DEF 14A of Barrett Business Services Inc, Apr 20, 2026

DEF 14A of Barrett Business Services Inc

Filed Apr 20, 2026 · FY20250001193125-26-163963

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The director nominees will be elected at the Annual Meeting to serve until the next annual meeting of stockholders and until their successors are elected and qualify. Our Charter and Bylaws authorize the Board to set the number of positions on the Board within a range of three to nine, with the current number fixed at nine. Vacancies on the Board, including vacancies resulting from an increase in the number of positions, may be filled by the Board for a term ending with the next annual meeting of stockholders and when a successor is duly elected and qualifies. Provided that a quorum is present at the Annual Meeting, a nominee will be elected if the nominee receives the affirmative vote of a majority of the total votes cast on his or her election (that is, the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). All of our director nominees are currently serving on the Board. Even if a nominee who is currently serving as a director is not re-elected, Maryland law provides that the director would continue to serve on the Board as a "holdover director." However, under our Bylaws, if stockholders do not re-elect a director, the director is required to submit his or her resignation to the Board. In that event, our Nominating and Governance Committee (the "Nominating Committee") would recommend to the Board whether to accept or reject the resignation. The Board would then consider and act on the Nominating Committee's recommendation, publicly disclosing its decision and the reasons supporting it within 90 days following the date that the resignation was submitted. A duly executed proxy will be voted FOR the election of the nominees named below, other than proxies marked to vote "against" or to "abstain" from voting on one or more nominees. Shares not represented in person or by proxy at the Annual Meeting, shares voted to "abstain," and broker non-votes, if any, will have no effect on the outcome of the election of directors. The Board recommends that stockholders vote FOR each of the nominees named below to serve as a director until the next annual meeting of stockholders and his or her successor is duly elected and qualifies. If for some unforeseen reason a nominee should become unavailable for election, the proxy may be voted for the election of such substitute nominee as may be designated by the Board. The following table sets forth information with respect to each person nominated for election as a director, including their current principal occupation or employment and age as of April 1, 2026.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Principal Occupation | Age | Director Since | | Thomas J. Carley | Retired Chief Operating Officer of Urth Organic Corporation | 67 | 2000 | | Joseph S. Clabby | Retired Vice President at Chubb Limited | 72 | 2022 | | Thomas B. Cusick | Retired Chief Financial Officer of Columbia Sportswear Company | 58 | 2016 | | Mark S. Finn | Retired Portfolio Manager at T. Rowe Price Group | 63 | 2025 | | Gary E. Kramer | President and Chief Executive Officer of the Company | 46 | 2020 | | Anthony Meeker | Retired Managing Director of Victory Capital Management, Inc., Cleveland, Ohio | 87 | 1993 | | Carla A. Moradi | Board member of the Company, Patriot Growth Insurance Services, LLC, American Residential Services, and Lightedge Solutions, Inc. | 61 | 2021 | | Alexandra Morehouse | Board member of the Company and Simulint, Inc. | 67 | 2022 | | Vincent P. Price | Advisor to the Chief Executive Officer of Cambia Health Solutions, Inc. | 62 | 2017 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    The Nominating Committee evaluates the Board’s membership from time to time in determining whether to recommend that incumbent directors be nominated for re-election. In this regard, the Nominating Committee considers whether the professional and educational background, business experience and expertise represented on the Board as a whole enable it to satisfy its oversight responsibilities in an effective manner. The experience, qualifications, attributes, and skills of each director nominee, including his or her business experience during the past five years, are described below. Thomas J. Carley served as Chief Operating Officer of Urth Organic Corporation, a distributor of organic agricultural products, from August 2018 to June 2023. From July 2006 to June 2018, Mr. Carley acted as principal of Portal Capital, an investment management company that he co-founded, with responsibility for all of Portal Capital’s financial duties. Mr. Carley has an MBA from the University of Chicago Graduate School of Business, with an emphasis in Accounting and Finance, and an A.B. degree in Economics and Classics from Dartmouth College. He is also a director of Urth Organic Corporation and a Trustee and Treasurer of the Tracy Memorial Library in New London, NH. Mr. Carley brings financial expertise to the Company and the Board through his prior experience in the areas of public accounting and financial analysis, including experience as an accountant with Price Waterhouse & Co., now known as PricewaterhouseCoopers LLP, as well as President and Chief Financial Officer of Jensen Securities, a securities and investment banking firm in Portland, Oregon, for eight years in the 1990s. He is the chair of the Board’s Nominating Committee. Joseph S. Clabby was appointed Chairman of the Board in June 2025. Before retiring in 2022, Mr. Clabby spent over 20 years with ACE Limited and then Chubb Limited, a global insurance and reinsurance organization, following its merger with ACE in 2016, in a number of senior executive positions, including board roles at several affiliated companies. Prior to ACE and Chubb, Mr. Clabby held underwriting, broker and executive roles with leading insurance and reinsurance organizations, including Alexander & Alexander, Willis Group and Swiss Re. Mr. Clabby earned his MBA in Finance from Pace University and his Master of Arts in Education from Montclair State University. He completed his undergraduate degree at Fordham University, majoring in Psychology. Mr. Clabby brings extensive insurance industry experience to the Board with specific expertise in underwriting, risk management, and operational and financial leadership through his experience as an executive officer of a multinational public company. Thomas B. Cusick served as an Executive Advisor of Columbia Sportswear Company ("Columbia"), an outdoor and active lifestyle apparel and footwear company listed on the Nasdaq Global Select Market, from 2021 until August 2023. He previously served as Columbia's Executive Vice President and Chief Operating Officer beginning in July 2017 and as Executive Vice President and Chief Financial Officer from 2015 until 2017. He joined Columbia in 2002 as Corporate Controller and was promoted to Chief Financial Officer in 2009. Prior to joining Columbia, Mr. Cusick spent seven years with Cadence Design Systems, Inc. and certain of its subsidiaries (including OrCAD, a company acquired by Cadence in 1999), a public company that develops system design enablement solutions. Mr. Cusick currently serves as a member of the Board of Directors and Chair of the Audit Committee of Rather Outdoors Corporation, a privately held fishing equipment business. Additionally, Mr. Cusick serves as an advisor to Fossil Group, Inc., a publicly traded global consumer fashion accessories business and Alvarez & Marsal, a privately held global professional services firm. He received a B.S. degree in accounting from the University of Idaho and began his career at KPMG, LLC, a public accounting firm. Mr. Cusick brings financial and senior leadership expertise to the Board through his experience as an executive officer of a public company and his work with public company audit committees. He is the chair of the Board’s Audit and Compliance Committee. Mark S. Finn spent over 30 years with T. Rowe Price Group, a global investment management firm listed on the Nasdaq Global Select Market, where he held several roles, including portfolio manager of the firm’s $35 billion US Value Equity Strategy Fund and co-portfolio manager of its $3.5 billion US Large-Cap Value Equity Strategy Fund. Before T. Rowe Price Group, Mr. Finn worked in assurance services at Price Waterhouse & Co., now known as PricewaterhouseCoopers LLP. Mr. Finn earned a Bachelor of Science in Accounting from the University of Delaware and was a certified public accountant and certified financial analyst until his retirement from T. Rowe Price Group in 2023. Mr. Finn contributes extensive investment management and financial expertise to the Board through his experience in portfolio management with T. Rowe Price Group and his background in accounting and assurance services at Price Waterhouse & Co. Gary E. Kramer joined the Company as Chief Financial Officer in 2016 and was appointed as Chief Executive Officer of the Company in March 2020. Mr. Kramer has more than 20 years of insurance industry expertise, joining the Company after serving 12 years with Chubb Limited—the world’s largest publicly traded property and casualty insurer. Mr. Kramer holds a Bachelor of Science degree in business administration with a specialization in finance from Rowan University and an MBA with a specialization in accounting from Drexel University. Mr. Kramer brings to the Board extensive experience in senior leadership positions as well as deep industry and financial acumen. Anthony Meeker retired in 2003 as Managing Director of Victory Capital Management, Inc. (formerly known as Key Asset Management, Inc.), where he was employed for 10 years. Mr. Meeker was previously a director of First Federal Savings and Loan Association of McMinnville, Oregon and Oregon Mutual Insurance. He also serves on the board of two charitable organizations, MV Advancements, which provides employment, residential, and community services to clients with disabilities, and Oregon State Capitol Foundation. From 1987 to 1993, Mr. Meeker was Treasurer of the State of Oregon. His duties as state treasurer included investing the assets of the state, including the then $26 billion state pension fund, managing the state debt, and supervising all cash management programs. Mr. Meeker also managed the workers compensation insurance reserve fund of the State Accident Insurance Fund, providing oversight to ensure adequate actuarial reserves. He received a B.A. degree from Willamette University. Mr. Meeker’s experience in the insurance industry assists the Company in managing risk with respect to workers’ compensation and overseeing its insurance subsidiaries. Mr. Meeker also brings leadership skills and a unique insight stemming from his public service as state treasurer and service on other corporate boards. Carla A. Moradi most recently served as Senior Vice President, Global Partner Alliances Organization, for Anaplan Inc., an enterprise SaaS company, from September 2020 until September 2023. Prior to Anaplan, Ms. Moradi was Executive Vice President of Operations and Technology for HUB International Limited, a leading North American insurance brokerage, beginning in 2015, and was Group Vice President and Chief Information Officer for Walgreens Boots Alliance Inc., a healthcare, pharmacy, and retail company listed on the Nasdaq Global Select Market.

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    Ms. Moradi earned her MBA in Finance from Tulane University and her Master’s in Public Health from Tulane School of Public Health and Tropical Medicine. She completed her undergraduate degree at Knox College, majoring in Biology/Sociology. She has received a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute through a program developed by the National Association of Corporate Directors ("NACD"). Ms. Moradi currently serves on the Board of Directors of Patriot Growth Insurance Services, LLC, a privately held insurance services firm, American Residential Services, a privately held residential heating, ventilation, air conditioning (HVAC), and plumbing company, and Lightedge Solutions, a privately held provider of hybrid IT infrastructure across colocation and private and public clouds, servicing small and medium-sized businesses. Ms. Moradi also previously served on the Executive Committee of the YMCA of the USA National Board until her term ended in March 2024. Ms. Moradi brings her extensive knowledge and experience regarding information technology, data security and other risk management issues to the Board. She is the chair of the Board’s Risk Management Committee. Alexandra Morehouse served as Chief Marketing Officer & Chief Digital Officer of Banner Health, a not-for-profit health system based in Phoenix, Arizona, operating 30 hospitals with 75,000 employees across six states, for more than five years until October 2023. Prior to Banner Health, Ms. Morehouse served in leadership roles with American Express, Charles Schwab, California State Automobile Association, and Kaiser Permanente. Ms. Morehouse currently serves as a member of the Board of Directors of Simulint, Inc., a privately held cybersecurity and technology services company focused on serving small businesses. Additionally, she serves as a board advisor to Solv Health, a privately held digital health company, and to Reputation, a privately held reputation management software company. She received a B.A. from Harvard University and an MBA from Harvard Business School. Ms. Morehouse is an NACD Director 100 honoree, awarded for excellence in board service and governance. Ms. Morehouse brings to the Board her extensive knowledge and experience regarding marketing, including enterprise-wide digital transformation and branding, along with a strong understanding of corporate governance and diversity and inclusion matters. Vincent P. Price has served as an advisor to the Chief Executive Officer of Cambia Health Solutions, Inc. ("Cambia"), a nonprofit corporation headquartered in Portland, Oregon, since October 2023, and prior to that served as Executive Vice President and Chief Financial Officer of Cambia. Mr. Price joined Cambia in 2009. Prior to joining Cambia, he spent 15 years as a senior finance executive with Intel Corporation, a leader in the design and manufacturing of advanced integrated digital technology platforms, followed by seven years as a consultant to start-up companies. He served on the board of trustees of BCS Financial’s Plan Investment Fund and the Oregon Health Sciences University Foundation. He was also a founding member and treasurer of the Children’s Heart Foundation, Oregon Chapter. He received his bachelor's degree in business from South Dakota State University. His Master of Business Administration is from Arizona State University. Mr. Price brings his business, financial, and risk management experience as an executive officer of a large health care organization to the Board. He is the chair of the Board’s Compensation Committee. The Board recommends that stockholders vote FOR each of the nominees named above.

  5. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025 The following table summarizes compensation received by the Company’s outside directors for services during 2025. No outside director received perquisites or other personal benefits with a total value exceeding $10,000 during 2025.

  6. DIRECTOR COMPENSATION FOR 2025

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Total | | Thomas J. Carley | $88,951 | $99,972 | $188,923 | | Joseph S. Clabby | $127,785 | $99,972 | $227,756 | | Thomas B. Cusick | $92,500 | $99,972 | $192,472 | | Anthony Meeker | $119,715 | $99,972 | $219,687 | | Carla A. Moradi | $88,549 | $99,972 | $188,520 | | Alexandra Morehouse | $81,049 | $99,972 | $181,020 | | Vincent P. Price | $87,500 | $99,972 | $187,472 | | Mark S. Finn | $58,590 | $123,241 | $181,831 |

  7. DIRECTOR COMPENSATION FOR 2025

    (1) Directors (other than directors who are full-time employees of the Company, who do not receive directors’ fees) are entitled to receive an annual retainer payable monthly in cash. For 2025, the annual retainer was $70,000 for each outside director other than the Chairman of the Board, whose annual retainer was $155,000. Also throughout 2025, committee chairs and committee members received annual retainers as follows: Audit Committee, $17,500 and $7,500; Compensation Committee, $12,500 and $5,000; Risk Management Committee, $12,500 and $5,000; and Nominating Committee, $12,500 and $5,000. (2) Reflects the grant date fair value of 2,344 RSUs based on the closing share price of the Common Stock as of the grant date, July 1, 2025, of $42.65 per share. Additionally, reflects the grant date fair value of 593 RSUs based on the closing share price of the Common Stock as of the grant date, April 7, 2025, of $39.24 per share granted to Mr. Finn, which were granted at the time of his appointment to the Board to reflect his service as a director from his appointment date through June 2025. Mr. Finn's RSUs granted in April 2025 vested on July 1, 2025 and were settled by delivery of unrestricted shares of Common Stock on the vesting date. All other RSUs will vest on July 1, 2026 (assuming continued service as a director through that date), and will be settled by delivery of unrestricted shares of Common Stock on the vesting date. Each RSU represents a contingent right to receive one share of Common Stock. (3) At December 31, 2025, each of the Company’s outside directors held 2,344 RSUs.

  8. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Compensation Philosophy and Objectives. The Compensation Committee (for purposes of this section, the "Committee") has responsibility for establishing, implementing, and continually monitoring adherence with the Company’s compensation philosophy. The goal of the Committee is to ensure that the total compensation paid to the Company’s executive officers is fair, reasonable, and competitive. The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual and long-term strategic goals by the Company. The principles underlying our compensation policies are: • To attract, motivate, and retain high-quality executive officers; • To provide competitive compensation relative to compensation paid to similarly situated executives; and • To align the interests of executives with our overall risk profile to build long-term stockholder value. At the 2025 annual meeting of stockholders, more than 96% of the votes cast with respect to the advisory vote on executive compensation approved the compensation of the Company's named executive officers. The Committee took this information into consideration in reviewing the Company's executive compensation program. Our executive compensation program processes are consistent with those established by the Committee and are monitored by the Company’s finance functions. Peer Group and Survey Data for Comparison Purposes. For several years, the Committee has retained Mercer, a nationally recognized compensation consultant, to provide advice to the Committee regarding the structure and implementation of the Company's executive compensation program. The Committee engaged Mercer in mid-2024 to provide its recommendations for an updated peer group for purposes of comparing the Company’s executive compensation with other companies of a similar revenue size in the human resources-related and insurance-based industries. The peer group developed in consultation with Mercer did not take into consideration individual company compensation practices, and no company was included or excluded from the peer group due to paying above-average or below-average compensation. Mercer’s analysis of the Company’s compensation peer group resulted in the addition of three companies, CRA International, Inc., Kelly Services, Inc., and ProAssurance Corp., and removal of three other companies due to their larger size or poor financial performance. It was the consensus of the Compensation Committee that the following list of peer companies was appropriate for purposes of asking Mercer to prepare an updated survey of comparative executive compensation data for all executive officer positions. As discussed in more detail below, the resulting analysis was one of the factors considered by the Compensation Committee during its deliberations and decision-making with regard to the Company’s 2025 executive compensation program.

  9. Compensation Discussion and Analysis

    2025 Executive Compensation Components. The principal components of compensation for executive officers in 2025, similar to past years, were: • Base salary; • Target annual cash incentive compensation, including both performance-based compensation and discretionary bonuses; • Grants of restricted stock units ("RSUs"); and • Grants of performance share awards ("PSUs"). After reviewing the comparative peer group analysis provided by Mercer in October 2024, the Compensation Committee concluded that the Company’s executive compensation program had incorporated a balanced approach to setting performance metrics and goals for both short-term and long-term incentive compensation, resulting in the successful creation of shareholder value. Therefore, the Compensation Committee determined that the structure and approach of the Company’s executive compensation program was achieving its intended objectives of motivating superior performance and retention, such that there was no need to modify the structure of the program. In light of the goals of the program, as well as the Company’s positive financial performance under the CEO’s leadership, the Committee established a goal of gradually moving total compensation for the CEO closer to the 75th percentile of the Company’s peer group, with total cash compensation pegged at approximately the 50th percentile compared to the peer group. The Compensation Committee also discussed the CEO’s recommendations for the salary and target amounts of compensation for the Company’s executive officers other than himself and approved his recommendations. Base Salary Salary levels of executive officers are reviewed periodically by the Committee and the CEO as part of the performance review process, as well as in connection with a promotion or other change in job responsibility. In determining base salaries for executives in 2025, the Committee primarily considered: • Information provided by Mercer regarding merit increases and increases in total salaries by similarly sized companies as described above under the subheading "Peer Group and Survey Data for Comparison Purposes"; • The scope of responsibilities of the Company’s executive officers, including leadership, experience, skills, expertise, and knowledge; and Individual performance and contributions to the Company’s financial and strategic objectives. In February 2025, the Committee approved 2025 executive officer base salary levels, effective April 1, 2025, as follows: Mr. Kramer, $899,000, an increase of 5%; Mr. Harris, $510,000, an increase of 5%; Mr. Blotz, $580,000, an increase of 4%; and Mr. Potts, $390,000, an increase of 4%. Annual Cash Incentive Compensation The Company has an Annual Cash Incentive Award Plan (the "Annual Incentive Plan") that provides for annual awards of cash compensation to the Company’s executive officers based on the achievement of objective corporate performance goals selected by the Committee. In addition, the Committee typically awards discretionary bonuses based on each officer’s individual performance during the year. The total bonus opportunity for 2025 was divided such that 80% related to achievement of four corporate performance goals and 20% to individual performance. Following year end, the Committee determined the extent to which the corporate and individual performance goals were achieved. An executive must remain employed by the Company through the date of the Committee's determination of performance to be eligible to receive annual cash incentive payouts. In April 2025, the Committee set the target bonus amounts at 115% of base salary for Mr. Kramer and at 80% of base salary for Messrs. Harris, Blotz and Potts. The target amounts related to achievement of corporate performance goals were as follows: Mr. Kramer, $827,080; Mr. Harris, $326,400; Mr. Blotz, $371,200; and Mr. Potts, $249,600. The target bonus amounts tied to corporate financial metrics preliminarily approved by the Committee related to gross billings growth, net income, gross margin as a percentage of gross billings, and WSE adds from new clients, with each goal weighted equally. The cash payouts were subject to adjustment on a sliding scale based on the actual achievement of a given metric above or below the target level. Payouts for a given performance target would be 25% at the minimum achievement level and capped at 200% at the maximum achievement level. There would be no payout at an achievement level below the established minimum. The following table shows the Committee's determination of the bonus payout percentages achieved for each respective metric under the Annual Incentive Plan.

  10. Compensation Discussion and Analysis

    | Metric | Target | Actual | Minimum Achievement Level | Maximum Achievement Level | Payout Percentages | | Gross billings growth | 8.50% | 8.59% | 6.00% | 11.90% | 103% | | Net income | $40,719,610 | $54,448,248 | $34,611,669 | $48,863,532 | 200% | | Gross margin as a percentage of gross billings | 2.74% | 2.89% | 2.67% | 3.01% | 155% | | Worksite employee adds | 20,614 | 25,232 | 17,522 | 24,737 | 200% |

  11. Compensation Discussion and Analysis

    The actual payout amounts are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below. The target bonus amounts for individual performance approved by the Committee in April 2025 were as follows: Mr. Kramer, $206,770; Mr. Harris, $81,600; Mr. Blotz, $92,800; and Mr. Potts, $62,400. The CEO provided the Committee with his recommendations for individual goals for the executive team that were designed to support the Company's strategic objectives and were aligned with goals for other management employees. Each executive was assigned four or five goals focused on incremental margin improvement; implementation of new software programs to enhance the Company's operations and client support functions; market development and expansion, including through expansion of client adoption of newly deployed products and cultivation of referral partners; talent development and succession planning; and ongoing initiatives to protect the Company’s intellectual property and assure compliance with changing legal requirements. In February 2026, consistent with the CEO’s recommendations, the Committee approved payouts at 75% for Messrs. Kramer and Harris, 62.5% for Mr. Blotz, and 100% for Mr. Potts. Long-Term Equity Incentive Compensation In 2025, the Committee continued its practice of making annual grants of RSUs to the Company's executive officers under the Company’s 2020 Stock Plan. The Committee believes that RSUs provide a near-term opportunity to receive an ownership stake in the Company, thus serving as a significant incentive aligning the long-term interests of the executive team with the interests of the Company's stockholders. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs granted to executive officers typically vest in four equal annual installments, subject to continued service. The Committee fixed the dollar value of the annual RSU awards to executive officers granted on July 1, 2025, based on the closing sale price of the Common Stock on the date of grant, rounded down to the nearest whole share, as follows: Mr. Kramer, $1,573,000; Mr. Harris, $408,000; Mr. Blotz, $464,000; and Mr. Potts, $312,000. The awards are shown in the "All Other Stock Awards" column of the Grants of Plan-Based Awards table below. The vesting of PSUs granted in 2025 is conditioned on attaining specified target cumulative amounts of gross billings and net income before taxes for the three-year period ending December 31, 2027. The target dollar values of PSUs granted on March 3, 2025, were: Mr. Kramer, $1,753,050; Mr. Harris, $433,500; Mr. Blotz, $580,000; and Mr. Potts, $234,000, with 50% of the performance shares tied to achievement of each financial metric. Target award amounts are subject to upward or downward adjustment by 2.5% for each one percent by which the actual achievement of a given financial metric is above or below the target level, but not less than 80% of the target level or more than 140% of the target level. If achievement is below the 80% level, no part of the target award tied to that financial metric would be paid. At the 80% level, 50% of the target award for the related financial metric would be paid. The maximum payout is 200% of a target award. The awards in terms of numbers of shares are shown in the "Estimated future payouts under equity incentive plan awards" column of the Grants of Plan-Based Awards table below. In February 2026, the Committee reviewed the achievement of performance goals for PSUs granted to the executive officers in early 2023. The awards had been tied to the achievement of net income before taxes and gross billings targets for the three-year period ended December 31, 2025, with each factor weighted equally. The Committee determined that the net income before taxes goal had been achieved at the 102.9% level; the adjustment multiplier yielded a payout of 107.1% of the target award tied to that goal. The Committee determined that the gross billings goal had been achieved at the 97.3% level, yielding a payout of 93.2% of the target award tied to gross billings. The overall payout totaled approximately 100.2% of the target awards. The PSUs were settled on February 23, 2025, resulting in the issuance of shares of Common Stock as follows: Mr. Kramer, 55,206; Mr. Harris, 12,075; Mr. Blotz, 14,354; and Mr. Potts, 6,350. Deferred Compensation Plan Under the Company’s Nonqualified Deferred Compensation Plan adopted in 2017, executive officers and other participants may defer receipt for income tax purposes of up to 90% of salary, as well as up to 100% of bonuses and other compensation. Deferred amounts are credited to each participant's account and adjusted to reflect amounts of income, gain, or loss as if the amounts credited to such accounts had been invested in investment funds designated under the plan and selected by the participant. The Committee also approved the establishment of a Rabbi trust under which compensation deferred at the election of participants is deposited in trust and held separately from the Company's other assets, subject to the claims of the Company's creditors in the event of its bankruptcy or insolvency. Although the Company does not make cash matching contributions to participants’ accounts under the plan, RSUs that cliff vest five years following the grant date, subject to continued service, are awarded each January 1 and July 1, with a matching award of RSUs equal to 35% of the amount deferred into a participant's account during the preceding six months, up to a maximum value of $75,000 per year. The RSU awards during 2025 are shown in the Grants of Plan-Based Awards table below. Additional information about the deferred compensation plan is included under "Nonqualified Deferred Compensation" below. Retirement Benefits Employees, including executive officers, may participate in the Company's 401(k) defined contribution plan. The Company matches each employee's contributions at a rate of 100% on the first 3% of salary deferrals and 50% on the next 2% of salary deferrals, with a maximum Company-paid match of $14,000. All executive officers participated in the 401(k) plan in 2025. Agreements with Executive Officers The Company entered into employment agreements with Messrs. Kramer, Harris, and Blotz in April 2020, and with Mr. Potts in August 2020. The employment agreements provide for the payment of severance benefits upon termination of the executive’s employment for specified reasons. Each agreement includes the executive’s agreement not to compete with the Company for a specified period following termination. The Committee approved the agreements with the goal of providing the Company's stockholders with greater assurance of stability within senior management. The Company has also entered into agreements with Messrs. Kramer, Blotz, Harris, and Potts that provide, in the event of the executive's death, for the Company to make a lump sum payment to the executive’s designated beneficiary. The agreements are intended to provide a benefit to each executive’s heirs in the event of his death while employed by the Company. The Committee approved each of the foregoing agreements, which are described in more detail under "Information Regarding Agreements with Executive Officers" below.

  12. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation received by each individual who served as an executive officer of the Company during 2025.

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Stock Options(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total Compensation | | Gary E. Kramer | 2025 | $887,258 | $155,078 | $2,524,723 | $— | $1,359,289 | $75,945 | $5,002,291 | | President and Chief | 2024 | $847,115 | $171,200 | $2,318,580 | $— | $906,288 | $74,229 | $4,317,412 | | Executive Officer | 2023 | $814,115 | $205,750 | $1,926,165 | $— | $735,356 | $106,230 | $3,787,616 | | Anthony J. Harris | 2025 | $503,173 | $61,200 | $698,506 | $— | $536,432 | $14,000 | $1,813,312 | | Chief Financial | 2024 | $475,577 | $77,600 | $614,590 | $419,385 | $410,794 | $13,800 | $2,011,746 | | Officer | 2023 | $436,538 | $90,000 | $569,951 | $— | $321,662 | $26,149 | $1,444,300 | | Gerald R. Blotz | 2025 | $574,538 | $58,000 | $785,557 | $— | $609,786 | $48,928 | $2,076,809 | | Chief Operating | 2024 | $553,269 | $89,600 | $691,872 | $— | $474,319 | $37,250 | $1,846,310 | | Officer | 2023 | $530,961 | $107,000 | $615,231 | $— | $382,421 | $33,800 | $1,669,413 | | James R. Potts | 2025 | $385,904 | $62,400 | $465,387 | $— | $410,029 | $26,598 | $1,350,318 | | General Counsel | 2024 | $369,615 | $60,000 | $407,464 | $— | $317,624 | $13,800 | $1,168,503 | | and Secretary | 2023 | $350,962 | $71,000 | $379,927 | $— | $253,756 | $13,200 | $1,068,845 |

  14. Summary Compensation Table

    (1) The amounts shown represent cash bonuses awarded by the Compensation Committee based on each officer’s individual performance. Additional information regarding the Company's annual cash bonus program appears under the subheading "Compensation Discussion and Analysis" above. (2) The amounts shown include the grant date fair value of RSUs granted to executive officers under the 2020 Stock Plan using the closing price of the Common Stock on the grant date. Both grants of RSUs, and RSUs awarded as a matching contribution under the Company’s nonqualified deferred compensation plan, are included. Assumptions regarding forfeitures are ignored. Each RSU represents a contingent right to receive one share of Common Stock. Details regarding the terms of the RSU awards are described below under "Incentive Compensation." The amounts shown include the grant date fair value of awards of PSUs in 2023, 2024 and 2025 under the 2020 Stock Plan that reflect the probable outcome with respect to target levels of performance conditions as of the date of grant of 50% for the 2023, 2024 and 2025 awards. The value of the 2025 PSUs at the grant date, assuming the highest level of achievement, is as follows: Mr. Kramer, $3,506,100; Mr. Harris, $867,000; Mr. Blotz, $1,160,000; and Mr. Potts, $468,000. (3) The amount shown represents the grant date fair value of employee stock options under the Company's 2020 Stock Plan. The actual value to be received pursuant to the option awards is dependent on the appreciation in our stock price prior to the exercise or expiration of the options. Additional details regarding the terms of outstanding stock options held by the named executive officers are described below under "Incentive Compensation." The fair value of stock option awards as determined under the Black-Scholes option-pricing model was estimated using the following weighted-average assumptions (assumptions regarding forfeitures are ignored):

  15. Summary Compensation Table

    | | 2024 | | Expected volatility | 24.4% | | Risk free interest rate | 4.2% | | Expected dividend yield | 0.7% | | Expected term | 5 | | Weighted average fair value per share | $12.16 |

  16. Summary Compensation Table

    (4) Amounts shown represent performance-based cash bonuses earned pursuant to the Company's Annual Incentive Plan during the years shown. Additional information regarding awards under the program appears under the subheadings "Compensation Discussion and Analysis" above and "Incentive Compensation" below. (5) Amounts shown for 2025 include employer contributions to the 401(k) plan of $14,000 for each executive officer. Amounts also include the incremental cost to the Company of personal use of the corporate aircraft as well as club membership dues for Messrs. Kramer, Blotz and Potts. The incremental cost to the Company for personal use of the corporate aircraft was calculated using the variable costs of operating the aircraft, including fuel, trip-related maintenance, crew travel expenses, landing fees, and other miscellaneous variable costs. In 2025, the incremental cost to the Company for personal use of the corporate aircraft by Mr. Kramer was $50,566. Mr. Harris did not receive perquisites or other personal benefits with a total value exceeding $10,000 during 2025.

  17. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of our CEO for 2025, our last completed fiscal year: • The annual total compensation of our CEO was $5,002,291. • The median of the annual total compensation of all of our employees other than our CEO (based on our median employee identified under the methodology described below) was $116,593. • The resulting ratio of our CEO's annual total compensation to the annual total compensation of our median employee is 43 to 1. The pay ratio stated above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records. The SEC's rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies may not be comparable to our pay ratio stated above. We completed the following steps to identify the median of the annual total compensation of our employees and to determine the annual total compensation of our median employee and CEO: • On December 31, 2025, the date we used to determine the employees to be included in our ratio calculation, our employee population consisted of approximately 896 individuals, including full-time, part-time and temporary employees (excluding temporary staffing employees) employed on that date. • The employee number excludes the employees of our professional employer services clients, as those clients determine the compensation of their employees. Similarly, the number excludes our temporary staffing employees who work at our customers' job sites, because the compensation paid to such employees is established by our customer's order. • To find the median of the annual total compensation of the individuals (other than our CEO) in our employee population as described above, we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for the calendar year 2025. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2025, but who did not work for us the entire year. No full-time equivalent adjustments were made. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees included in the calculation. • After identifying the median employee, we added together all of the elements of that employee’s compensation for calendar year 2025 in accordance with the requirements applicable to calculating annual total compensation for purposes of the Summary Compensation Table above. For the annual total compensation of our CEO, we used the amount reported for our CEO in the "Total" column for 2025 in the Summary Compensation Table above.

  18. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding nonqualified deferred compensation received by the persons serving as executive officers of the Company during 2025.

  19. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 (1) | Company Contributions in 2025 | Aggregate Earnings in 2025 (2) | Aggregate Withdrawals/ Distributions in 2025 | Aggregate Balance at 12/31/2025 (3) | | Gary E. Kramer | $216,000 | — | $380,122 | $(377,290) | $1,638,509 | | Anthony J. Harris | $226,170 | — | $247,339 | $- | $1,651,289 | | Gerald R. Blotz | $91,289 | — | $27,999 | $(14,629) | $236,010 | | James R. Potts | $114,115 | — | $88,510 | $- | $607,217 |

  20. Nonqualified Deferred Compensation

    (1) Amounts are also included, as applicable, in the Salary, Bonus and Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table above. (2) None of the amounts in this column are included in the Summary Compensation Table because the earnings under the NDCP were not preferential or above-market. (3) Includes amounts previously reported in Summary Compensation Tables for prior years as follows: Mr. Kramer, $1,361,956; Mr. Harris, $1,118,347; Mr. Blotz, $185,981; and Mr. Potts, $428,880. Upper management, including executive officers, are eligible to participate in the Barrett Business Services, Inc. Nonqualified Deferred Compensation Plan (the "NDCP"). Key features of the NDCP are as follows: • Deferrals. Participants may make an advance election to defer up to 90% of their annual base salary, 100% of annual cash performance and discretionary bonuses, and 100% of other compensation as permitted in the Company’s discretion. • Vesting. Participants are immediately vested in credits for their contributions and related earnings. • Form of Payment. Participants may make elections regarding distribution of their vested account balance in accordance with the terms and conditions set forth in the NDCP. The payment may be in a lump sum on a specified date at least five years following the end of the period in which the deferred amount was earned (an "in-service distribution") or on the first business day of the seventh month following separation from service. Alternatively, for in-service distributions or distributions following retirement at or after age 60 with at least 10 years of service, the distribution may be paid in up to 10 equal annual installments. A lump-sum distribution will be made 60 days following death or disability. Distributions are also permitted in the event of an unforeseeable emergency. Subsequent deferral elections with respect to deferred amounts are also permitted. Earnings on Account Balances. Participants may allocate the amounts deferred into their accounts under the NDCP among 37 investment fund alternatives offered by the Company. Investment instructions may be submitted on any business day. Hypothetical gains and losses are credited to participant accounts based on their investment elections. The following table shows investment fund alternatives selected by participants during 2025 and annualized returns for each investment alternative for 2025:

  21. Nonqualified Deferred Compensation

    | Fund | Performance | | American Funds 2030 Target Date Retirement Fund Class R-6 | 15.7% | | American Funds 2035 Target Date Retirement Fund Class R-6 | 17.2% | | American Funds 2045 Target Date Retirement Fund Class R-6 | 20.4% | | American Funds 2050 Target Date Retirement Fund Class R-6 | 20.4% | | American Funds American Balanced Fund Class R-6 | 18.9% | | American Funds EUPAC Fund Class R-6 | 29.2% | | AMG Yacktman Fund Class I | 19.8% | | Blackrock Mid-Cap Growth Equity Portfolio Institutional Shares | 0.4% | | BrandywineGLOBAL - Corporate Credit Fund Class IS | 5.6% | | DoubleLine Total Return Bond Fund Class I | 8.0% | | Edgewood Growth Fund Class Institutional | 7.0% | | Federated Hermes Institutional High Yield Bond Fund Institutional Shares | 8.5% | | Fidelity Growth Discovery Fund - Class K | 15.2% | | Hood River Small-Cap Growth Fund Class Institutional | 23.8% | | Invesco Gold & Special Minerals Fund Class R6 | 131.9% | | iShares S&P 500 Index Fund Class K | 17.8% | | Nomura Small Cap Value Fund Class R6 | 8.1% | | MFS New Discovery Value Fund Class R6 | 2.5% | | MFS Value Fund Class R6 | 13.3% | | PGIM Total Return Bond Fund - Class R6 | 7.8% | | T. Rowe Price Large-Cap Growth Fund I Class | 17.7% | | Vanguard 500 Index Fund Admiral Shares | 17.8% | | Vanguard Developed Markets Index Fund Admiral Shares | 35.2% | | Vanguard Growth Index Fund Admiral Shares | 19.4% | | Vanguard International Growth Fund Admiral Shares | 20.2% | | Vanguard Mid-Cap Index Fund Admiral Shares | 11.7% | | Vanguard Mid-Cap Value Index Fund Admiral Shares | 12.1% | | Vanguard Mid-Cap Growth Index Fund Admiral Shares | 10.7% | | Vanguard Small-Cap Growth Index Fund Admiral Shares | 8.4% | | Vanguard Small Cap Value Index Fund Admiral Shares | 9.1% | | Vanguard Target Retirement 2020 Fund | 12.2% | | Vanguard Target Retirement 2030 Fund | 16.2% | | Vanguard Target Retirement 2040 Fund | 18.8% | | Vanguard Target Retirement 2050 Fund | 21.4% | | Vanguard Total Bond Market Index Fund Admiral Shares | 7.2% | | Vanguard Value Index Fund Admiral Shares | 15.3% | | Virtus Ceredex Mid-Cap Value Equity Fund Class R6 | 17.9% |

  22. Nonqualified Deferred Compensation

    The Company does not make cash matching contributions to participants’ accounts in the NDCP. However, as an incentive to participate in the NDCP and as a retention tool, the Committee approved the automatic award of RSUs under the 2020 Stock Plan each January 1 and July 1 to participants in the NDCP based on the fair market value of a share on the grant date, with a total dollar value equal to 35% of the amount deferred into the participant's account under the NDCP during the preceding six months. The grant date fair value of RSUs awarded to a single participant in connection with the NDCP is limited to $75,000 per year. The restriction period for RSUs awarded in connection with the NDCP will expire, and the RSUs will vest in full, on the fifth anniversary of the grant date, so long as the participant continues to be an employee of the Company on the vesting date. Vesting of the RSUs will be accelerated if the participant ceases to be an employee due to death or disability or in the event of a change in control of the Company. RSUs that do not vest on or before the expiration of the restriction period are forfeited. A total of 5,071 RSUs were granted to executive officers in connection with the NDCP during 2025. The grants are shown under "Outstanding Equity Awards at December 31, 2025" above.

  23. Pay Versus Performance

    Pay Versus Performance

  24. Pay Versus Performance

    | | Summary Compensation Table Total for the | | Average Summary Compensation Table Total for | Average Compensation | Value of Initial Fixed $100 Investment based on: | | | | | Year | Principal Executive Officer ("PEO") (1) | Compensation Actually Paid to the PEO (1) | Non-PEO Named Executive Officers ("NEO's") (2) | Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income (in thousands) (4) | Gross Billings (in thousands) (5) | | 2025 | $5,002,291 | $3,827,038 | $1,746,813 | $1,277,818 | $226 | $122 | $54,448 | $9,042,132 | | 2024 | $4,317,412 | $10,397,339 | $1,675,520 | $3,289,391 | $269 | $143 | $52,993 | $8,327,091 | | 2023 | $3,787,616 | $6,150,744 | $1,394,186 | $2,025,153 | $177 | $120 | $50,612 | $7,716,152 | | 2022 | $4,217,404 | $7,132,315 | $1,568,301 | $2,443,965 | $141 | $113 | $47,268 | $7,393,808 | | 2021 | $2,989,765 | $4,055,270 | $1,357,912 | $1,631,691 | $102 | $151 | $38,079 | $6,569,986 |

  25. Pay Versus Performance

    (1) Mr. Kramer was the PEO for all five years presented in the table. A reconciliation of the Summary Compensation Table and Compensation Actually Paid totals for 2025 is as follows:

  26. Pay Versus Performance

    | Current PEO SCT Total to CAP Reconciliation | 2025 | | Total Compensation as reported in Summary Compensation Table | $5,002,291 | | Subtract grant date fair value of equity awards granted during 2025 | $(2,524,723) | | Add year-end fair value of equity awards granted in 2025 that are outstanding and unvested as of last day of 2025 | $2,189,184 | | Add/subtract change in fair value from last day of prior year to last day of 2025 of any awards granted in prior years that are outstanding and unvested as of last day of 2025 | $(519,605) | | Add/subtract the amount of change in fair value from last day of prior year to the vesting date for awards granted in prior years that vested in 2025. | $(318,675) | | Subtract the amount of fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during 2025. | $(1,434) | | Compensation Actually Paid to PEO | $3,827,038 |

  27. Pay Versus Performance

    (2) Messrs. Harris, Blotz, and Potts were the Non-PEO NEOs for all five years presented in the table. A reconciliation of the Summary Compensation Table and Compensation Actually Paid totals for 2025 is as follows:

  28. Pay Versus Performance

    | NEO Average SCT Total to CAP Reconciliation | 2025 | | Total Compensation as reported in Summary Compensation Table | $1,746,813 | | Subtract grant date fair value of equity awards granted during 2025 | $(649,817) | | Add year-end fair value of equity awards granted in 2025 that are outstanding and unvested as of last day of 2025 | $562,450 | | Add/subtract change in fair value from last day of prior year to last day of 2025 of any awards granted in prior years that are outstanding and unvested as of last day of 2025 | $(324,478) | | Add/subtract the amount of change in fair value from last day of prior year to the vesting date for awards granted in prior years that vested in 2025. | $(56,875) | | Subtract the amount of fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during 2025. | $(275) | | Compensation Actually Paid to non-PEO NEOs | $1,277,818 |

  29. Pay Versus Performance

    (3) Peer Group Total Shareholder Return is calculated based on the S&P 1500 Human Resource & Employment Services Index, a published industry index that is considered reflective of the Company's peers, for each respective year shown in the table, assuming an initial investment of $100 on December 31, 2020. (4) Reflects after-tax net income prepared in accordance with GAAP for each of the years shown. (5) Gross billings is the financial measure that, in the Company’s assessment, represents the most important performance measure used to link Company performance to compensation actually paid to our PEOs and other NEOs, as it is the primary metric used in understanding the volume of the Company's business and serves as an important performance metric in managing the Company's operations, including the preparation of internal operating forecasts and establishing executive compensation performance goals. We calculate gross billings by including direct payroll costs that would otherwise be excluded from professional employer organization revenue because we are not the primary obligor for wage payments to our clients' employees. Relationship between Compensation Actually Paid and Financial Performance Measures Compensation Actually Paid ("CAP") to Mr. Kramer was higher in 2021-2024 compared to 2025. The decrease in Mr. Kramer’s compensation is primarily the result of the decrease in the Company’s stock price in 2025. The average NEO CAP was also higher in 2021-2024 compared to 2025, primarily due to the decrease in the Company’s stock price in 2025. Total Shareholder Return increased from 2021 to 2024 primarily due to the increase in the Company’s stock price during this period. Total Shareholder Return decreased in 2025 primarily due to the decrease in the Company's stock price during this period. Net Income, Gross Billings, and total Worksite Employees also increased between 2021 and 2025. Each of these metrics is directionally aligned with the increases in CAP for both Mr. Kramer and the other NEOs, except in 2025 where the CAP for Mr. Kramer and the other NEOs decreased compared to the prior year. Total Shareholder Return increased from 2021 to 2025, compared to a decrease in Peer Group Total shareholder Return for the same period. The following list presents the financial performance measures that the Company considers to have been the most important in linking CAP to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in the list are not ranked.

  30. Pay Versus Performance

    | Gross Billings | | Net Income Before Taxes | | Gross Margin as a Percentage of Gross Billings | | Net Income | | Growth in Gross Billings | | Worksite Employee Adds |

  31. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our charter obligates us, to the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director or officer of the Company and at our request, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner, trustee, employee or agent, from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in such capacity. Our charter also permits us to indemnify any employee or agent of the Company. Under Maryland law, we are permitted to advance the reasonable expenses of a director or officer upon receipt of (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met. We have entered into indemnification agreements with each of our directors who is not also an employee. These agreements require us to indemnify these individuals to the fullest extent permitted under Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.