, an AI and Network System Design Firm, Senior Strategist • Marca Global, a digital technology company, Former Founder and Managing Director • National Association of Corporate Directors (NACD): Leadership Fellow, Blue Ribbon Commission, NACD Top 100 Directors, NACD PNW Director of the Year, Carnegie Mellon Cyber Oversight Certificate • Director and Board Magazine selected in “Directors to Watch” • Aspen Institute Global Leadership Network and Henry Crown Fellow • Gamco Management Hall of Fame • Seattle Business Magazine, CEO of the Year CURRENT DIRECTORSHIPS • Big 5 Sporting Goods Corporation, public • Port Blakely, private • Bakkt, public PREVIOUSLY HELD DIRECTORSHIPS • Delta Dental, nonprofit • Spring Rock Ventures, private • Fisher Communications • Spark Networks SE (Board Chair) • American Apparel (Board Chair) • CareerBuilder • Classified Ventures (Cars.com) COMMUNITY INVOLVEMENT • Twin Cities Public Television (PBS) Trustee • University of Dubuque Trustee • Previous Chair Elect, Washington Roundtable • Previous Chair, United Way of King County (Seattle) 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. |
The Nominees
| William C. Goings | Independent | | Age: 67 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 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. He currently serves in director leadership positions on several boards and has prior broad business operating experience, strategic planning, leadership development, and a problem-solving, results-oriented approach. |
The Nominees
| Kim Harris Jones | Independent | | Age: 65 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 • Caesars Entertainment Inc., public • Consortium for Graduate Study in Management, finance committee • Harris-Jones Charitable Gift Foundation, President and Chairman, nonprofit PREVIOUSLY HELD DIRECTORSHIPS • Fossil Group, Inc., public • 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. |
The Nominees
| R. Chris Kreidler | Independent | | Age: 61 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 through The Ariel Group and Russell Reynolds Associates, 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. |
The Nominees
| Sonita Lontoh | Independent | | Age: 49 Director since: October 2021 Committees: Corporate Governance, Audit, I&T | PROFESSIONAL HIGHLIGHTS • Advisor, Sway Ventures, a Silicon Valley venture capital firm 2022-current • Former CMO, Personalization, 3D Printing & Digital Manufacturing at HP Inc., a global technology company • 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, NACD Cyber Risk Oversight certified • Digital Directors’ Networks cybersecurity-certified • Stanford Directors’ College certifications • Harvard Business School Audit and Compensation Committees certificates • 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. |
The Nominees
| Taryn R. Owen | Not Independent | | Age: 46 Director since: September 2023 Committees: I&T | PROFESSIONAL HIGHLIGHTS • President and Chief Executive Officer and Director of the Company since September 2023 • President and Chief Operating Officer of the Company September 2022 - September 2023 • 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 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. |
The Nominees
| Paul G. Reitz | Independent | | Age: 52 Director since: August 2023 Committees: Corporate Governance, Compensation, 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. |
The Nominees
| Jeffrey B. Sakaguchi | Independent | | Age: 64 Director since: December 2010 Board Chair since: June 2022 Committees: Corporate Governance, Audit, I&T | PROFESSIONAL HIGHLIGHTS • Former 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 PREVIOUSLY HELD DIRECTORSHIPS • Founding board member of ACT Holdings, Inc. • ThinkIQ, Inc., a privately held early-stage software company • 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. |
The Nominees
| Kristi A. Savacool | Independent | | Age: 65 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. |
Short-Term Incentive Plan
Short-Term Incentive Plan
Short-Term Incentive Plan
| • | No Adjusted EBITDA Award achieved. 25% of our STI plan is based on a key financial metric, Adjusted EBITDA. In 2024, the Company overall, 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. |
Short-Term Incentive Plan
| 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 2024. |
Short-Term Incentive Plan
| • | No Relative Revenue Award achieved. 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 2024, the Company’s revenue was below the established range of the Revenue Peer Group and this portion of the STI plan provided no payment to the NEOs for 2024. |
Short-Term Incentive Plan
| • | Modest Individual Performance Awards achieved. 50% of our STI plan includes goals specific to the individual role of our NEOs and includes performance goals related to the Company’s operating plan, strategic plan execution, resource management, leadership development, corporate citizenship initiatives, industry disruption, and risk management. The amounts received by our NEOs for this component of the STI plan reflected their individual performance against these goals during 2024. |
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan
| • | 2024 Equity Grants. The long-term component of our NEO compensation program also contributed to our NEOs’ 2024 compensation. In 2024, the NEOs received an equity grant split between time-vested restricted stock units (“RSUs”) and performance share units (“PSUs”) which will vest only if certain goals are met during the 2024-2026 performance period. In 2024, the PSUs were further split between cumulative EBITDA goals (70% of the PSU award) and Relative Total Shareholder Return (“rTSR”) goals (30% of the PSU award). |
Long-Term Incentive Plan
| • | No Vesting of 2022 Annual PSU Awards. Payouts under the annual PSU awards granted in 2022 under our LTI plan for the 2022-2024 performance period were based on the Company’s Return on Equity (“ROE”) during the period. No PSUs were earned related to the 2022 annual PSU grant because the Company’s performance during this period did not achieve threshold performance. |
Pay-for-Performance Emphasis
| • | 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 2024 STI plan were linked directly to the operating and strategic business plans reviewed and approved by the Compensation Committee and the Board. |
Pay-for-Performance Emphasis
| • | 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 cumulative EBITDA and rTSR targets over the three-year performance period. |
Pay-for-Performance Emphasis
| | 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% of STI) | Company performance-based compensation payable only upon achievement of Company-wide performance metrics. | | | | | | Revenue Growth Relative to Revenue Peer Group (25% of STI) | 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% of STI) | 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 | | EBITDA (70% of PSUs, or 35% of LTI) | Company performance-based compensation that delivers shares of Common Stock only if the Company meets certain performance metrics over a multi-year period. | | | | | | rTSR (30% of PSUs, or 15% of LTI) | Company performance-based compensation that delivers shares of Common Stock only if the Company achieves certain stock price performance metrics over a multi-year period. | | Time-Based | Long-Term Incentive | Restricted Stock Unit Awards | Time vested over three years | N/A (50% of LTI) | Retention-based 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. |
Pay-for-Performance Emphasis
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 2024 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 2024.
Strong Governance and Best Pay Practices
| WHAT WE DO NOT DO | | | ✕ | No excessive or guaranteed pay targets. All potential payouts are capped and tied to measurable targets | | ✕ | No re-pricing of options or equity grants | | ✕ | No pension benefits | | ✕ | No gross-up of excise taxes upon a change in control | | ✕ | No hedging or short sales of Company stock, with pledging discouraged | | ✕ | No reward for excessive risk-taking | | ✕ | No excessive executive perquisites | | ✕ | No cash buyouts of underwater options | | ✕ | No special health or welfare benefits for executives |
Compensation Program Objectives
| • | Attracting and retaining the NEOs needed to achieve our long-term business strategies; |
Compensation Program Objectives
| • | Motivating NEOs to create long-term shareholder value; |
Compensation Program Objectives
| • | Establishing performance targets for incentive compensation that align with both our short- and long-term business strategies. |
Independent Compensation Consultant
Independent Compensation Consultant The Compensation Committee engages an independent compensation consultant. In 2024, this consultant was Mercer (US) Inc.(“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
Peer and External Market Data Our executive compensation program is reviewed annually, with a detailed review of peer compensation at least 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. 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. The report received from Mercer (“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 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 differed from the peer group set in 2021. United Rentals, Inc, whose revenue grew too large, and Volt Information Sciences, Inc which was acquired, were removed from the peer group. Robert Half, Inc. was added as another company in a similar industry to the Company. The Compensation Peer Group for compensation in 2024 was set in 2023 and contained the following companies:
Peer and External Market Data
| 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. | ✔ | | ✔ | | CBIZ, Inc. | | ✔ | ✔ | | Cross Country Healthcare, Inc | ✔ | | ✔ | | H&E Equipment Services, Inc. | | ✔ | ✔ | | Healthcare Services Group, Inc. | | ✔ | ✔ | | Hendrick & Struggles Int’l, Inc. | ✔ | | ✔ | | Herc Holdings Inc. | | ✔ | ✔ | | ICF International, Inc. | | | ✔ | | Insperity, Inc. | ✔ | ✔ | ✔ |
Peer and External Market Data
| Compensation Peer Group | | | | | Peer | Employment Services | Multi-Branch Locations | Revenue within 0.3 to 3.0x of TBI’s Revenue | | Kelly Services, Inc. | ✔ | ✔ | ✔ | | Kforce Inc. | ✔ | | ✔ | | Korn Ferry | ✔ | ✔ | ✔ | | Robert Half, Inc. | ✔ | ✔ | | | TriNet Group, Inc. | ✔ | | ✔ | | Unifirst Corporation | | ✔ | ✔ |
Peer and External Market Data
The Mercer Report found the following with respect to the Company’s executive compensation:
Peer and External Market Data
| • | Base salaries were generally positioned at the market median, with variability by position; |
Peer and External Market Data
| • | Short-term cash incentive targets are between the market median and 75th percentile, with variability by position; |
Peer and External Market Data
| • | Target long-term equity incentive grant values were positioned between the 25th percentile and market 50th percentile; |
Peer and External Market Data
| • | Total direct compensation was generally between the 25th percentile and market median. |
Peer and External Market Data
The Company strives for total direct compensation to be approximately at the median of the Compensation Peer Group.
Short-Term Incentive Plan
Short-Term Incentive Plan For STI Performance targets, the Committee set two targets to measure Company performance: Adjusted EBITDA (weighted 25%) and Relative Revenue Growth (weighted 25%). Individual performance accounts for the remaining 50% of the 2024 STI Plan for our NEOs. The Compensation Committee set targets for the 2024 STI and LTI plans after detailed discussions with management and considering the detailed forecast for Company performance and the expected market conditions in which the Company operates. With this information at hand, the Compensation Committee set targets for performance that were both challenging, yet realistically achievable given the best estimates available for Company performance during the year. The 2024 STI plan for our NEOs measured and rewarded performance against three components, weighted as follows: (1) 25% for the Company’s Adjusted EBITDA performance; (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 below; and (3) 50% for individual performance The table below shows the performance components (Individual, Company Adjusted EBITDA, and Relative Revenue Growth) and threshold, target, and maximum payout levels approved by the Compensation Committee for the 2024 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 Adjusted EBITDA, or relative revenue growth thresholds are met. In previous years, leaders of business units had STI awards tied to the performance of the specific business unit under their control. In 2024, reflecting an executive alignment toward a single TrueBlue performance strategy, all of the executive team’s Adjusted EBITDA and relative revenue STI awards were tied to the performance of TrueBlue as a whole, rather than a single business unit. The individual performance component of the 2024 STI plan allowed NEOs to earn up to 120% of their target award. The Compensation Committee also approved threshold (25%), target (100%), and maximum (200%) potential payouts dependent on achievement of company financial metrics.
STI Plan Opportunity
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):
STI Plan Opportunity
| Executive | Individual Performance(1) | | Company Adjusted EBITDA | | | Company Relative Revenue Growth | | | | | Target | Maximum | Threshold ($21 million) | Target ($30 million) | Maximum ($39 million) | Threshold (-5%) | Target (0%) | Maximum (5%) | | Taryn R. Owen | $645,000 | $774,000 | $80,625 | $322,500 | $645,000 | $80,625 | $322,500 | $645,000 | | Carl R. Schweihs | $206,250 | $247,500 | $25,781 | $103,125 | $206,250 | $25,781 | $103,125 | $206,250 | | Garrett R. Ferencz | $185,625 | $222,750 | $23,203 | $92,813 | $185,625 | $23,203 | $92,813 | $185,625 | | Kristy A. Willis | $172,500 | $207,000 | $21,563 | $86,250 | $172,500 | $21,563 | $86,250 | $172,500 | | Richard P. Betori | $170,625 | $204,750 | $21,328 | $85,313 | $170,625 | $21,328 | $85,313 | $170,625 |
STI Plan Opportunity
| (1) There was no threshold applicable to the individual performance component. |
2024 Company Relative Revenue Growth Performance
2024 Company Relative Revenue Growth Performance The second metric used in the STI program was Revenue Growth Relative to Revenue Peer Group, which accounted for 25% of each NEO’s cash incentive compensation. For this metric, the Compensation Committee selected challenging targets based on a comparison to revenue growth at peer companies competing in similar, but not identical markets. In addition, the Compensation Committee established a specific peer group for measuring relative revenue growth. The Compensation Committee selected the following Revenue Peer Group (as measured by specific revenue segments) for the relative revenue growth component of the 2024 STI plan:
Total Target and Actual 2024 STI Award
Total Target and Actual 2024 STI Award The following table shows the total STI target award in 2024 for each NEO compared to the actual STI award, based on the performance results described below:
Total Target and Actual 2024 STI Award
| Executive | STI Target | Actual Award | Percentage of Target Awarded | | Taryn R. Owen | $1,290,000 | $645,000 | 50% | | Carl R. Schweihs | $412,500 | $247,500 | 60% | | Garrett R. Ferencz | $371,250 | $213,468 | 57% | | Kristy A. Willis | $345,000 | $112,125 | 33% | | Richard P. Betori | $341,250 | $127,968 | 37% |
Long-Term Equity Incentive Plan
Long-Term Equity Incentive Plan In 2024, annual equity awards for NEOs were comprised of a combination of RSU (50%) and PSU (50%) awards. For the PSU portion of the LTI plan, the Compensation Committee replaced the return on equity metric with two new metrics for the performance portion of the 2024 LTI award: three-year aggregate Adjusted EBITDA (weighted 70%) and relative total shareholder return (rTSR) (weighted 30%). The Compensation Committee believed that two different metrics incentivized the NEOs to maintain a strong focus on profitability and future growth of the Company, while at the same time more directly tying management’s compensation with the creation of value for shareholders. The Compensation Committee considered several potential metrics for each component of the LTI program including stock price, total shareholder return, earnings per share, revenue, profitability, and other relative and absolute metrics. While the metrics used to measure performance for PSUs changed in 2024, the total award amount (as a percentage of an NEO’s base salary) did not change from 2023.
2024 Award of RSUs
2024 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 2024 grant, was February 23, 2024.
2024 Award of PSUs
2024 Award of PSUs In early 2024, the Compensation Committee made changes to new PSU awards for NEOs in 2024. In place of the return-on-equity metric, the Compensation Committee selected two different metrics for the performance portion of the LTI award. The Compensation Committee believes that two different metrics incentivized the NEOs to maintain a strong focus on profitability and future growth of the Company, while at the same time more directly tying managements compensation with the creation of value for shareholders. The Committee considers several potential metrics for each component of the LTI program including stock price, total shareholder return, earnings per share, revenue, profitability, and other relative and absolute metrics. In 2024, the PSU awards for our NEOs were as follows:
2024 Award of PSUs
| • | Aggregate Adjusted EBITDA (70%). The first of these metrics, applicable to 70% of each NEO’s PSU award, was aggregate Adjusted EBITDA achieved over a three-year period. The Compensation Committee felt that 3-year aggregated EBITDA provided the best balance of revenue and profitability while allowing management the time necessary to realize the full value of strategic initiatives approved by the Board. |
2024 Award of PSUs
| • | Relative total shareholder return (rTSR) (30%). The second LTI metric selected by the Compensation Committee, applicable to 30% of each NEO’s PSU award, was rTSR. The Compensation Committee believed rTSR 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 rTSR encourages our NEOs to make business decisions with a direct link to value creation for shareholders. These units will vest, if at all, upon the achievement of the rTSR targets. rTSR will be calculated over the 3-year performance period based on the closing price on the first and last trading day of the performance period. rTSR is measured over the three-year performance period against a defined set of peers and is based on the closing stock price on the first and last day of the performance period. See the tables for more detail on the rTSR awards. |
2024 Award of PSUs
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 performance results for the Company. Award levels will be interpolated between levels beginning at the 50% 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 Adjusted EBITDA or rTSR achieved during the performance period as shown in the table below. These targets were set in early 2024 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.
2024 Award of PSUs
| NEO | Total Equity Grant as % of Base Salary | Components of Total Target Annual Equity Grant | | | | | | RSUs 3- Year Vesting as a % of Base Salary | PSUs 3-Year Aggregate Adjusted EBITDA as a % of Base Salary | PSUs rTSR as a % of Base Salary | | Taryn R. Owen | 300% | 150.00% | 105.00% | 45.00% | | Carl R. Schweihs | 175% | 87.50% | 61.25% | 26.25% | | Garrett R. Ferencz | 175% | 87.50% | 61.25% | 26.25% | | Kristy A. Willis | 135% | 67.50% | 47.25% | 20.25% | | Richard P. Betori | 135% | 67.50% | 47.25% | 20.25% |
2024 Award of PSUs
| | | 3-Year Aggregate Adjusted EBITDA Performance Target | % of Target PSUs Earned | | 3-Year Aggregate Adjusted EBITDA | Maximum | $216 Million | 150% | | | Target | $166 Million | 100% | | | Threshold | $116 Million | 50% |
2024 Award of PSUs
| | | 3-Year rTSR Performance Target | % of Target PSUs Earned | | 3-Year rTSR | Maximum | 75th Percentile | 150% | | | Target | Median | 100% | | | Threshold | 25th Percentile | 50% |
2024 Award of PSUs
| Relative Total Shareholder Return Peer Group | | | | | Amdocs Limited | Gartner, Inc | Korn Ferry | Randstad N.V. | | ASGN, Inc | Hays, plc | Manpower Group | Resources Connection | | Barrett Business Services | Heidrick & Struggles | PageGroup plc | Robert Half, Inc. | | Equifax, Inc | Kelly Services | Perficient, Inc. | TransUnion |
2022 PSU Award Determination (2022-2024) Performance Period)
2022 PSU Award Determination (2022-2024) Performance Period) Ms. Owen and Messrs. Schweihs and Ferencz each received PSUs as a component of their total long-term equity awards in 2022, which would vest, if at all based on the Company’s achievement of return-on-equity (“ROE”) goals over the three-year performance period. During the 2022-2024 performance period the Company achieved an ROE of 5.7%, which was below the threshold ROE of 10%, resulting in zero PSUs being earned for this award
Non-qualified Deferred Compensation Plan
Non-qualified 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 2024, the match was 25% of contributions to the plan up to $23,000. Details of amounts contributed to each NEO’s 2024 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 2024. 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.
Employment Agreements
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
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.
Effective Risk Management
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 and periodically reviews the components of non-executive compensation plans for undue risks. 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 2024 STI plan focused on multiple goals, including Adjusted EBITDA, revenue growth measured against our Revenue Peer Group, resource management, leadership development, corporate citizenship 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 based on profitability and value creation for shareholders. The vesting and performance requirements of these awards provide meaningful alignment with shareholder interests. The Compensation Committee believes the following features of our 2024 compensation program served to mitigate excessive or unnecessary risk-taking:
Effective Risk Management
| 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 near- and long-term 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 |
Effective Risk Management
This section provides a detailed analysis of the Compensation Actually Paid (“CAP”) (as calculated by the SEC rules) to the Company’s executive officers listed below as compared with the performance of the Company and our peer group. 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 2024, 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 (loss), 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.
Effective Risk Management
| 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) | | | | 2024 | $3,841,378 | $2,187,862 | $— | $— | $— | $— | $1,362,791 | $806,109 | $33 | $146 | $(125,748) | $11,167 | | 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 |
Effective Risk Management
| (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. |
Effective Risk Management
| 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 | Add Change in Fair Value of Prior Vested Equity Awards | Compensation Actually Paid | | 2024 | Current CEO | $3,841,378 | $2,330,628 | $715,997 | $819,383 | $(383,973) | $(317,691) | $— | $(156,604) | $2,187,862 | | | Non-PEO NEOs | $1,362,791 | $691,976 | $212,585 | $243,278 | $(149,607) | $(122,034) | $— | $(48,928) | $806,109 |
Effective Risk Management
| (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. |
Effective Risk Management
| Estimated/Actual Payout as of: | 2021 PSU Award | 2022 PSU Award | 2023 PSU Award | 2024 PSU Award EBITDA | 2024 PSU Award rTSR | | Vest Date in 2024 | —% | | | | | | FYE 2024 | | —% | —% | 100.0% | 100.0% |
Effective Risk Management
| (b) On February 5, 2021, Mr. 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 vested on the third anniversary of the grant, in each case, only if certain individual performance criteria are met. The following table shows the actual payouts of the Retention PSUs awarded as of each FYE date noted, used to calculate the CAP above. |
Effective Risk Management
| | Taryn R. Owen | | 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 | | Vest Date in 2024 | | 120.0% | | 100.0% |
Financial Performance Measures
Financial Performance Measures
Financial Performance Measures
| • | Adjusted EBITDA |
Financial Performance Measures
| • | Revenue |
Financial Performance Measures
| • | Relative Total Shareholder Return |
Financial Performance Measures
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 Company. Our use of Adjusted EBITDA in the STI program significantly impacts the NEO’s STI program and has a direct impact on the CAP to the NEOs in a given year. Shareholders may also use the Company’s TSR when evaluating the performance of the Company. This relationship between net income, Adjusted EBITDA, and the CAP to our PEO and the average of Non-PEO NEOs, which is further supported by the relationship between the CAP to our PEO and Non-PEO NEOs and the Company’s TSR, can be seen in the charts below. This section includes the executive compensation tables prescribed by the U.S. Securities and Exchange Commission.
Summary Compensation Table
Summary Compensation Table The following table shows all compensation paid by the Company in fiscal 2024, 2023, and 2022, as applicable, to our CEO, CFO, and the other three most highly paid executive officers, with the exception of Ms. Willis and Mr. Betori as they were first determined to be one of the three most highly paid executive officers in 2023, so compensation is only reported for the years they have been an NEO. The individuals listed in the following tables are the “named executive officers” or “NEOs” referred to in this proxy statement.
Summary Compensation Table
| Name and Principal Position / Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Taryn R. Owen, President, Chief Executive Officer | | | | | | | | 2024 | $860,000 | — | $2,330,628 | $645,000 | $5,750(3) | $3,841,378 | | 2023 | $766,751 | — | $1,660,749 | $689,931 | $11,250 | $3,128,681 | | 2022 | $660,000 | — | $1,557,377 | $825,000 | $9,969 | $3,052,346 | | Carl R. Schweihs, Executive Vice President, Chief Financial Officer | | | | | | | | 2024 | $550,000 | — | $869,480 | $247,500 | $5,750(3) | $1,672,730 | | 2023 | $508,493 | — | $746,164 | $283,500 | $11,250 | $1,549,407 | | 2022 | $500,000 | — | $618,221 | $585,000 | $10,273 | $1,713,494 | | Garrett R. Ferencz, Executive Vice President, Chief Legal Officer | | | | | | | | 2024 | $495,000 | — | $782,532 | $213,468 | $4,950(3) | $1,495,950 | | 2023 | $495,000 | — | $646,866 | $297,000 | $9,894 | $1,448,760 | | 2022 | $450,000 | — | $632,293 | $370,529 | $9,027 | $1,461,849 | | Kristy A. Willis, Executive Vice President, TrueBlue and President, PeopleReady | | | | | | | | 2024 | $460,000 | — | $560,987 | $112,125 | $5,750(3) | $1,138,862 | | 2023 | $418,224 | — | $621,200 | $192,576 | $11,544 | $1,243,544 | | Richard P. Betori, Executive Vice President, TrueBlue and President, PeopleScout | | | | | | | | 2024 | $455,000 | — | $554,904 | $127,968 | $5,750(3) | $1,143,622 | | 2023 | $413,998 | — | $621,423 | $197,442 | $11,250 | $1,244,113 |
Summary Compensation Table
| (1) The value in this column for 2024 represents the aggregate amount of restricted stock units (“RSUs”) and performance share units awarded based on Company performance (“PSUs”) granted to NEOs in 2024 and calculated according to FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that will be realized by the NEO, or the manner of calculating the RSU or PSU award used by the Compensation Committee. For example, in 2024, Ms. Owen received a target value of $1,290,000 in RSUs with the actual number of shares granted being calculated using the average closing price of our stock during the 60 trading days preceding and including the grant date, which was approximately $14.18. In 2024, Ms. Owen also received a target value of $1,290,000 in PSUs with the actual number of PSUs being calculated using 80% of the average closing price of our stock during the 60 trading days preceding and including the grant date, which was approximately $11.02. The FASB ASC Topic 718 grant date fair value of Ms. Owen’s RSUs and target PSUs was $1,023,503 and $1,307,125, respectively, each of which is included in the table above. Equity awards are described in more detail in the Compensation Discussion and Analysis section of this proxy statement and in the Grants of Plan-Based Awards table. For additional information, refer to Note 11 to the Consolidated Financial Statements found in Item 8 of Part II of our 2024 Form 10-K (listed under Stock-Based Compensation). The value of the PSUs granted in 2024 is based upon the target outcome of the performance conditions at the grant date. The maximum value of the |
Summary Compensation Table
2024 PSUs, assuming that the highest level of performance conditions is achieved, based on the grant date share price of $11.66 for the PSUs with an Adjusted EBITDA performance criteria and $10.00 for the PSUs with a rTSR performance criteria, is $1,960,694 for Ms. Owen, $731,478 for Mr. Schweihs, $658,323 for Mr. Ferencz, $471,941 for Ms. Willis, and $466,838 for Mr. Betori.
Summary Compensation Table
| (2) The amounts set forth in this column for the respective fiscal year were earned during such fiscal year and paid in the early part of the following fiscal year to each of the NEOs under our STI Plan. For additional information on the determination of the amounts related to Non-Equity Incentive Plan Compensation, see the discussion in the Compensation Discussion and Analysis section entitled “Short-Term Incentive Plan.” |
Summary Compensation Table
| (3) This amount represents matching funds paid by the Company to participants in the Nonqualified Deferred Compensation Plan. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All other stock awards: number of shares of stock or units (#)(5) | Grant Date Fair Value of Equity Based Awards(6) | | Name/Type of Award | Grant Date | Action Date(1) | Threshold ($)(2) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Taryn R. Owen | | | | | | | | | | | | Cash Incentive | | 3/5/2024 | $806,250 | $1,290,000 | $2,064,000 | — | — | — | — | — | | Restricted Stock Units | 2/23/2024 | 12/6/2023 | — | — | — | — | — | — | 90,978 | $1,023,503 | | Performance Share Units(7) | 3/7/2024 | 3/7/2024 | — | — | — | 40,987 | 81,973 | 122,960 | — | $955,805 | | Performance Share Units(8) | 3/7/2024 | 5/15/2024 | — | — | — | 17,566 | 35,132 | 52,698 | — | $351,320 | | Carl R. Schweihs | | | | | | | | | | | | Cash Incentive | | 3/5/2024 | $257,813 | $412,500 | $660,000 | — | — | — | — | — | | Restricted Stock Units | 2/23/2024 | 12/6/2023 | — | — | — | — | — | — | 33,941 | $381,836 | | Performance Share Units(7) | 3/7/2024 | 3/7/2024 | — | — | — | 15,291 | 30,581 | 45,872 | — | $356,574 | | Performance Share Units(8) | 3/7/2024 | 5/15/2024 | — | — | — | 6,554 | 13,107 | 19,661 | — | $131,070 | | Garrett R. Ferencz | | | | | | | | | | | | Cash Incentive | | 3/5/2024 | $232,031 | $371,250 | $594,000 | — | — | — | — | — | | Restricted Stock Units | 2/23/2024 | 12/6/2023 | — | — | — | — | — | — | 30,547 | $343,654 | | Performance Share Units(7) | 3/7/2024 | 3/7/2024 | — | — | — | 13,762 | 27,523 | 41,285 | — | $320,918 | | Performance Share Units(8) | 3/7/2024 | 5/15/2024 | — | — | — | 5,898 | 11,796 | 17,694 | — | $117,960 | | Kristy A. Willis | | | | | | | | | | | | Cash Incentive | | 3/5/2024 | $215,625 | $345,000 | $552,000 | — | — | — | — | — | | Restricted Stock Units | 2/23/2024 | 12/6/2023 | — | — | — | — | — | — | 21,899 | $246,364 | | Performance Share Units(7) | 3/7/2024 | 3/7/2024 | — | — | — | 9,866 | 19,731 | 29,597 | — | $230,063 | | Performance Share Units(8) | 3/7/2024 | 5/15/2024 | — | — | — | 4,228 | 8,456 | 12,684 | — | $84,560 | | Richard P. Betori | | | | | | | | | | | | Cash Incentive | | 3/5/2024 | $213,281 | $341,250 | $546,000 | — | — | — | — | — | | Restricted Stock Units | 2/23/2024 | 12/6/2023 | — | — | — | — | — | — | 21,661 | $243,686 | | Performance Share Units(7) | 3/7/2024 | 3/7/2024 | — | — | — | 9,759 | 19,517 | 29,276 | — | $227,568 | | Performance Share Units(8) | 3/7/2024 | 5/15/2024 | — | — | — | 4,183 | 8,365 | 12,548 | — | $83,650 |
Grants of Plan-Based Awards
| (1) This column reflects the date that the Compensation Committee approved the Company performance targets and individual performance targets and awards pursuant to the STI plan, and also approved the RSU awards and set the Company performance targets for the PSU awards under the LTI plan. |
Grants of Plan-Based Awards
| (2) These amounts include the individual performance (at target because there is no threshold for this component), Company Adjusted EBITDA (at threshold, if applicable) and Company relative revenue growth portions (at threshold) of the STI plan opportunity as discussed in the Compensation Discussion and Analysis section. |
Grants of Plan-Based Awards
| (3) These columns show what the potential payout for each NEO would have been under the STI plan in 2024, if the threshold, target, or maximum goals were satisfied for all Company performance measures. The amount also reflects the individual performance goals component of the STI plan. The potential payouts were performance-driven and therefore completely at risk. For actual payouts under the STI plan for 2024, please see the Summary Compensation Table. The business measurements and performance goal for determining the payout are described in the Compensation Discussion and Analysis section. |
Grants of Plan-Based Awards
| (4) These columns show the number of PSUs granted in 2024 to the NEOs under the LTI plan. The target number of PSUs granted was calculated using the target value for the award which is based on a percentage of the NEO’s salary. The 2024 PSUs vest, if at all, on or about the second day after the release of our annual earnings following the performance period, according to predetermined targets. The amounts shown reflect the potential payout for PSUs for each NEO under the LTI plan if the threshold, target, or maximum Company performance goals are satisfied. The performance goals for determining the potential vesting amounts are described in the Compensation Discussion and Analysis section. The number of PSUs granted was calculated using the target value for the award (a percentage of the NEO’s salary) divided by 80% of the average closing price of the Common Stock during the 60 trading days preceding and including the grant date, which was approximately $11.02. |
Grants of Plan-Based Awards
| (5) This column shows the number of RSUs granted in 2024 to the NEOs under the LTI plan. The number of RSUs granted on February 23, 2024 was calculated using the target value for the award which is based on a percentage of the NEO’s salary and was calculated using the average closing price of the Common Stock during the 60 trading days preceding and including the grant date, which was $14.18. For these RSUs, 33.33% of each award vests annually over a 3-year period. |
Grants of Plan-Based Awards
| (6) This column shows the grant date fair value of equity awards calculated in accordance with FASB ASC Topic 718. For RSUs, grant date fair value was calculated using the closing price of the Common Stock on the date of grant. The closing price of the Common Stock on February 23, 2024, was $11.25. For PSUs with a non-market based performance condition, the grant date fair value was calculated using the closing price of the Common Stock on the date of grant and the target number of PSUs. The closing price of the Common Stock on March 7, 2024 was $11.66. For PSUs with a market-based performance condition, the grant date fair value was calculated using the Monte Carlo valuation method by a third-party. The calculated grant date fair value of these awards was $10.00. The performance goals and award multipliers for determining the potential vesting amounts are described in the Compensation Discussion and Analysis section. The amounts shown are consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of forfeitures. For additional information on the calculation and valuation of equity awards, refer to the Compensation Discussion and Analysis section and refer to Note 11 to the Consolidated Financial Statements found in Item 8 of Part II of our 2024 Form 10-K (listed under Stock-Based Compensation). |
Grants of Plan-Based Awards
| (7) These PSUs have a non-market based performance condition, which is the 3-year aggregate Adjusted EBITDA for the relevant performance period. |
Grants of Plan-Based Awards
| (8) These PSUs have a market-based performance condition, which is relative total shareholder return (rTSR). The Board approved the number of PSUs on March 7, 2024 and subsequently approved the performance criteria on May 15, 2024, on which date it was deemed granted for accounting purposes. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information on the holdings of restricted shares, RSU, and PSU awards of the NEOs as of December 29, 2024. This table includes unvested shares of restricted stock, RSUs, and PSUs. The market value of the restricted shares, RSUs, and PSUs is based on the closing market price of the Common Stock on December 29, 2024, which was $7.87. For additional information about these awards, see the description of our LTI plan in the Compensation Discussion and Analysis section. Grants that are not listed in the vesting schedule were 100% vested as of December 29, 2024.
Stock Vested
Stock Vested The following table provides information for the NEOs regarding the number of shares acquired upon the vesting of restricted shares, RSU, and PSU awards during 2024 and the value realized before payment of applicable withholding tax and broker commissions. The value realized represents long-term gain over several years, which is not part of the compensation awarded in 2024 as reported in the Summary Compensation Table.
Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Taryn R. Owen | 53,852 | $669,485 | | Carl R. Schweihs | 30,869 | $390,076 | | Garrett R. Ferencz | 17,500 | $232,693 | | Kristy A. Willis | 11,237 | $137,921 | | Richard P. Betori | 12,494 | $149,610 |
Stock Vested
| (1) This column includes the vesting of PSUs for the 2021 PSU grant which resulted in 0.0% of the target shares being earned. This column also includes the vesting of the second tranche of the 2021 Retention PSU grants for Ms. Owen and Mr. Schweihs. For additional information on the vesting of the 2021 PSUs and the 2022 Retention PSUs, please see our prior proxy statement. This column does not include the vesting of the 2022 PSUs which are scheduled to vest, if at all, in February 2025. For additional information on the vesting of the 2022 PSUs, please see the Outstanding Equity Awards at Fiscal Year-End section above. |
Stock Vested
| (2) The dollar amount realized upon vesting was calculated by multiplying the number of shares of stock by the market value of the Common Stock on the vesting date. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Company maintains a Nonqualified Deferred Compensation Plan that allows certain highly compensated employees, including the NEOs, to defer portions of their base salary and annual non-equity incentive and thereby defer taxes. The following table provides additional information about the amounts deferred by our NEOs:
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings (Loss) in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Taryn R. Owen | $14,550 | $5,750 | $46,968 | — | $425,614 | | Carl R. Schweihs | $49,420 | $5,750 | $56,477 | $56,742 | $580,975 | | Garrett R. Ferencz | $9,917 | $4,950 | $46,978 | — | $387,921 | | Kristy A. Willis | $45,172 | $5,750 | $29,715 | — | $313,891 | | Richard P. Betori | $201,000 | $5,750 | $82,591 | — | $733,879 |
Nonqualified Deferred Compensation
| (1) For the Company’s NEOs, amounts in this column are included in the amounts shown as “Salary” in the Summary Compensation Table above. |
Nonqualified Deferred Compensation
| (2) These amounts were earned as a match to contributions made by the NEO to the Company Nonqualified Deferred Compensation Plan in 2024 but were paid in early 2025. The Company’s contribution is included in the columns “Registrant Contributions in Last FY” and “Aggregate Balance at Last FYE.” These amounts are included in the amounts shown as “All Other Compensation” in the Summary Compensation Table above. |
Nonqualified Deferred Compensation
| (3) These amounts were earned, or lost, by the NEO according to investment gains and losses based on the performance of certain investment choices selected by the participants in the Nonqualified Deferred Compensation Plan or Director Equity Plan, as applicable. Participants in the Nonqualified Deferred Compensation Plan may change their investment elections at any time under the same rules that apply under the 401(k) plan. |
Nonqualified Deferred Compensation
The participants in the Nonqualified Deferred Compensation Plan may annually elect to defer up to 75% of their salary and up to 100% of their annual non-equity incentive. Participants are always 100% vested in the elective deferral contributions to the plan. The amounts deferred into this plan and all earnings remain subject to the claims of the Company’s general creditors until distributed to the participant. Participants may receive their funds after the termination of their employment or during employment in the case of an unforeseen emergency, the disability of the participant, or a change in control. Participants also have the option to receive a distribution of deferred funds during employment if such a distribution was established prior to the deferral. Any Company matching contributions are discretionary. Whether a matching contribution will be made for a plan year and the amount of any such match is determined each year by the Company. Matching funds are immediately vested. The deemed rates of return for the earnings options may be positive or negative and thus may result in gains or losses to a participant’s plan balance. No assets are required to actually be invested in such funds. The deemed investment options may be changed by the participant periodically throughout the year. For certain key employees, the distribution election must be made at least 6 months before the actual payment of the participant’s account balance. The Company has entered into employment agreements and change-in-control agreements with each of the NEOs pursuant to which each NEO may be entitled to payments upon termination of employment under the circumstances described below. The payments are subject to the fulfillment of certain conditions, including compliance with a non-competition agreement, which are also described below. The information below is a summary of certain material provisions of these agreements and does not attempt to describe all aspects of the agreements. The rights of the parties are governed by the actual agreements and are in no way modified by the abbreviated summary set forth in this proxy statement. Following the description of the agreements, there is a table showing the potential payments the NEOs could have received under these agreements assuming their employment with the Company was terminated without cause by the Company or for good reason by the NEO on December 29, 2024.
CEO Pay Ratio
CEO Pay Ratio This section sets forth information concerning the ratio between the annual total compensation of the Company’s median employee and the annual total compensation of our Chief Executive Officer (“CEO”), Taryn R. Owen. For the 2024, the annual total compensation of the employee identified as our Company’s median employee was $6,817. Our CEO’s total compensation in 2024 was $3,841,378. Accordingly, for 2024, the CEO pay ratio was estimated to be 563 to 1. The CEO pay ratio identified for our Company reflects the fact that the significant majority of our employees are temporary employees who work at our clients’ job sites, generally on a short-term project basis, and are not typically employed for a full year. The wages of temporary employees cannot be annualized under the SEC rules for the calculation of this CEO pay ratio. To identify the employee with the median annual total compensation, as well as to determine the annual total compensation of the median employee, we adopted a variety of methodologies, applied certain exclusions, and made reasonable estimates based on our payroll and employment records, in a manner consistent with SEC rules. Our “Measurement Date” was the third Sunday of October, which was October 20, 2024. On the Measurement Date, our active U.S. and Canadian employees, excluding the CEO, consisted of 38,698 individuals. Our employee population was comprised primarily of temporary employees. For our temporary employees, the definition of who was an active employee on the Measurement Date was anyone who worked during the workweek ending on the Measurement Date. For our staff employees, anyone who was denoted as active within our human resources systems on the Measurement Date was included in our employee population. To identify the “median employee” from our employee population, we used taxable wages for the full 2024 calendar year. We did not annualize the salary of any of our staff employees who were employed with the Company for part of the year. Our employee population, from which the median employee was identified, included our U.S. and Canadian employees, which make up the predominant number of employees in the Company. We did not include any of the employees outside the U.S. and Canada as those employees were less than 5% of all employees. The Company’s total U.S. employee count at the Measurement Date was 35,488 and the total Canada employee count was 3,211. The total number of employees outside the U.S. and Canada at the Measurement Date was 1,337. The combined total of all employees worldwide at the Measurement Date was 40,036. The employees outside the U.S. and Canada at the Measurement Date were located in the following jurisdictions:
CEO Pay Ratio
| Country | Approximate Number of Employees Excluded in 2024 | | India | 986 | | United Kingdom | 197 | | Poland | 75 | | Australia | 72 | | New Zealand | 7 |