TrueBlue, Inc.
For the period ended May 14, 2025. Filed Apr 4, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 4, 2025
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
Company Governance
| One Share Equals One Vote | We have only a single class of shares with equal voting rights |
| Leadership | Separation of Board Chair and CEO roles for over 20 years, utilizing a Lead Independent Director position when needed |
| Independence | 8 of 9 directors are independent |
| All members of the Governance, Audit, and Compensation committees are independent | |
| Elections | All directors are elected annually |
| Directors must be elected by the majority of votes cast | |
| Evaluations | All directors complete annual evaluations of the Board |
| The members of the Audit, Compensation, and Innovation and Technology Committees complete annual evaluations of these committees | |
| Alignment with Shareholder Interests | All directors receive annual equity grants |
| Attendance | All directors attended at least 75% of the meetings of the Board and their respective committees |
| Succession Planning | CEO succession overseen by the Governance Committee and approved by the Board |
| Our Board regularly reviews Board and executive succession planning | |
| Stock Ownership | Meaningful stock ownership guidelines are in place for directors and executive officers |
| Anti-Hedging policy is in place that prohibits hedging against the Company’s stock by directors and all employees, including executive officers. Pledging of shares is discouraged. |
TrueBlue, Inc. 2025 Proxy Statement P. 8
Key Board and Committee Responsibility and Risk Oversight*
| Owner | Responsibilities and Risk |
| Full Board | Company strategy oversightEnterprise risk management |
| Audit Committee | Financial statements, systems, reporting and complianceEthics and Compliance program |
| Compensation Committee | Executive compensation strategy and plansHuman capital management |
| Governance Committee | CEO succession planningCorporate governance mattersBoard membership criteria and candidate reviewCorporate citizenship |
| Innovation & Technology Committee | Technology strategyCybersecurityArtificial intelligence |
*Please refer to the Risk Management section below for further details.
Board of Directors Summary
Director Attributes
TrueBlue, Inc. 2025 Proxy Statement P. 9
Director Experience and Skills
TrueBlue, Inc. 2025 Proxy Statement P. 10
Compensation Summary
Compensation Governance Highlights
| Shareholder Approval | 91% of voting shareholders approved our executive compensation program in 2024 |
| Compensation Committee | The Compensation Committee, comprised entirely of independent directors, oversees and regularly reviews named executive officer compensation |
| Compensation Consultant | Mercer (US) Inc. is the Compensation Committee’s independent, third-party consultant |
| CEO Compensation Goals | Compensation goals for CEO set by Compensation Committee after review by all independent directors of the Corporate Governance and Nominating Committee |
| Risk | Compensation programs do not encourage excessive or unnecessary risk-taking |
Compensation Best Practices
| WHAT WE DO | |
| Pay for performance by delivering a significant portion of compensation through performance and equity-based plans | |
| Request annual shareholder advisory say-on-pay votes | |
| Target total compensation near the median of relevant peers | |
| Maintain meaningful stock ownership guidelines for all named executive officers | |
| Engage an independent compensation consultant | |
| Retain double trigger change-in-control agreements | |
| Conduct an annual risk analysis of compensation programs | |
| Maintain clawback policies | |
| Require minimum vesting period for equity grants | |
| Include corporate citizenship goals in executive compensation | |
| Maintain a Compensation Committee comprised solely of independent directors |
| WHAT WE DO NOT DO | |
| ✕ | No excessive or guaranteed pay targets. All potential payouts are capped and tied to measurable targets |
| ✕ | No re-pricing of options or equity grants |
| ✕ | No pension benefits |
| ✕ | No gross-up of excise taxes upon a change in control |
| ✕ | No hedging or short sales of Company stock, with pledging discouraged |
| ✕ | No reward for excessive risk-taking |
| ✕ | No excessive executive perquisites |
| ✕ | No cash buyouts of underwater options |
| ✕ | No special health or welfare benefits for executives |
TrueBlue, Inc. 2025 Proxy Statement P. 11
Corporate Citizenship
TrueBlue was founded as a force for good with a mission to connect people to work. Today, our commitment to doing the right thing is reflected in the attention we pay to all of our stakeholders - our employees, associates, candidates, clients, shareholders, and the communities in which we operate. That commitment has not wavered. In 2024:
Risk Ranking: Low
Risk Exposure: Low
Risk Management: Strong
TrueBlue, Inc. 2025 Proxy Statement P. 12
CORPORATE
GOVERNANCE
This section includes Proposal 1 to elect our directors, a description of the experience, skills, and qualifications of each director, and describes how our non-employee directors are compensated as well as the role and structure of our Board and our corporate governance framework.
| 14 | Corporate Governance |
| 27 | Compensation of Directors |
| 30 | Proposal 1. Election of Directors |
Corporate Governance
This section describes the role and structure of our Board and our corporate governance framework.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.