Pay Versus Performance
This section provides a detailed analysis of the Compensation Actually Paid (“CAP”) (as calculated by the SEC rules) to the Company’s executive officers listed below as compared with the performance of the Company and our peer group.
As discussed in the Compensation Discussion and Analysis section above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ compensation to the achievement of the Company’s financial and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table shows the CAP to our Principal Executive Officer (“PEO” or “CEO”) for fiscal 2024, 2023, 2022, 2021, and 2020 and the average CAP to our non-PEO NEOs for each fiscal year as compared with the performance of the Company as measured by the total shareholder return (“TSR”), net income (loss), and Adjusted EBITDA and the performance of our peer group’s TSR. The dollar values shown for CAP in the table below do not reflect the actual amount of compensation earned or paid during the applicable year.
| Year · Summary Compensation Table Total for PEO (Current CEO)(1) · Compensation Actually Paid to PEO (Current CEO)(1)(9) · Summary Compensation Table Total for PEO (2023 Former CEO)(2) · Compensation Actually Paid to PEO (2023 Former CEO)(2)(9) · Summary Compensation Table Total for PEO (2022 Former CEO)(3) · Compensation Actually Paid to PEO (2022 Former CEO)(3)(9) · Average Summary Compensation Table Total for Non-PEO NEOs(4) · Average Compensation Actually Paid to Non-PEO NEOs(4)(9) · Value of Initial Fixed $100 Investment Based On: · Net Income (Loss) ($ in thousands)(7) · Adjusted EBITDA ($ in thousands) (8) |
|---|
| Total Shareholder Return(5) · Peer Group Total Shareholder Return(5)(6) |
|---|
| 2024 | $3,841,378 | $2,187,862 | $— | $— | $— | $— | $1,362,791 | $806,109 | $33 | $146 | $(125,748) | $11,167 |
| 2023 | $3,128,681 | $1,585,310 | $5,819,313 | $2,863,033 | $— | $— | $1,657,452 | $986,971 | $65 | $122 | $(14,173) | $28,984 |
| 2022 | $— | $— | $5,824,544 | $5,513,187 | $4,425,156 | $(6,387,623) | $2,059,452 | $897,701 | $81 | $115 | $62,273 | $116,999 |
| 2021 | $— | $— | $— | $— | $5,811,254 | $9,920,085 | $2,125,200 | $3,203,326 | $117 | $151 | $61,634 | $103,820 |
| 2020 | $— | $— | $— | $— | $3,420,004 | $1,999,169 | $1,241,280 | $815,963 | $81 | $103 | $(141,841) | $38,728 |
| (1) | These amounts reflect the compensation of Ms. Owen (our “Current CEO”) who was appointed as the Company’s CEO effective September 12, 2023. |
| (2) | These amounts reflect the compensation of Mr. Cooper (our “2023 Former CEO”) who retired as the Company’s CEO effective September 12, 2023. |
| (3) | These amounts reflect the compensation of Mr. Beharelle (our “2022 Former CEO”) who resigned as the Company’s CEO effective June 14, 2022. |
| (4) | For 2024, the Non-PEO NEOs were Messrs. Schweihs, Ferencz and Betori and Ms. Willis. For 2023, the Non-PEO NEOs were Messrs. Schweihs, Gafford, Ferencz, and Betori and Ms. Willis. For 2022 and 2021, the Non-PEO NEOs were Messrs. Ferencz, Gafford, and Schweihs and Ms. Owen. For 2020, the Non-PEO NEOs were Messrs. Defebaugh, Ferencz, Gafford, and Schweihs and Ms. Owen. |
| (5) | These amounts are based on information prepared by Zacks Investment Research, Inc. and assume a $100 investment on fiscal year end (“FYE”) 2019 which was December 29, 2019. Copyright 1980-2025. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. |
| (6) | These amounts represent the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization. The peer group used is the S&P 1500 Human Resources and Employment Services Index. The S&P 1500 Human Resources and Employment Services Index is the same index we use in our performance graph in Form 10-K for the applicable year. |
| (7) | These amounts represent net income (loss) reflected in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) in Form 10-K for the applicable year. |
| (8) | The Company has determined that Adjusted EBITDA, a non-GAAP financial measure, is the most important financial measure (not otherwise required in the table) used by the Company to link CAP to Company performance for the most recently completed fiscal year. See Appendix A for definition of Adjusted EBITDA as well as the reconciliation of net income (loss) to Adjusted EBITDA. |
TrueBlue, Inc. 2025 Proxy Statement P. 60
| (9) | CAP was calculated according to applicable SEC rules. For 2024 CAP, the following adjustments were made to 2024 total compensation amounts shown in the Summary Compensation Table in this proxy statement: |
| Year | Executive(s) | Summary Compensation Table Total | Subtract Stock Awards | Add Year-End Fair Value of Current Year RS and RSU Awards | Add Year-End Fair Value of Current Year PSU Awards (a)(b) | Add Change in Fair Value of Prior RS and RSU Awards | Add Change in Fair Value of Prior PSU Awards (a)(b) | Add Change in Fair Value of Current Year Vested Equity Awards | Add Change in Fair Value of Prior Vested Equity Awards | Compensation Actually Paid |
|---|
| 2024 | Current CEO | $3,841,378 | $2,330,628 | $715,997 | $819,383 | $(383,973) | $(317,691) | $— | $(156,604) | $2,187,862 |
| Non-PEO NEOs | $1,362,791 | $691,976 | $212,585 | $243,278 | $(149,607) | $(122,034) | $— | $(48,928) | $806,109 | |
| (a) | The following table shows the estimated and actual payouts of the annual PSUs awarded as of each FYE date noted, used to calculate the CAP above. |
|---|
| Estimated/Actual Payout as of: | 2021 PSU Award | 2022 PSU Award | 2023 PSU Award | 2024 PSU Award EBITDA | 2024 PSU Award rTSR |
|---|
| Vest Date in 2024 | —% | |
| FYE 2024 | | —% | —% | 100.0% | 100.0% |
| (b) | On February 5, 2021, Mr. Schweihs and Ms. Owen each received a PSU award based on individual performance metrics (“Retention PSUs”), of which up to one-half vested on the second anniversary of the grant, and the remaining portion of these shares vested on the third anniversary of the grant, in each case, only if certain individual performance criteria are met. The following table shows the actual payouts of the Retention PSUs awarded as of each FYE date noted, used to calculate the CAP above. |
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| Taryn R. Owen · Carl R. Schweihs |
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| Estimated/Actual Payout as of: · 2021 Retention PSU Tranche 1 · 2021 Retention PSU Tranche 2 · 2021 Retention PSU Tranche 1 · 2021 Retention PSU Tranche 2 |
|---|
| Vest Date in 2024 | 120.0% | 100.0% |
The most important financial performance measures used by the Company to link CAP to our NEOs, for the most recently completed fiscal year, to the Company’s performance are listed in the table below, each of which is described in more detail in the Compensation Discussion and Analysis section above or in prior proxy statements.
Financial Performance Measures
| • | Relative Total Shareholder Return |
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TrueBlue, Inc. 2025 Proxy Statement P. 61
Our Compensation Committee is focused on the link between executive compensation, Company performance, and value creation for shareholders. While net income is a commonly used indicator of Company performance, our Compensation Committee believes that using Adjusted EBITDA in our compensation program focuses our executive’s attention on core profitability matters that lead to long-term value creation. Adjusted EBITDA is also a measure used by shareholders when evaluating the performance of the Company. Our use of Adjusted EBITDA in the STI program significantly impacts the NEO’s STI program and has a direct impact on the CAP to the NEOs in a given year. Shareholders may also use the Company’s TSR when evaluating the performance of the Company. This relationship between net income, Adjusted EBITDA, and the CAP to our PEO and the average of Non-PEO NEOs, which is further supported by the relationship between the CAP to our PEO and Non-PEO NEOs and the Company’s TSR, can be seen in the charts below.
TrueBlue, Inc. 2025 Proxy Statement P. 62
