TrueBlue, Inc.
For the period ended May 11, 2026. Filed Apr 14, 2026.
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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 11, 2026 · Filed Apr 14, 2026
Contents
Executive Compensation Program Overview
Pay-for-Performance Emphasis
The Compensation Committee structures our executive compensation program to appropriately align the interests of the Company’s management team with shareholders. We expect executive compensation to reflect Company and individual performance, with a strong emphasis on accountability and results. The Company’s 2025 compensation program incorporated several key features intended to drive execution of our strategic plan and deliver sustainable value creation. Highlights of these features included:
| ● | 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. |
| ● | 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. |
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 56 |
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Our executive compensation program is made up of several components which have a specific purpose and contribute to a well-balanced, competitive program. The chart below summarizes our 2025 executive compensation program.
| 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. |
| (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. |
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 57 |
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| (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. |
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.
2025 Target Total Compensation Mix
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 58 |
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Strong Governance and Best Pay Practices
Our executive compensation philosophy is reflected in the programs and practices we embrace and how they align with shareholders’ long-term interests. Below is a summary of these programs and 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 | |||
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 59 |
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Shareholder Feedback
The Company provides shareholders an annual “say-on-pay” advisory vote on its executive compensation program. At our 2025 Annual Meeting of Shareholders, shareholders expressed support for the compensation of our NEOs, with 87% of the votes cast for approval of the “say-on-pay” advisory vote. The Compensation Committee discussed and considered shareholder feedback provided directly to management during regular shareholder engagement activities. The Compensation Committee considered this shareholder feedback and the results of the 2025 advisory vote in evaluating the Company’s executive compensation programs. In light of investor feedback in recent years, the Compensation Committee has continued to refine the executive compensation program and improve disclosures related to the executive compensation program. Below are the highlights of changes the Company has made since 2024 in light of such 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. |
Incorporating Corporate Citizenship-Related Objectives
The Company has made corporate citizenship best practices a part of its corporate practices and initiatives, with a specific focus on human capital management (“HCM”). The Company also incorporates corporate citizenship and HCM goals in its executive compensation program. During 2025, the CEO’s STI plan included individual objectives tied to leadership development, succession planning for management positions, and enhancing the employee experience to increase retention. Goals for other NEOs tied to corporate citizenship included expanding our “WorkUp” program to upskill workers, expanding a nationwide second chance initiative, building a positive culture in individual business units, leadership development and succession planning, and increasing participation in our ethics programs across the Company.
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 60 |
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