DEF 14A of TrueBlue, Inc., Apr 14, 2026

DEF 14A of TrueBlue, Inc.

Filed Apr 14, 2026 · FY20250001999371-26-008266

Open on EDGAR

  1. GOVERNANCE

    | 20 | Corporate Governance | | 36 | Compensation of Directors | | 39 | Proposal 1. Election of Directors |

  2. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The table below discloses the compensation earned by each of the Company’s non-employee directors during the last completed fiscal year. Ms. Owen, our President and Chief Executive Officer, does not receive any additional compensation for her service on the Board. Please see the “2025 Summary Compensation Table” for the compensation received by Ms. Owen with respect to her service as Chief Executive Officer during 2025.

  3. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned and Paid in Cash | Stock Award Grant Date Fair Value(1) | Total | | Colleen B. Brown(2) | $113,250 | $114,824 | $228,074 | | William C. Goings(3) | $113,250 | $116,834 | $230,084 | | Kim Harris Jones(4) | $113,250 | $116,834 | $230,084 | | R. Chris Kreidler(5) | $98,250 | $108,782 | $207,032 | | Sonita Lontoh(6) | $98,250 | $108,782 | $207,032 | | Paul G. Reitz(7) | $98,250 | $108,782 | $207,032 | | Jeffrey B. Sakaguchi(8) | $143,250 | $141,008 | $284,258 | | Kristi A. Savacool(9) | $109,500 | $114,824 | $224,324 |

  4. 2025 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 2025 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 $6.34 for all directors. For additional information, refer to Note 11 to the Consolidated Financial Statements found in Item 8 of Part II of our 2025 Annual Report (listed under Stock-Based Compensation). |

  5. 2025 Non-Employee Director Compensation Table

    | (2) Ms. Brown holds 18,111 RSUs and 41,904 shares of Common Stock. Ms. Brown has no vested stock options. |

  6. 2025 Non-Employee Director Compensation Table

    | (3) Under the Director Equity Plan, Mr. Goings elected to defer settlement of 100% of his equity retainer in the form of 18,428 RSUs until 90 days after his separation from the Board. Additionally, Mr. Goings holds 36,965 deferred shares. Mr. Goings has no shares of Common Stock and no vested stock options. |

  7. 2025 Non-Employee Director Compensation Table

    | (4) Under the Director Equity Plan, Ms. Harris Jones elected to defer settlement of 100% of her equity retainer in the form of 18,428 RSUs until 90 days after her separation from the Board. Additionally, Ms. Harris Jones holds 46,684 deferred shares, owns 5,341 shares of Common Stock, and has no vested stock options. |

  8. 2025 Non-Employee Director Compensation Table

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 37 |

  9. 2025 Non-Employee Director Compensation Table

    | (5) Under the Director Equity Plan, Mr. Kreidler elected to defer settlement of 100% of his equity retainer in the form of 17,158 RSUs until 90 days after his separation from the Board. Additionally, Mr. Kreidler holds 26,940 deferred shares, owns 13,717 shares of Common Stock, and has no vested stock options. |

  10. 2025 Non-Employee Director Compensation Table

    | (6) Ms. Lontoh holds 17,158 RSUs and 30,195 shares of Common Stock. Ms. Lontoh has no vested stock options. |

  11. 2025 Non-Employee Director Compensation Table

    | (7) Mr. Reitz holds 17,158 RSUs and 13,588 shares of Common Stock. Mr. Reitz has no vested stock options. |

  12. 2025 Non-Employee Director Compensation Table

    | (8) Mr. Sakaguchi holds 22,241 RSUs and 66,469 shares of Common Stock. Mr. Sakaguchi has no vested stock options. |

  13. 2025 Non-Employee Director Compensation Table

    | (9) Under the Director Equity Plan, Ms. Savacool elected to defer 100% of her equity retainer in the form of 18,111 RSUs until 90 days after her separation from the Board. Additionally, Ms. Savacool holds 37,263 deferred shares, owns 6,596 shares of Common Stock, and has no vested stock options. |

  14. Directors

    Directors This section includes Proposal 1 to elect our directors and a description of the experience, skills, and qualifications of each director.

  15. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  16. The Nominees

    The Nominees In addition to the independence matters described under “Corporate Governance,” the Board and the Governance Committee considered the specific qualifications, experience, skills, background, judgment and other attributes of the director nominees named herein and concluded that based on these factors, and including each director nominee’s demonstrated business acumen, ability to exercise sound judgment, integrity and collegiality, such individuals should serve as directors of the Company. The Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, and that, collectively, their mix of skill sets and perspectives support the Board in providing the Company with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. The matrix below presents the prioritized competencies that the Board has identified as particularly valuable to its oversight of the Company and illustrates how the current nominees individually and collectively represent them. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. In addition, we have included certain demographical information below. Additional details on each director nominee’s experiences, qualifications, skills and attributes are set forth in their biographies.

  17. Nominee Attributes

    Nominee Attributes

  18. Nominee Attributes

    | Tenure | Age | Gender | Racial/Ethnic Diversity | | 4.8 years | 60 years | 44% | 33% | | Average Tenure of Nominees | Average age of Nominees | of Nominees are women | of Nominees are racially/ ethnically diverse |

  19. Nominee Attributes

    | | Attributes | | | | | | Committees | | | | | Age (Years) | Tenure (Years) | Independent | Gender Diverse | Racial / Ethnically Diverse | Total Public Company Boards | Audit | Compensation | Governance | | Taryn R. Owen | 47 | 2.5 | | ✓ | | 1 | | | | | R. Chris Kreidler | | | | | | | | | | | (Chair-Elect) | 62 | 5.7 | ✓ | | | 1 | ✓ | | ✓ | | William C. Goings | 68 | 10.0 | ✓ | | ✓ | 2 | | ✓ | | | William Greenblatt | 67 | 0.2 | ✓ | | | 1 | ✓ | | | | Kim Harris Jones | 66 | 9.9 | ✓ | ✓ | ✓ | 3 | ✓ | | ✓ | | Sonita Lontoh | 50 | 4.4 | ✓ | ✓ | ✓ | 2 | ✓ | | | | Paul G. Reitz | 53 | 2.6 | ✓ | | | 2 | | ✓ | ✓ | | Kristi A. Savacool | 66 | 7.7 | ✓ | ✓ | | 1 | | ✓ | ✓ | | William J. Seward | 58 | 0.2 | ✓ | | | 1 | | ✓ | | | Average | 60 | 4.8 | 8 of 9 | 44% | 33% | 1.6 | | | |

  20. Nominee Attributes

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 39 |

  21. DIRECTORS

    DIRECTORS

  22. 2026 Nominee Prioritized Skills and Experience

    2026 Nominee Prioritized Skills and Experience

  23. 2026 Nominee Prioritized Skills and Experience

    | Prioritized Skills and Experience | | | | | | | | | | | | | General Business | | | | Functional / Specialized | | | | | | | | Public Company CEO | P&L / Operations | Financial Expert | Governance | Labor / Adjacent Industry | Vertical Market / Customer Lens | Digital Innovation | Sales & Marketing | Strategic Transformation | Investments & Deals | | Taryn R. Owen | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | R. Chris Kreidler (Chair-Elect) | | | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | | William C. Goings | | ✓ | ✓ | ✓ | | | | | ✓ | ✓ | | William Greenblatt | | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | Kim Harris Jones | | ✓ | ✓ | ✓ | | | | | ✓ | ✓ | | Sonita Lontoh | | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Paul G. Reitz | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | Kristi A. Savacool | | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | William J. Seward | | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  24. 2026 Nominee Prioritized Skills and Experience

    The board of directors (the “Board”) has nominated the following persons for election as directors: William C. Goings, William Greenblatt, Kim Harris Jones, R. Chris Kreidler, Sonita Lontoh, Taryn R. Owen, Paul G. Reitz, Kristi A. Savacool, and William J. Seward. The Board recommends a vote “FOR” each of the nominees. General information regarding the nomination process is included in the Corporate Governance section under “Nominations for Directors.”

  25. 2026 Nominee Prioritized Skills and Experience

    | ✓ | FOR | THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE |

  26. 2026 Nominee Prioritized Skills and Experience

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 40 |

  27. 2026 Nominee Prioritized Skills and Experience

    | William C. Goings | Independent |

  28. 2026 Nominee Prioritized Skills and Experience

    Age: 68 Director since: April 2016 Committees: Compensation (Chair since December 2020)

  29. EDUCATION

    EDUCATION

  30. EDUCATION

    | ● | Northwestern University, Kellogg School of Business Management, MBA - Business Management |

  31. EDUCATION

    | ● | Morehouse College, BA - Business Administration |

  32. EDUCATION

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 41 |

  33. EDUCATION

    | William Greenblatt | Independent |

  34. EDUCATION

    Age: 67 Director since: January 2026 Committees: Audit

  35. COMMUNITY INVOLVEMENT

    COMMUNITY INVOLVEMENT

  36. COMMUNITY INVOLVEMENT

    | ● | University of Maryland, former board member |

  37. COMMUNITY INVOLVEMENT

    | ● | Cardozo School of Law, board member |

  38. COMMUNITY INVOLVEMENT

    | ● | NYU Langone Health, board of overseers |

  39. COMMUNITY INVOLVEMENT

    | ● | Success Academy Charter Schools, board member |

  40. COMMUNITY INVOLVEMENT

    | ● | JCRC, board member |

  41. COMMUNITY INVOLVEMENT

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 42 |

  42. COMMUNITY INVOLVEMENT

    | Kim Harris Jones | Independent |

  43. COMMUNITY INVOLVEMENT

    Age: 66 Director since: May 2016 Committees: Audit (Chair since March 2020), Corporate Governance

  44. OTHER

    OTHER Ms. Harris Jones has been named to the list of “25 Women to Watch” by CFO Magazine, to the list of “75 Most Powerful Women in Business” by Black Enterprise Magazine, to the lists of “2021 Most Influential Black Corporate Directors” and “2024 Most Influential Corporate Directors” by Savoy Magazine, and the list of “2025 Directors to Watch” by Directors & Boards.

  45. OTHER

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 43 |

  46. OTHER

    | R. Chris Kreidler | Independent |

  47. OTHER

    Age: 62 Director since: July 2020

  48. EDUCATION

    EDUCATION

  49. EDUCATION

    | ● | Rice University, BA - Economics/Managerial Studies |

  50. EDUCATION

    | ● | Jones Graduate School of Business, Rice University, MBA - Accounting/Marketing/Management Information Systems |

  51. EDUCATION

    | ● | Board of Advisors for the Jones Graduate School of Business at Rice University |

  52. EDUCATION

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 44 |

  53. EDUCATION

    | Sonita Lontoh | Independent |

  54. EDUCATION

    Age: 50 Director since: October 2021 Committees: Audit

  55. OTHER

    OTHER

  56. OTHER

    | ● | Financial Times Agenda Future 50 Directors |

  57. OTHER

    | ● | Wall Street Journal Board of Directors Council Founding Member |

  58. OTHER

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 45 |

  59. OTHER

    | Taryn R. Owen | Not Independent |

  60. OTHER

    Age: 47 Director since: September 2023 Committees: None

  61. COMMUNITY INVOLVEMENT

    COMMUNITY INVOLVEMENT

  62. COMMUNITY INVOLVEMENT

    | ● | Former Member of the Board of Advisors of HRO Today |

  63. COMMUNITY INVOLVEMENT

    | ● | Former Member of the Human Capital Industry Advisory Board for Wharton’s Center for Human Resources |

  64. COMMUNITY INVOLVEMENT

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 46 |

  65. COMMUNITY INVOLVEMENT

    | Paul G. Reitz | Independent |

  66. COMMUNITY INVOLVEMENT

    Age: 53 Director since: August 2023 Committees: Corporate Governance (Chair beginning May 11, 2026), Compensation

  67. COMMUNITY INVOLVEMENT

    COMMUNITY INVOLVEMENT

  68. COMMUNITY INVOLVEMENT

    | ● | Culver Stockton College |

  69. COMMUNITY INVOLVEMENT

    | ● | YMCA of Central Illinois |

  70. COMMUNITY INVOLVEMENT

    | ● | Advocacy Network for Children in Central Illinois |

  71. COMMUNITY INVOLVEMENT

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 47 |

  72. COMMUNITY INVOLVEMENT

    | Kristi A. Savacool | Independent |

  73. COMMUNITY INVOLVEMENT

    Age: 66 Director since: July 2018 Committees: Corporate Governance, Compensation

  74. COMMUNITY INVOLVEMENT

    COMMUNITY INVOLVEMENT

  75. COMMUNITY INVOLVEMENT

    | ● | Former trustee for DePaul University |

  76. COMMUNITY INVOLVEMENT

    | ● | Former director for United Way of King County |

  77. COMMUNITY INVOLVEMENT

    | ● | Former executive member of the Center for Corporate Innovation, Fortune 1000 health care CEO roundtable |

  78. COMMUNITY INVOLVEMENT

    | ● | Former director for Midtown Educational Foundation |

  79. COMMUNITY INVOLVEMENT

    | ● | Former director for Board of Court Appointed Special Advocates of Lake County, Illinois |

  80. COMMUNITY INVOLVEMENT

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 48 |

  81. COMMUNITY INVOLVEMENT

    | William J. Seward | Independent |

  82. COMMUNITY INVOLVEMENT

    Age: 58 Director since: January 2026 Committees: Compensation

  83. Short-Term Incentive Plan

    Short-Term Incentive Plan

  84. Short-Term Incentive Plan

    | ● | No Adjusted EBITDA Award Earned. 25% of our STI plan is based on a key financial metric, Adjusted EBITDA.(1) In 2025, the Company 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 component of the STI plan. (This Adjusted EBITDA component of the STI program was increased to 30% of the STI award in 2026.) |

  85. Short-Term Incentive Plan

    | 1 | For detailed definitions and reconciliation of non-generally accepted accounting principles (“non-GAAP”) financial measures, including Adjusted EBITDA, 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 2025. |

  86. Short-Term Incentive Plan

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 55 |

  87. Short-Term Incentive Plan

    | ● | Above Target Levels of Relative Revenue Performance 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”). While the Company’s industry continued to face challenging economic conditions, our NEOs led the Company to achieve stronger revenue growth than our Revenue Peer Group. During 2025, the Company’s revenue growth was 0.7% above the target of the Revenue Peer Group resulting in achievement of this portion of the STI plan resulting in 114% of the target payment to the NEOs relating to this metric. (This Relative Revenue component of the STI program was increased to 30% of the STI award in 2026.) |

  88. Short-Term Incentive Plan

    | ● | Individual Performance Goals 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 2025. (This individual performance component of the STI program was decreased to 40% of the STI award in 2026.) |

  89. Long-Term Incentive Plan

    Long-Term Incentive Plan

  90. Long-Term Incentive Plan

    | ● | 2025 Equity Grants. The LTI component of our NEO compensation program also contributed to our NEOs’ 2025 compensation. In 2025, the NEOs received an equity grant split between time-vested restricted stock units (“RSUs”) scheduled to vest over three years and performance share units (“PSUs”) which will vest only if certain goals are achieved during the 2025-2027 performance period. In 2025, the PSUs were subject to Adjusted EBITDA goals (70% of the PSU award) and Relative Total Shareholder Return (“rTSR”) goals (30% of the PSU award). |

  91. Long-Term Incentive Plan

    | ● | No Vesting of 2023 Annual PSU Awards. Payouts under the annual PSU awards granted in 2023 under our LTI plan for the 2023-2025 performance period were based on the Company’s three-year average Return on Equity (“ROE”) performance. No PSUs were earned related to the 2023 annual PSU grant because the Company’s ROE performance during the performance period did not achieve threshold performance. |

  92. 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 2025 STI plan were linked directly to the operating and strategic business plans reviewed by the Governance Committee, which was composed of all of the independent members of the Board, and approved by the Compensation Committee. |

  93. 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 scheduled to vest over a three-year service period and PSUs that vest only upon the achievement of Adjusted EBITDA and rTSR targets over the three-year performance period. |

  94. 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. | | | | | | Adjusted EBITDA (25% of STI) | Company performance-based compensation payable only upon achievement of Company-wide performance metrics. | | | Short- Term Incentive(1) | Cash | Completely at Risk | 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. | | Performance | | | | 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 (Stock- Settled) | Completely at Risk | Adjusted 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 multiyear period.(2) | | | | | | 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 (stock-settled) | Time vested over three years | N/A (50% of LTI) | Retention-based compensation, with value fluctuating based on stock price. | | 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. |

  95. Pay-for-Performance Emphasis

    | (1) For 2026, the proportions of the STI program components were adjusted to 30% Adjusted EBITDA, 30% revenue growth relative to the Revenue Peer Group, and 40% Individual Performance Goals. |

  96. Pay-for-Performance Emphasis

    | (2) For 2026, the Adjusted EBITDA PSU award performance period was adjusted to a one-year period, but will continue to cliff-vest after three fiscal years for retention purposes. This change to a one-year performance period allows the Compensation Committee to set realistic performance goals with better visibility into future performance of the Company in light of the on-going cyclical nature of the Company’s industry and challenges predicting the long-term performance of the Company. |

  97. 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 or otherwise fluctuates based on our stock price. These charts reflect the percentages of our 2025 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 the NEO’s target compensation in 2025.

  98. Strong Governance and Best Pay Practices

    | What We Do | | What We Do Not Do | | | ✓ | Pay for performance by delivering a significant portion of compensation through performance and equity-based plans | ✗ | No excessive or guaranteed pay targets. All potential payouts are capped and tied to measurable targets | | ✓ | Request annual shareholder advisory say-on-pay votes | ✗ | No re-pricing of options or equity grants | | ✓ | Target total compensation near the median of relevant peers | ✗ | No pension benefits | | ✓ | Maintain meaningful stock ownership guidelines for all named executive officers | ✗ | No gross-up of excise taxes upon a change in control | | ✓ | Engage an independent compensation consultant | ✗ | No hedging or short sales of Company stock, with pledging discouraged | | ✓ | Retain double trigger change-in-control agreements | ✗ | No reward for excessive risk-taking | | ✓ | Conduct an annual risk analysis of compensation programs | ✗ | No excessive executive perquisites | | ✓ | Maintain clawback policies | ✗ | No cash buyouts of underwater options | | ✓ | Require minimum vesting period for equity grants | ✗ | No special health or welfare benefits for executives | | ✓ | Include corporate citizenship goals in executive compensation | | | | ✓ | Maintain a Compensation Committee comprised solely of independent directors | | |

  99. Shareholder Feedback

    | Topic | What We Heard from Shareholders | Actions Taken by the Company | | STI Program Design | Shareholders asked for a stronger emphasis on objective financial performance metrics and greater transparency in incentive goal-setting. | • For 2026, adjusted STI structure from 50% financial goals and 50% individual goals to 60% financial goals and 40% individual goals to further align executive pay with Company performance. • Expanded disclosure of STI financial metrics and enhanced detail on executives’ individual short-term goals. | | Disclosure Practices & Transparency | Shareholders requested greater clarity around incentive plan design, performance evaluation processes, and governance practices. | • Enhanced proxy disclosures in recent years, including more robust discussion of executive STI goals, clearer rationale for incentive metrics, and expanded narrative on governance processes. | | LTI Metrics & Performance Alignment | Shareholders encouraged greater alignment between long-term compensation and shareholder value creation, including the use of external, market-based measures. | • Transitioned the LTI program to incorporate Relative Total Shareholder Return (rTSR) as a key performance metric, enhancing alignment with long-term shareholder outcomes. • Split LTI from a single metric into two different metrics (Currently Adj. EBITDA and rTSR). • Enhanced proxy disclosure explaining why rTSR was added, how peers were selected, and how performance will be evaluated. |

  100. Compensation Program Objectives

    | ● | Attracting and retaining the NEOs needed to achieve our long-term business strategies; |

  101. Compensation Program Objectives

    | ● | Motivating NEOs to create long-term shareholder value; |

  102. Compensation Program Objectives

    | ● | Establishing performance targets for incentive compensation that align with both our short- and long-term business strategies. |

  103. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee engages an independent compensation consultant. In 2025, this consultant was Mercer (US) LLC (“Mercer”). The Compensation Committee evaluates the independence of Mercer to assess whether any conflict of interest of any kind exist between Mercer and the Company, including personal or business

  104. Independent Compensation Consultant

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 61 |

  105. Independent Compensation Consultant

    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. The Compensation Committee reviewed the independence of Mercer under NYSE and SEC rules and concluded that the work of Mercer has not raised any conflict of interest. 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.

  106. 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 used for evaluating and setting the 2025 Executive Compensation program was proposed by Mercer, and approved by the Compensation Committee in May 2024 after discussion and consideration by the Committee. The Compensation Peer Group used to evaluate 2025 compensation decisions remained the same as for 2024 and contained the following companies:

  107. Peer and External Market Data

    | Compensation Peer Group | | | | | | | | Revenue within 0.3 | | | Employment | Multi-Branch | to 3.0x of | | Peer | Services | Locations | 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. | | ✓ | ✓ | | Heidrick & Struggles Int’l, Inc. | ✓ | | ✓ | | Herc Holdings Inc. | | ✓ | ✓ | | ICF International, Inc. | | | ✓ |

  108. Peer and External Market Data

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 62 |

  109. Peer and External Market Data

    | Compensation Peer Group | | | | | | | | Revenue within 0.3 | | | Employment | Multi-Branch | to 3.0x of | | Peer | Services | Locations | TBI’s Revenue | | Insperity, Inc. | ✓ | ✓ | | | Kelly Services, Inc. | ✓ | ✓ | ✓ | | Kforce Inc. | ✓ | | ✓ | | Korn Ferry | ✓ | ✓ | ✓ | | Robert Half, Inc. | ✓ | ✓ | | | TriNet Group, Inc. | ✓ | | ✓ | | Unifirst Corporation | | ✓ | ✓ |

  110. Peer and External Market Data

    The Mercer Report found the following with respect to the Company’s executive compensation:

  111. Peer and External Market Data

    | ● | Base salaries were generally positioned around the 25th percentile, with variability by position; |

  112. Peer and External Market Data

    | ● | Short-term cash incentive targets are between the market median and 75th percentile, with variability by position; |

  113. Peer and External Market Data

    | ● | Target long-term equity incentive grant values were positioned between the 25th percentile and 75th percentile with our CEOs target LTI positioned at the market 25th percentile and our other NEOs’ target variable by position; |

  114. Peer and External Market Data

    | ● | Total direct compensation varied by position with our CEO’s target at the 25th percentile and our other NEOs’ target between the 25th percentile and 75th percentile of compensation compared to the Compensation Peer Group. |

  115. Peer and External Market Data

    The Committee considers it appropriate when an NEO’s total direct compensation approximately targets the median of the Compensation Peer Group.

  116. Base Salaries

    Base Salaries We provide base salaries to give NEOs a fixed amount of cash compensation, to reflect the role, scope, and complexity of the NEO's position relative to the Compensation Peer Group. In setting salaries for 2025, our independent compensation consultant had found that our NEOs’ base salaries in 2024 were generally positioned around the 25th percentile, with variability by position. In 2025, Ms. Owen received an increase in base salary to more closely align her salary level with the CEOs in the Company's Compensation Peer Group and provide a base compensation level commensurate with the relative level of responsibility within the Company and the size and scope of the organization under her management. Ms. Owen's base salary had not been adjusted since her promotion to the CEO role in 2023. This decision was made following a comprehensive review of the Compensation Peer Group data to appropriately align her compensation with both the market and the Company’s pay-for-performance philosophy. The adjustment reflects the Compensation Committee's ongoing focus on the need to attract and retain top executive talent capable of delivering on the Company’s strategic objectives. Additionally, the Compensation Committee reviewed all other NEOs’ base salaries and determined that such base salaries were appropriately positioned relative to similarly-situated executives in the Compensation Peer Group. All other NEOs' 2025 base salaries remained unchanged from their 2024 base salaries.

  117. Short-Term Incentive Plan

    Short-Term Incentive Plan For STI performance, 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 2025 STI plan for our NEOs. The Compensation Committee set targets for the 2025 STI plan after detailed discussions with management and considering the detailed forecast for Company performance and the expected market conditions in which the Company operates. Based on this information, the Compensation Committee set targets for performance that were designed to be challenging, yet realistically achievable, given the best estimates available for Company performance during the year. The 2025 STI plan for our NEOs measured and rewarded performance against three components, weighted as follows:

  118. Short-Term Incentive Plan

    | (1) 50% for individual performance; |

  119. Short-Term Incentive Plan

    | (2) 25% for the Company’s Adjusted EBITDA performance; and |

  120. Short-Term Incentive Plan

    | (3) 25% for the Company’s relative revenue growth compared to the Revenue Peer Group, defined in the STI Plan Opportunity - 2025 Company Relative Revenue Growth Performance section below. |

  121. Short-Term Incentive Plan

    The table below shows the performance components (Individual, Company Adjusted EBITDA, and Relative Revenue Growth) and applicable threshold, target, and maximum payout levels approved by the Compensation Committee for the 2025 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 entirely at risk. For the individual performance component, there is no minimum threshold; however, payout is contingent upon achievement of specific goals and is not guaranteed. For the Company Adjusted EBITDA and relative revenue growth components, no payout will be made unless the established performance thresholds are met. This structure is designed to directly tie STI awards to measurable results and individual contributions, reinforcing our commitment to pay-for-performance and transparent governance. The individual performance component of the 2025 STI plan allowed NEOs to earn up to 120% of their target award. For the financial components of the program, the Compensation Committee also approved threshold (25%), target (100%), and maximum (200%) potential payouts dependent on achievement of Company performance metrics.

  122. Short-Term Incentive Plan

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 64 |

  123. STI Plan Opportunity

    STI Plan Opportunity The STI target opportunity for each NEO is set as a percentage of base salary, and individualized for each NEO based on each NEO’s relative level of responsibility. The Compensation Committee approved the following 2025 STI target award opportunity for each of the NEOs, as a percentage of base salary, which did not change as a percentage of base salary as compared to 2024:

  124. STI Plan Opportunity

    | NEO | STI Target Award (%) | STI Target Award ($) | | Taryn R. Owen | 150% | $1,425,000 | | Carl R. Schweihs | 75% | $412,500 | | Garrett R. Ferencz | 75% | $371,250 | | Richard P. Betori | 75% | $341,250 | | Kristy A. Willis | 75% | $345,000 |

  125. 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):

  126. STI Plan Opportunity

    | Executive | Individual Performance(1) | | | Company Adjusted EBITDA | | Company Relative Revenue Growth | | | | | Target | Maximum | Threshold ($17 million) | Target ($30 million) | Maximum ($43 million) | Threshold (-5%) | Target (0%) | Maximum (5%) | | Taryn R. Owen | $712,500 | $855,000 | $89,063 | $356,250 | $712,500 | $89,063 | $356,250 | $712,500 | | 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 | | Richard P. Betori | $170,625 | $204,750 | $21,328 | $85,313 | $170,625 | $21,328 | $85,313 | $170,625 | | Kristy A. Willis | $172,500 | $207,000 | $21,563 | $86,250 | $172,500 | $21,563 | $86,250 | $172,500 |

  127. STI Plan Opportunity

    | (1) There was no threshold applicable to the individual performance component. |

  128. 2025 Company Relative Revenue Growth Performance

    2025 Company Relative Revenue Growth Performance The second metric used in the STI program was Revenue Growth Relative to the Revenue Peer Group, which accounted for 25% of each NEO’s cash incentive compensation (adjusted to 30% for 2026). 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 of publicly traded companies to measure 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 2025 STI plan:

  129. 2025 Individual Performance

    | Executive | Payout Approved (As a % of Target) | Individual Goals Achieved | | | | Taryn R. Owen, CEO | 100% | • | Exceeded multi-year cost optimization goals, driving SG&A costs down by 10% year-over-year. | | | | | • | Restructured business model by moving to a territory-based model that increased and expanded sales capacity resulting in stronger performance. | | | | | • | Expanded cross selling and activated enterprise wide strategic partnerships — generating new business wins and a growing pipeline of multi brand opportunities. | | | | | • | Expanded in high-growth end markets, with skilled businesses growing 48% year-over-year. | | | | | | • | Increased energy sector revenue by 60%, | | | | | • | Delivered second consecutive year of growth in commercial driver business, | | | | | • | Expanded presence in healthcare with acquisition and integration of HSP | | | | • | Led the continued advancement of our digital ecosystem and deploying new features in core technologies – JobStack, Affinix, Stafftrack. | | | Carl R. Schweihs, CFO | 120% | • | Exceeded enterprise cost reduction goals, driving SG&A costs down by 10% year-over-year and increased incremental EBITDA margins. | | | | | • | Strengthened liquidity and working capital position and reduced capital spending to target. | | | | | • | Reduced collateral needs in workers’ compensation program. | | | | | • | Enhanced investor relationship by increasing visibility and event participation. | |

  130. 2025 Individual Performance

    | Executive | Payout Approved (As a % of Target) | Individual Goals Achieved | | | Garrett R. Ferencz | 120% | • | Established an activism defense team in order to protect shareholder interests. | | | | • | Effectuated the signing of critical sublease and real estate sale agreements. | | | | • | Expanded leadership over the India support center and successfully launched business pilot. | | | | • | Increased Company’s global ethics score and meaningfully advanced the Company’s Force for Good initiatives. | | Richard P. Betori | 85% | • | Successfully completed restructuring of the business unit to align with market conditions. | | | | • | Established global centers for product and technology which reduced op-ex and cap-ex spend in 2025. | | | | • | Achieved sales goals, 97% client retention target and increased gross margin percentage above budget targets. | | Kristy A. Willis | 70% | • | Implemented restructured business model including rollout of sales territory coverage and alignment of incentive programs. | | | | • | Strengthened succession readiness and team capability across the business. |

  131. Total Target and Actual 2025 STI Award

    Total Target and Actual 2025 STI Award The following table shows the total STI target award in 2025 for each NEO compared to the actual STI award, based on the performance results described below:

  132. Total Target and Actual 2025 STI Award

    | Executive | STI Target | Actual Award | Percentage of Target Awarded | | Taryn R. Owen | $1,425,000 | $1,118,625 | 79% | | Carl R. Schweihs | $412,500 | $365,063 | 89% | | Garrett R. Ferencz | $371,250 | $328,556 | 88% | | Richard P. Betori | $341,250 | $242,287 | 71% | | Kristy A. Willis | $345,000 | $207,000(1) | 60% |

  133. Total Target and Actual 2025 STI Award

    | (1) This award for Ms. Willis represents the amount estimated to be owed to Ms. Willis at the time of her separation under the individual performance and relative revenue growth portions of the STI program. |

  134. Total Target and Actual 2025 STI Award

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 68 |

  135. Long-Term Equity Incentive Plan

    Long-Term Equity Incentive Plan In 2025, annual equity awards for NEOs were comprised of a combination of RSU (50%) and PSU (50%) awards. The Compensation Committee approved the 2025 total target annual equity award value for each NEO, as shown in the following table, which remained unchanged from 2024 as a percentage of base salary.

  136. Long-Term Equity Incentive Plan

    | Executive | LTI Target Award | LTI RSUs Target Value | LTI PSUs Target Value | | Taryn R. Owen | 300% | $1,425,000 | $1,425,000 | | Carl R. Schweihs | 175% | $481,250 | $481,250 | | Garrett R. Ferencz | 175% | $433,125 | $433,125 | | Richard P. Betori | 135% | $307,125 | $307,125 | | Kristy A. Willis | 135% | $310,500 | $310,500 |

  137. Long-Term Equity Incentive Plan

    For the PSU portion of the 2025 LTI plan, there were two metrics: three-year aggregate Adjusted EBITDA (weighted 70%) and rTSR (weighted 30%). The Compensation Committee believed that two different metrics incentivize 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 to the creation of value for shareholders. Adjusted EBITDA was selected for the LTI program for the same reasons outlined in the STI program above, its effectiveness in driving disciplined cost management, sustainable revenue growth, and long-term value creation, while providing a transparent and objective measure that aligns management’s interests with those of shareholders. When selecting rTSR as an LTI metric, 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. The Compensation Committee determined that, alongside Adjusted EBITDA, rTSR provides an important and complementary perspective on performance by directly linking a portion of executive compensation to the Company’s results relative to its peers. This dual-metric approach helps ensure that executives are incentivized to deliver both strong internal financial performance and competitive returns for shareholders. Including rTSR into the LTI program reflects the Board’s commitment to a transparent strategy that delivers sustainable results and builds trust with shareholders and other stakeholders.

  138. 2025 Award of RSUs

    2025 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 2025 grants, was February 21, 2025.

  139. 2025 Award of PSUs

    2025 Award of PSUs In 2025, the PSU awards for our NEOs were as follows:

  140. 2025 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 three-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. |

  141. 2025 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. These units will vest, if at all, upon the achievement of the rTSR targets. rTSR will be calculated over the three-year performance period based on the closing price on the first and last trading day of the performance period. Among other benefits, a focus on rTSR encouraged our NEOs to make business decisions with a direct link to value creation for shareholders. rTSR is measured over the three-year |

  142. 2025 Award of PSUs

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 69 |

  143. 2025 Award of PSUs

    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 Executive Compensation Tables section for more detail on the rTSR awards. 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 target number of PSUs awarded was calculated 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. The Compensation Committee determined after recommendation from its compensation consultant, Mercer, this 20% discount to reflect the contingent nature of the PSUs and the risk of forfeiture. This discount was discontinued with the 2026 PSU awards. 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 and rTSR achieved during the performance period as shown in the table below. These targets were set in early 2025 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.

  144. 2025 Award of PSUs

    | | | Components of Total Target Annual Equity Grant | | | | NEO | Total Target Equity Grant as % of Base Salary | 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% | | Richard P. Betori | 135% | 67.50% | 47.25% | 20.25% | | Kristy A. Willis | 135% | 67.50% | 47.25% | 20.25% |

  145. 2025 Award of PSUs

    | | | 3-Year Aggregate Adjusted EBITDA Performance Target | % of Target PSUs Earned | | | Maximum | $216 Million | 150% | | 3-Year Aggregate Adjusted EBITDA | Target | $166 Million | 100% | | | Threshold | $116 Million | 50% |

  146. 2025 Award of PSUs

    | | | 3-Year rTSR Performance Target | % of Target PSUs Earned | | | Maximum | 75th Percentile | 150% | | 3-Year rTSR | Target | Median | 100% | | | Threshold | 25th Percentile | 50% |

  147. 2025 Award of PSUs

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 70 |

  148. 2025 Company Relative TSR Performance

    2025 Company Relative TSR Performance The second metric used for the PSU awards was rTSR performance compared to the rTSR Peer Group. The Compensation Committee selected a second metric for a portion of the annual PSU award in part due to shareholder feedback that in multiple performance metrics can be beneficial by focusing executive attention on additional aspects of business performance. For this metric, the Compensation Committee, selected challenging targets based on a comparison to rTSR at a custom set of peer companies. The Compensation Committee, in consultation with Mercer, selected the following rTSR Peer Group for the rTSR component of the 2025 LTI plan. These companies were selected after considering broader indices for comparison. This custom peer group gives more transparency to individual companies and recognized the importance of using industry specific and like companies as the basis of comparison.

  149. 2025 Company Relative TSR Performance

    | 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 |

  150. 2023 PSU Award Determination (2023-2025) Performance Period

    2023 PSU Award Determination (2023-2025) Performance Period Mses. Owen and Willis and Messrs. Schweihs, Ferencz and Betori each received PSUs as a component of their total long-term equity awards in 2023, 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 2023-2025 performance period the Company achieved an ROE of -2.3%, which was below the threshold ROE of 8%, resulting in no PSUs being earned for this award.

  151. Changes to the STI Plan and LTI Plan for 2026

    Changes to the STI Plan and LTI Plan for 2026 For 2026, the Compensation Committee determined that the weightings of the STI plan should be adjusted to 30% Adjusted EBITDA, 30% revenue growth relative to the Revenue Peer Group, and 40% Individual Performance Goals in order to further align executive pay with Company performance. The Compensation Committee adjusted the performance period for the 2026 Adjusted EBITDA PSU award to a one-year period, with any earned PSUs vesting three fiscal years after the grant date for retention purposes. In addition, the calculation for determining the number of PSUs granted will no longer include the 20% discount from the average closing price of the 60 day period prior to the grant date.

  152. Non-qualified Deferred Compensation Plan

    Non-qualified Deferred Compensation Plan The NEOs are not entitled to participate in the Company’s 401(k) plan. In addition, 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 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

  153. Non-qualified Deferred Compensation Plan

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 71 |

  154. Non-qualified Deferred Compensation Plan

    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. Details of amounts contributed to each NEO’s 2025 deferrals are provided in the 2025 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 2025. The Compensation Committee believes the Deferred Compensation Plan is necessary as a competitive and 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.

  155. 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 recommended by our compensation consultant and consistent with general industry practices, to achieve a balance between these objectives and the potential impact on shareholders.

  156. Change-in-Control Agreements

    Change-in-Control Agreements The Company has entered into change-in-control agreements with each of the 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 interests 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.

  157. Equity Grant Timing Practices

    Equity Grant Timing Practices The Company makes all annual equity grants at the close of the second trading day after the public release of the prior year’s financial results. The Company has long held that this consistent date best protects against any use of material nonpublic information (“MNPI”) influencing the grant date. The Company does not currently grant stock options or similar awards as part of its employee or executive compensation programs and did not grant any such awards in 2025. Neither the Company nor the Compensation Committee considers MNPI when determining the timing or terms of awards and the timed disclosure of MNPI is not used to impact the value of executive compensation. All new-hire or promotional grants to executives are made on the date of hire or promotion. To further protect against the release of MNPI impacting the value of executive compensation, all grants are made using the average stock price of the prior 60-trading days, including the grant date.

  158. 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 2025 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.

  159. 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 |

  160. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows all compensation paid by the Company in fiscal 2025, 2024, and 2023, as applicable, to our CEO, CFO, the other two most highly paid executive officers who were serving as executive officers as of December 28, 2025, and a former executive officer whose employment with the Company terminated on December 10, 2025. The individuals listed in the following tables are the “named executive officers” or “NEOs” referred to in this proxy statement.

  161. 2025 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 | | | | | | | | 2025 | $950,000 | — | $2,545,479 | $1,118,625 | — | $4,614,104 | | 2024 | $860,000 | — | $2,330,628 | $645,000 | $5,750 | $3,841,378 | | 2023 | $766,751 | — | $1,660,749 | $689,931 | $11,250 | $3,128,681 | | Carl R. Schweihs, Executive Vice President, Chief Financial Officer | | | | | | | | 2025 | $550,000 | — | $859,669 | $365,063 | — | $1,774,732 | | 2024 | $550,000 | — | $869,480 | $247,500 | $5,750 | $1,672,730 | | 2023 | $508,493 | — | $746,164 | $283,500 | $11,250 | $1,549,407 | | Garrett R. Ferencz, Executive Vice President, Chief Legal Officer | | | | | | | | 2025 | $495,000 | — | $773,699 | $328,556 | — | $1,597,255 | | 2024 | $495,000 | — | $782,532 | $213,468 | $4,950 | $1,495,950 | | 2023 | $495,000 | — | $646,866 | $297,000 | $9,894 | $1,448,760 | | Richard P. Betori, Executive Vice President, TrueBlue and President, PeopleScout | | | | | | | | 2025 | $455,000 | — | $548,628 | $242,287 | — | $1,245,915 | | 2024 | $455,000 | — | $554,904 | $127,968 | $5,750 | $1,143,622 | | 2023 | $413,998 | — | $621,423 | $197,442 | $11,250 | $1,244,113 | | Kristy A. Willis, Former Executive Vice President, TrueBlue and President, PeopleReady | | | | | | | | 2025 | $460,000 | — | $554,654 | $207,000 | $592,424(3) | $1,814,078 | | 2024 | $460,000 | — | $560,987 | $112,125 | $5,750 | $1,138,862 | | 2023 | $418,224 | — | $621,200 | $192,576 | $11,544 | $1,243,544 |

  162. 2025 Summary Compensation Table

    | (1) The value in this column for 2025 represents the aggregate amount of restricted stock units (“RSUs”) and performance share units awarded based on Company performance (“PSUs”) granted to NEOs in 2025 and calculated according to FASB ASC Topic 718, with the RSUs and PSUs with an Adjusted EBITDA performance criteria (“Adjusted EBITDA PSUs”) calculated based on the closing stock price on the date of grant and PSUs with a rTSR performance criteria (“rTSR PSUs”) based on a Monte Carlo simulation. 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 2025, Ms. Owen received a target value of $1,425,000 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 $7.87. In 2025, Ms. Owen received two PSU awards: (1) Adjusted EBITDA PSUs; and (2) rTSR PSUs. Ms. Owen received a target value for Adjusted EBITDA PSUs and rTSR PSUs of $997,500 and $427,500, respectively, 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 $5.84. The FASB ASC Topic 718 grant date fair value of Ms. Owen’s RSUs, target Adjusted EBITDA PSUs, and target rTSR PSUs was $1,148,187, $995,000, and $402,292, respectively, each of which is included in the table above. Equity awards are described in more detail in the Compensation |

  163. 2025 Summary Compensation Table

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 76 |

  164. 2025 Summary Compensation Table

    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 2025 Form 10-K (listed under Stock-Based Compensation). The value of the PSUs granted in 2025 is based upon the target outcome, which was the probable performance outcome at the grant date. The maximum value of the 2025 PSUs, assuming that the highest level of performance conditions is achieved, based on the grant date share price of $5.83 for the Adjusted EBITDA PSUs and $5.50 for the rTSR PSUs, is $2,095,941 for Ms. Owen, $707,858 for Mr. Schweihs, $637,064 for Mr. Ferencz, $451,740 for Mr. Betori, and $456,698 for Ms. Willis.

  165. 2025 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.” |

  166. 2025 Summary Compensation Table

    | (3) This amount represents, as a result of Ms. Willis’s termination without cause, $26,466 for continuation of her base salary from December 10, 2025 through December 31, 2025, $460,000 for 12 months’ of her base salary, $69,885 for accrued, but unused paid time off and personal holidays, and $36,073 for group health plan coverage. |

  167. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  168. 2025 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 | | 2/4/2025 | $890,625 | $1,425,000 | $2,280,000 | — | — | — | — | — | | Restricted Stock Units | 2/21/2025 | 2/4/2025 | — | — | — | — | — | — | 181,102 | $1,148,187 | | Performance Share Units(7) | 3/14/2025 | 3/13/2025 | — | — | — | 85,335 | 170,669 | 256,004 | — | $995,000 | | Performance Share Units(8) | 3/14/2025 | 3/13/2025 | — | — | — | 36,572 | 73,144 | 109,716 | — | $402,292 | | Carl R. Schweihs | | | | | | | | | | | | Cash Incentive | | 2/4/2025 | $257,813 | $412,500 | $660,000 | — | — | — | — | — | | Restricted Stock Units | 2/21/2025 | 2/4/2025 | — | — | — | — | — | — | 61,162 | $387,767 | | Performance Share Units(7) | 3/14/2025 | 3/13/2025 | — | — | — | 28,820 | 57,639 | 86,459 | — | $336,035 | | Performance Share Units(8) | 3/14/2025 | 3/13/2025 | — | — | — | 12,352 | 24,703 | 37,055 | — | $135,867 | | Garrett R. Ferencz | | | | | | | | | | | | Cash Incentive | | 2/4/2025 | $232,031 | $371,250 | $594,000 | — | — | — | — | — | | Restricted Stock Units | 2/21/2025 | 2/4/2025 | — | — | — | — | — | — | 55,046 | $348,992 | | Performance Share Units(7) | 3/14/2025 | 3/13/2025 | — | — | — | 25,938 | 51,875 | 77,813 | — | $302,431 | | Performance Share Units(8) | 3/14/2025 | 3/13/2025 | — | — | — | 11,116 | 22,232 | 33,348 | — | $122,276 | | Richard P. Betori | | | | | | | | | | | | Cash Incentive | | 2/4/2025 | $213,281 | $341,250 | $546,000 | — | — | — | — | — | | Restricted Stock Units | 2/21/2025 | 2/4/2025 | — | — | — | — | — | — | 39,033 | $247,469 | | Performance Share Units(7) | 3/14/2025 | 3/13/2025 | — | — | — | 18,392 | 36,784 | 55,176 | — | $214,451 | | Performance Share Units(8) | 3/14/2025 | 3/13/2025 | — | — | — | 7,883 | 15,765 | 23,648 | — | $86,708 | | Kristy A. Willis | | | | | | | | | | | | Cash Incentive | | 2/4/2025 | $215,625 | $345,000 | $552,000 | — | — | — | — | — | | Restricted Stock Units | 2/21/2025 | 2/4/2025 | — | — | — | — | — | — | 39,462 | $250,189 | | Performance Share Units(7) | 3/14/2025 | 3/13/2025 | — | — | — | 18,594 | 37,188 | 55,782 | — | $216,806 | | Performance Share Units(8) | 3/14/2025 | 3/13/2025 | — | — | — | 7,969 | 15,938 | 23,907 | — | $87,659 |

  169. 2025 Grants of Plan-Based Awards

    | (1) This column reflects the date that the Compensation Committee approved the Company and individual performance targets and awards under the STI plan, as well as the RSU awards and Company performance targets for the PSU awards under the LTI plan. |

  170. 2025 Grants of Plan-Based Awards

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 77 |

  171. 2025 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) and Company relative revenue growth portions (at threshold) of the STI plan opportunity as discussed in the Compensation Discussion and Analysis section. |

  172. 2025 Grants of Plan-Based Awards

    | (3) These columns show what the potential payout for each NEO would have been under the STI plan in 2025, 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. For actual payouts under the STI plan for 2025, please see the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. The Company and individual performance measures for determining the payout are discussed in the Compensation Discussion and Analysis section. |

  173. 2025 Grants of Plan-Based Awards

    | (4) These columns show the number of PSUs granted in 2025 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 2025 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 $5.84. |

  174. 2025 Grants of Plan-Based Awards

    | (5) This column shows the number of RSUs granted in 2025 to the NEOs under the LTI plan. The number of RSUs granted on February 21, 2025 was calculated using the target value for the award (a percentage of the NEO’s salary) divided by the average closing price of the Common Stock during the 60 trading days preceding and including the grant date, which was $7.87. For these RSUs, 33.33% of each award vests annually over a three-year period. |

  175. 2025 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 grant date. The closing price of the Common Stock on February 21, 2025, was $6.34. For the Adjusted EBITDA PSUs, which have 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 14, 2025 was $5.83. For rTSR PSUs, which have a market-based performance condition, the grant date fair value was calculated using a Monte Carlo simulation conducted by a third-party. The calculated grant date fair value per share of these awards at target was $5.50. 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 2025 Form 10-K (listed under Stock-Based Compensation). |

  176. 2025 Grants of Plan-Based Awards

    | (7) These PSUs have a non-market based performance condition, which is the three-year aggregate Adjusted EBITDA for the relevant performance period. |

  177. 2025 Grants of Plan-Based Awards

    | (8) These PSUs have a market-based performance condition, which is relative total shareholder return (rTSR). |

  178. 2025 Grants of Plan-Based Awards

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 78 |

  179. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding unvested RSUs and PSUs held by the NEOs as of December 28, 2025. The market value of the RSUs, and PSUs is based on the closing market price of the Common Stock on December 28, 2025, which was $4.65. 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 28, 2025.

  180. 2025 Stock Vested

    2025 Stock Vested The following table provides information for the NEOs regarding the number of shares acquired upon the vesting of RSU awards during 2025 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 2025 as reported in the 2025 Summary Compensation Table.

  181. 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Taryn R. Owen | 56,774 | $385,692 | | Carl R. Schweihs | 23,111 | $154,276 | | Garrett R. Ferencz | 18,773 | $133,953 | | Richard P. Betori | 17,106 | $109,254 | | Kristy A. Willis | 44,840 | $243,813 |

  182. 2025 Stock Vested

    | (1) This table only includes vesting of RSUs because the 2022 PSU grant resulted in no shares being earned. For additional information on the vesting of the 2022 PSUs, please see our prior proxy statement. Additionally, this column does not include the vesting of the 2023 PSUs which were scheduled to vest, if at all, in February 2026. For additional information on the vesting of the 2023 PSUs, please see the 2025 Outstanding Equity Awards at Fiscal Year-End section above. |

  183. 2025 Stock Vested

    | (2) The dollar amount realized upon vesting was calculated by multiplying the number of RSUs that vested (including shares withheld for tax withholding purposes) by the closing value of the Common Stock on the applicable vesting date. |

  184. 2025 Nonqualified Deferred Compensation

    2025 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:

  185. 2025 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 | $18,862 | $— | $69,569 | $— | $514,045 | | Carl R. Schweihs | $32,450 | $— | $79,029 | $55,941 | $636,513 | | Garrett R. Ferencz | $— | $— | $54,729 | $— | $442,650 | | Richard P. Betori | $122,992 | $— | $2,841 | $— | $859,712 | | Kristy A. Willis | $45,609 | $— | $44,027 | $— | $403,527 |

  186. 2025 Nonqualified Deferred Compensation

    | (1) For the Company’s NEOs, amounts in this column are included in the amounts shown as “Salary” in the 2025 Summary Compensation Table above. |

  187. 2025 Nonqualified Deferred Compensation

    | (2) No Company match was earned for 2025. Accordingly, no amounts were contributed by the Company to the Nonqualified Deferred Compensation Plan for 2025. As a result, there are no amounts reported in the column “Company Contributions in Last FY” and no amounts related to a 2025 match are included in “All Other Compensation” in the 2025 Summary Compensation Table above. |

  188. 2025 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. 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. |

  189. 2025 Nonqualified Deferred Compensation

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 81 |

  190. 2025 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 six months before the actual payment of the participant’s account balance.

  191. 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 2025 fiscal year, the annual total compensation of the employee identified as our Company’s median employee was $11,855. Our CEO’s total compensation in 2025 was $4,614,104. Accordingly, for 2025, the CEO pay ratio was estimated to be 389 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 median employee, 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 19, 2025. On the Measurement Date, our active U.S. and Canadian employees, excluding the CEO, consisted of 28,359 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 2025 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.

  192. CEO Pay Ratio

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 87 |

  193. CEO Pay Ratio

    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 27,965 and the total Canada employee count was 395. The total number of employees outside the U.S. and Canada at the Measurement Date was 1,228. The combined total of all employees worldwide at the Measurement Date was 29,588. The employees outside the U.S. and Canada at the Measurement Date were located in the following jurisdictions:

  194. CEO Pay Ratio

    | Country | Approximate Number of Employees Excluded in 2025 | | India | 921 | | United Kingdom | 192 | | Poland | 47 | | Australia | 61 | | New Zealand | 7 |

  195. CEO Pay Ratio

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 88 |

  196. CEO Pay Ratio

    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 each of fiscal years 2021 through 2025 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.

  197. CEO Pay Ratio

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (Current CEO)(1) | Compensation Actually Paid to PEO (Current CEO)(1)(9) | Summary Compensation Table Total for PEO (2023 Former CEO)(2) | Compensation Actually Paid to PEO (2023 Former CEO)(2)(9) | Summary Compensation Table Total for PEO (2022 Former CEO)(3) | Compensation Actually Paid to PEO (2022 Former CEO)(3)(9) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(4)(9) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5)(6) | Net Income (Loss) ($ in thousands)(7) | Adjusted EBITDA ($ in thousands)(8) | | 2025 | $4,614,104 | $2,181,196 | $— | $— | $— | $— | $1,607,995 | $861,874 | $24 | $121 | $(47,960) | $11,754 | | 2024 | $3,841,378 | $2,187,862 | $— | $— | $— | $— | $1,362,791 | $806,109 | $41 | $142 | $(125,748) | $11,167 | | 2023 | $3,128,681 | $1,585,310 | $5,819,313 | $2,863,033 | $— | $— | $1,657,452 | $986,971 | $80 | $119 | $(14,173) | $28,984 | | 2022 | $— | $— | $5,824,544 | $5,513,187 | $4,425,156 | $(6,387,623) | $2,059,452 | $897,701 | $100 | $112 | $62,273 | $116,999 | | 2021 | $— | $— | $— | $— | $5,811,254 | $9,920,085 | $2,125,200 | $3,203,326 | $144 | $147 | $61,634 | $103,820 |

  198. CEO Pay Ratio

    | (1) These amounts reflect the compensation of Ms. Owen (our “Current CEO”) who was appointed as the Company’s CEO effective September 12, 2023. |

  199. CEO Pay Ratio

    | (2) These amounts reflect the compensation of Mr. Steven Cooper (our “2023 Former CEO”) who retired as the Company’s CEO effective September 12, 2023. |

  200. CEO Pay Ratio

    | (3) These amounts reflect the compensation of Mr. Patrick Beharelle (our “2022 Former CEO”) who resigned as the Company’s CEO effective June 14, 2022. |

  201. CEO Pay Ratio

    | (4) For 2025 and 2024, the Non-PEO NEOs were Messrs. Schweihs, Ferencz and Betori and Ms. Willis. For 2023, the Non-PEO NEOs were Messrs. Schweihs, Derrek Gafford, Ferencz, and Betori and Ms. Willis. For 2022 and 2021, the Non-PEO NEOs were Messrs. Ferencz, Gafford, and Schweihs and Ms. Owen. |

  202. CEO Pay Ratio

    | (5) These amounts are based on information prepared by Zacks Investment Research, Inc. and assume a $100 investment on fiscal year end (“FYE”) 2020 which was December 27, 2020. Copyright 1980-2026. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. |

  203. CEO Pay Ratio

    | (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. |

  204. CEO Pay Ratio

    | (7) These amounts represent net income (loss) reflected in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) in Form 10-K for the applicable year. |

  205. CEO Pay Ratio

    | (8) The Company has determined that Adjusted EBITDA, a non-GAAP financial measure, is the most important financial measure (not otherwise required in the table) used by the Company to link CAP to Company performance for the most recently completed fiscal year. See Appendix A for definition of Adjusted EBITDA as well as the reconciliation of net income (loss) to Adjusted EBITDA. |

  206. CEO Pay Ratio

    | TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 89 |

  207. CEO Pay Ratio

    | (9) CAP was calculated according to applicable SEC rules. For 2025 CAP, the following adjustments were made to 2025 total compensation amounts shown in the 2025 Summary Compensation Table in this proxy statement: |

  208. CEO Pay Ratio

    | 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) | Add Change in Fair Value of Prior RS and RSU Awards | Add Change in Fair Value of Prior PSU Awards(a) | Add Change in Fair Value of Current Year Vested Equity Awards | Add Change in Fair Value of Prior Vested Equity Awards | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions(b) | Compensation Actually Paid | | 2025 | Current CEO | $4,614,104 | $2,545,479 | $842,124 | $341,582 | $(275,651) | $(734,364) | $— | $(61,120) | $— | $2,181,196 | | | Average for Non-PEO NEOs | $1,607,995 | $684,163 | $180,468 | $85,483 | $(69,250) | $(218,035) | $15,884 | $(33,965) | $(22,543) | $861,874 |

  209. CEO Pay Ratio

    | (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. |

  210. CEO Pay Ratio

    | Estimated/Actual Payout as of: | 2022 PSU Award | 2023 PSU Award | 2024 PSU Award EBITDA | 2024 PSU Award rTSR | 2025 PSU Award EBITDA | 2025 PSU Award rTSR | | FYE 2024 | —% | —% | 100.0% | 100.0% | | | | Vest Date in 2025 | —% | | | | | | | FYE 2025 | | —% | —% | 100.0% | —% | 100.0% |

  211. CEO Pay Ratio

    | (b) This amount represents the average fair value of awards forfeited for non-PEO NEOs (as a result awards that were forfeited upon Ms. Willis’s separation). |

  212. CEO Pay Ratio

    The most important financial performance measures used by the Company to link CAP to our NEOs, for the most recently completed fiscal year, to the Company’s performance are listed in the table below, each of which is described in more detail in the Compensation Discussion and Analysis section above or in prior proxy statements.