May 12, 2021 at 10:00 a.m., Pacific Daylight Time

TrueBlue Building

1015 A Street

Tacoma, Washington 98402

March 15, 2021

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

Even if you plan to attend our 2021 Annual Meeting of Shareholders, please read this proxy statement with care and vote right away using any of the methods below. In all cases, have your proxy card or voting instructions form in hand and follow the instructions.

The board of directors (the “Board”) has nominated the following persons for election as directors. The Board recommends a vote “FOR” each of the nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. The biographies of each of the nominees below contain information regarding the nominees' service on the Board, business experience, director positions held currently or at any time during the last five (5) years, and information regarding involvement in certain legal or administrative proceedings, if applicable. Each biographic summary is followed by a brief summary of certain experiences, qualifications, attributes, or skills that led the Corporate Governance and Nominating Committee (the “Governance Committee”) and the Board to determine that each nominee should serve as a director for the Company. The summaries do not include all of the experiences, qualifications, attributes, or skills of the nominees. General information regarding the nomination process is included in the Corporate Governance Section under “Nominations for Directors.”

The Company’s directors are elected each year at the annual meeting of shareholders to serve until the next annual meeting when their successors are elected and qualified, or until they resign, are removed, or are otherwise disqualified to serve. The Company’s Board currently consists of nine (9) directors.

A nominee for director in an uncontested election who does not receive a majority vote but who was a director at the time of the election shall not be elected, but shall continue to serve as a holdover director until the earliest of: (i) ninety (90) days after the date on which an inspector determines the voting results as to that director pursuant to Section 23B.07 of the Washington Business Corporation Act; (ii) the date on which the Board appoints an individual to fill the office held by such director, which appointment shall constitute the filling of a vacancy by the Board; or (iii) the date of the director’s resignation. Any vacancy resulting from the non-election of a director under these circumstances may be filled by the Board as provided in Article II, Section 2.11 of the Company's bylaws. The Governance Committee will promptly consider whether to fill the position of a nominee failing to receive a majority vote and make a recommendation to the Board to fill the position. The Board will act on the Governance Committee’s recommendation and, within ninety (90) days after the certification of the shareholder vote, will publicly disclose its decision. Except as provided in the next sentence, a director who fails to receive a majority vote for election will not participate in the Governance Committee's recommendation or the Board's decision about filling his or her office. If no director receives a majority vote in an uncontested election, then the incumbent directors: (i) will nominate a slate of nominee directors and hold a special meeting for the purpose of electing those nominees as soon as practicable; and (ii) may in the interim fill one or more director positions with the same director(s) who will continue in office until their successors are elected.

THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” THE ELECTION OF EACH NOMINEE NAMED ABOVE.

The Board affirmatively determines the independence of each director and nominee for election as a director in accordance with criteria set forth in the Company's Corporate Governance Guidelines (the “Guidelines”), which include all elements of independence set forth in the New York Stock Exchange (“NYSE”) listing standards and related Securities and Exchange Commission (“SEC”) Rules and Regulations. At a regularly scheduled portion of each Board meeting or as part of the Governance Committee meetings, the independent directors meet in executive session without management or any non-independent directors present. Independent directors have no material relationship with the Company, except as directors and shareholders of the Company.

Based on these standards, at its meeting held on March 11, 2021, the Board made the independence determinations for each of our directors as set forth in the table to the right.

Enterprise risk management is an integral part of our business processes and the Company has an enterprise risk management (“ERM”) program to integrate risk responsibilities within the current management structure. Specific risks are assigned to the Board's committees and business area experts. The most significant risks are regularly discussed with the Board as part of its active oversight of risks that could affect the Company. Risks are delegated among the committees based on the expertise of each committee. Each committee and the Board discuss specific risks with management throughout the year, as appropriate. The Board believes the administration of this risk oversight function does not negatively affect the Board's leadership structure.

The Board exercises an oversight role with respect to the most significant risks facing our Company and maintains responsibility for certain risks, while designating the Audit Committee with the primary responsibility for overseeing the Company's ERM program and process. Management provides the Board with periodic reports on the Company’s risk and ERM program findings. The Audit Committee has responsibility to periodically review the Company's guidelines, policies, and procedures to assess and manage risk exposure.

The individual committees also consider risk within their areas of responsibility as highlighted below. The committee chairs provide reports of their activities to the Board at each regular Board meeting including apprising the Board of any significant risks within their areas of responsibility and management's response to those risks.

Each director is expected to devote sufficient time, energy, and attention to ensure diligent performance of his or her duties and to attend all Board, committee, and shareholders' meetings. The Board met twelve (12) times during 2020. All directors attended at least 75% of the meetings of the Board and of the committees on which they served during the fiscal year ended December 27, 2020. Our Guidelines provide that each of our directors is expected to attend our annual meeting of shareholders and all directors attended in person or participated by phone in the 2020 Annual Meeting of Shareholders on May 13, 2020.

The Board has four standing committees to facilitate and assist the Board in the execution of its responsibilities. These committees are the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Innovation and Technology Committee (“I&T Committee”). All the committees are comprised solely of non-employee, independent directors, except for the I&T Committee which includes Mr. Cooper as a member. Charters

for each committee are available on the Company's website at investor.trueblue.com/corporate-governance/governance-documents-and-committee-composition/default.aspx. The charter of each committee is also available in print to any shareholder upon request. The table below shows membership for each of the standing Board committees as of December 27, 2020, the number of times each committee met in 2020, and outlines each committee's key responsibilities and functions.

The Audit Committee is comprised solely of non-employee directors, all of whom the Board determined are independent pursuant to the NYSE rules and the independence standards set forth in Rule 10A-3 of the Exchange Act. The Governance Committee and the Board have determined that all the members of the Audit Committee are “financially literate” pursuant to the NYSE rules. The Board has affirmatively determined that Mss. Harris Jones and Savacool and Messrs. Kreidler and Sakaguchi are “audit committee financial experts,” as such term is defined in Item 407 of Regulation S-K. The Board has adopted a charter for the Audit Committee, which

is available at investor.trueblue.com/corporate-governance/

governance-documents-and-committee-composition/default.aspx. The charter is also available in print to any shareholder upon request.

The Compensation Committee is comprised solely of non-employee directors, all of whom the Board determined are independent pursuant to the NYSE rules. The Board has adopted a charter for the Compensation Committee, which is available on the Company's website at investor.trueblue.com/corporate-governance/governance-documents-and-committee-composition/default.aspx. The charter is also available in print to any shareholder upon request. Additional information regarding the Compensation Committee and its procedures and processes for the consideration and determination of executive and director compensation are included under the Compensation Discussion and Analysis section of this proxy statement.

The Governance Committee is comprised solely of non-employee directors, all of whom the Board determined are independent pursuant to the NYSE rules. The Board has adopted a charter for the Governance Committee, which is available on the Company's website at investor.trueblue.com/corporate-governance/governance-documents-and-committee-composition/default.aspx. The charter is also available in print to any shareholder upon request.

The I&T Committee's primary functions are to oversee the Company's information risks, technology strategy, and programs and to consider emerging innovation and business trends and their alignment with the Company's business strategies and objectives. The Board has adopted a charter for the I&T Committee, which is available on the Company's website at investor.trueblue.com/corporate-governance/governance-documents-and-committee-composition/default.aspx. The charter is also available in print to any shareholder upon request.

The Company sees environmental, social, and governance (“ESG”) matters as an essential component of sustainable Company performance and integral to the successful implementation of our long-term business strategy. ESG considerations inform how we manage the Company, including our risk management framework

and our governance mechanisms for Board oversight and how we deliver sustainable growth that positively impacts our employees, clients, shareholders, and the communities in which we operate.

As the Company seeks to meet evolving stakeholder needs, the Board views ESG issues as increasingly essential to the Board’s oversight of our business strategy. The Governance Committee is responsible for overseeing our ESG efforts and receives regular updates from management on our sustainability strategy and activities. The Company's Corporate Citizenship Council, chaired by the chief legal officer, leads and manages our response to ESG issues for the Company, and engages stakeholders on our ESG initiatives. Other senior leaders provide input through corporate organizations such as the Diversity and Inclusion Council. The global Corporate Citizenship Council implements day-to-day programs with support from senior managers and relevant corporate functions.

Our approach to ESG strategy and corporate sustainability begins with understanding and acting on the ESG issues that most impact our business performance and strategy. Since 2018, we have conducted assessments of significant ESG risks, based on input from across the Company and alignment with leading external reporting frameworks. In assessing key material topics for our business and industry, we referenced the Sustainability Accounting Standards' Board and added components most important to management and the Governance Committee. Our Corporate Citizenship Council also works with stakeholders across the Company, including Human Resources, Legal, Compliance, and Audit to identify key priorities based on likelihood and impact at the Company.

After considering the various ESG related risks, the Company found the following risks to be material or significant enough to warrant specific attention by our Corporate Citizenship Council and ESG reporting efforts:

Board and corporate governance have been a focus of the Company for over a decade, exemplified by the Company's early adoption of a practice separating the CEO and Board Chair roles. The Governance Committee also receives frequent updates on evolving corporate governance best practices and implements those practices most impactful or useful to the Company.

The Board has emphasized diversity, equity, and inclusion (“DE&I”) as a key aspect of corporate sustainability for many years and ensures it leads the Company by example. The Board has been recognized by the National Association of Corporate Directors (“NACD”) and other national and regional organizations for its

efforts and success in becoming a diverse and inclusive board. The Board continues to foster and promote a diverse, talented, and well-trained workforce and a performance-driven workplace culture.

Management has also emphasized DE&I throughout the Company and has hired a vice president to lead our DE&I functions and to provide leadership and vision to our employee-driven DE&I program. We have a Diversity & Inclusion Council (the “Council”) which designs and launches initiatives that advance acceptance and inclusion. The Council reports regularly to executive leadership, who brief our Board periodically through the year. The Council also sponsors training to build diversity and inclusion awareness, and supports Employee Resource Groups (“ERGs”), which are employee-led groups that create opportunities for employees to collaborate based on shared characteristics or life experiences to support each other for enhanced career and personal development. We have ERGs that include the African American Resource Connection, Be Proud (LGBTQ+), Hispanic Opportunity and Latinx Awareness, Women in Leadership, Europe, Middle East, and Africa Developing Female Talent Team, and Veteran Employee Talent Society. Through these experiences, we learn how our differences build stronger teams and how our histories reveal similarities.

We believe a strong corporate culture and employee engagement is key to attracting and retaining talented employees. To assess and improve our culture, we routinely utilize an independent third party to measure how favorably our employees view our organizational culture and engagement. These surveys include corporate culture assessments, as well as real-time feedback on employee engagement and employee-management relations. The results of these surveys are reported and distributed throughout management and the Board, and are used to create actionable plans to improve employee engagement and retention. Our September 2020 survey returned an engagement score of 74, which exceeds the benchmark set by the independent survey provider of 67, and is an improvement of 1 point from our pre-COVID-19 survey completed in February 2020.

Professional ethics are monitored at the Board level by the Audit Committee. The chief ethics and compliance officer oversees risks related to professional integrity and ethics, ensuring regular training for Company employees on our Code of Conduct and Business Ethics (“Code of Conduct”), anti-fraud, bribery and corruption efforts, third-party risk program, and provides regular reports to the Audit Committee of these efforts and any breaches of ethical conduct by Company employees. Our Code of Conduct covers topics including avoiding conflicts of interest, maintaining confidentiality, anti-harassment, and discrimination, among others.

Our human capital strategy is centered on our values and our employees. Ensuring a diverse and inclusive performance-driven culture is one of the key components of this corporate strategy and a corporate priority led by the Board. We invest in emerging talent through our DE&I program, recruitment strategies, talent management, and development programs for critical roles. Recent highlights of human capital initiatives that strengthen our commitment to people and talent development include adding human capital management to the chartered responsibilities of the Compensation Committee and developing and providing a number of human capital management metrics to the Compensation

Committee on a regular basis. Our online training platforms provide our employees with access to a multitude of training courses, videos, reference material, and other tools.

We also emphasize the health, safety, and wellness of our employees. We provide our employees and their families with flexible health and wellness programs, including competitive benefits. Our benefits include health, dental and vision insurance, health savings and flexible spending accounts, paid time off, family leave, and family care resources.

In response to the COVID-19 pandemic, we implemented significant changes to ensure the health and safety of our employees. These changes included an investment in the technology necessary to allow the majority of our support center employees to work from home and a reimbursement for certain expenses associated with moving to home-based work. Through the distribution and provision of necessary personal protective equipment, the continuing use of education and awareness, and changes to our operating processes, we are working to ensure our offices remain open and a safe place for our employees.

The Board takes its oversight of cyber security seriously and in 2011 delegated a separate Board-level committee to oversee the risks related to cyber security and the Company's digital strategy and initiatives. This focus has led to additional emphasis on digital security matters at the Company, including quarterly updates to the I&T Committee about security risks, threats, and efforts focused on mitigating those risks. These presentations are provided by our chief technology officer and our chief information security officer, and include updates on recent developments in cyber security, the Company's actual experience with cyber security issues, and the systems and processes in place to defend against cyber attacks.

We are committed to promoting environmental sustainability both internally, by minimizing our corporate environmental footprint, and externally for our employees by developing digital tools that modernize how people are connected with work and reducing the need for daily transportation to our branches or face-to-face interviews.

We strive to reduce our corporate environmental footprint by seeking opportunities for increased efficiency and resource conservation. Recent examples of our commitment to workplace sustainability and environmental stewardship include: replacing hot-water tanks in our branch offices with tankless, on-demand hot water systems, and using only low Volatile Organic Compound (“VOC”) paint throughout the Company. Throughout 2021 we will continue to refer to the Financial Stability Board's Task Force on Climate-Related Financial Disclosures framework to develop measurable environmental goals for the Company.

A more detailed disclosure of more of our ESG efforts as a Company can be found in our Corporate Citizenship Report on our website at trueblue.com/corporate-citizenship/. This report is updated from time to time and contains a description of our ESG efforts more broadly, as well as disclosure of some of the metrics we use to

measure and improve our performance in these important areas for the Company. The Corporate Citizenship report on our website does not form a part of this proxy statement.

The Corporate Governance Guidelines (the “Guidelines”) are

available at investor.trueblue.com/corporate-governance/

governance-documents-and-committee-composition/default.aspx. Shareholders may request a free printed copy by contacting TrueBlue, Inc., Investor Relations, 1015 A Street, Tacoma, Washington 98402. The Guidelines were adopted by the Board to best ensure that the Board is independent from management, that the Board adequately performs its function as the overseer of management, and that the interests of the Board and management align with the interests of the shareholders.

On an annual basis, each director and executive officer is obligated to complete a director or officer questionnaire which, among other things, requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.

We value our shareholder's feedback and are committed to engaging in constructive and meaningful dialogue with shareholders regarding our strategic focus, operating results, capital allocation priorities, governance practices, executive compensation program, and other areas of shareholder focus throughout the year. As part of our ongoing outreach, members of senior management and investor relations routinely engage with investors in many different ways, including:

These activities allow our senior management and investor relations teams to share and discuss our business strategy and achievements with investors, solicit investor feedback on our performance, and seek insight into our investor's priorities.

Any shareholder or interested party who wishes to communicate with our Board or any specific director, including non-employee directors, may write to Board of Directors, TrueBlue, Inc. c/o Corporate Secretary, 1015 A Street, Tacoma, Washington 98402. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must indicate whether or not the author is a shareholder and clearly state whether the intended recipients are all members of the Board or specific individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director(s). If the Company develops any other procedures, they will be posted on the Company's website at www.trueblue.com. Procedures addressing the reporting of other concerns by shareholders, employees, or other third parties are set forth in our Code of Conduct.

The Board annually assesses the performance and effectiveness of the Board, the Audit, Compensation, and I&T Committees, the Board Chair, these committee chairs, and each director through an annual self-evaluation, discusses the results of each annual self-evaluation and, as appropriate, implements enhancements and other modifications identified during the self-evaluation process.

The Board and the committees noted in the prior paragraph conduct annual self-evaluations by written questionnaire to provide feedback on performance and effectiveness of the Board and committees, as well as an individual self-assessment.

Directors provide ongoing, real-time feedback to management, committees and Board Chairs outside the formal annual self-assessment process.

Independent legal counsel aggregates and summarizes director questionnaire responses to promote candor and ensure feedback is not attributed to individual directors, reviews year-over-year results to identify trends, and provides guidance on material issues. The Governance Committee reviews the evaluation results for the Board and each committee and presents the results and findings to the full Board and each committee for further consideration and discussion.

The Governance Committee annually reviews the self-evaluation process to ensure that actionable and constructive feedback is solicited on the operations and performance of individual committees and the Board as a whole.

As an outcome of these discussions, the Board and its committees identify key substantive and procedural areas for increased Board effectiveness. Changes to the Board's policies and practices are also considered and implemented based on self-evaluation results and ongoing feedback. Some of the actions taken recently in response to suggestions for improvement include:

Our Code of Conduct and Business Ethics (“Code of Conduct”) is applicable to all directors, officers, and employees of the Company. Our Code of Conduct is available at www.trueblue.com/code-of-ethics. Shareholders may also request a free printed copy from TrueBlue, Inc., Investor Relations, 1015 A Street, Tacoma, Washington 98402.

The Company intends to disclose any amendments to the Code of Conduct (other than technical, administrative, or non-substantive amendments) and any waivers of a provision of the Code of Conduct for directors or executive officers on the Company's website at www.trueblue.com. Information on the Company's website, however, does not form a part of this proxy statement.

The Board has adopted a Director and Officer Related Person Policy, which sets forth the policies and procedures for the review and approval or ratification of “Related Person Transaction(s).” A Related Person Transaction is defined to include transactions, arrangements, or relationships in which the Company is a participant, the amount involved exceeds $120,000, and a Related Person has or will have a direct or indirect material interest. “Related Person” is defined to include directors, executive officers, director nominees, beneficial owners of more than 5% of the Common Stock, and members of their immediate families sharing the same household. A Related Person Transaction must be reported to the Company's chief legal officer and reviewed and approved by the Governance Committee. Under certain circumstances, a transaction may be approved by the Chair of the Governance Committee subject to ratification by the full Governance Committee at its next meeting. In determining whether to approve or ratify a Related Person Transaction, the Governance Committee, as appropriate, shall review and consider:

After reviewing all facts and circumstances, the Governance Committee may approve or ratify the Related Person Transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company.

There were no Related Person Transactions in 2020.

The Guidelines include the criteria our Board believes are important in the selection of director nominees. While the Board has not established any minimum qualifications for nominees, the Board does consider the composition of the Board as a whole, the requisite characteristics (including independence, diversity, and experience in industry, finance, administration, and operations) of each candidate, and the skills and expertise of its current members while taking into account the overall operating efficiency of the Board and its committees. With respect to diversity, we broadly construe diversity to mean not only diversity of race, gender, and ethnicity, but also diversity of opinions, perspectives, and professional and personal experiences. Nominees are not discriminated against on the basis of race, gender, religion, national origin, sexual orientation, disability, or any other basis proscribed by law. Service on other boards of directors and other commitments by directors will be considered by the Governance Committee and the Board when reviewing director candidates and in connection with the Board's annual self-assessment process for current members of the Board.

Each time a director's principal occupation or business association changes substantially, the director is required to tender a proposed resignation from the Board to the Chair of the Governance Committee (or, in the case of the Chair of the Governance Committee's occupation or association changing, to the Board Chair and the lead independent director, if one has been elected). The Governance Committee shall review the director's continuation on the Board and recommend to the Board whether, in light of all the circumstances, the Board should accept such proposed resignation or request that the director continue to serve.

The Governance Committee may employ a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the size of the Board, the need for particular expertise on the Board, the need for diversity on the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or arise, the Governance Committee considers potential candidates for director which may come to the Governance Committee's attention through current Board members, professional search firms, shareholders, or other persons. These candidates will be evaluated at regular or special meetings of the Governance Committee and may be considered at any time during the year.

Under the Guidelines, the Governance Committee is responsible for reviewing with the Board the requisite skills and characteristics of new Board nominees in the context of the current Board composition. This assessment will include experience in industry, finance, administration, operations, marketing, and technology, as well as diversity.

Although the Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director nominees, to help ensure that the Board remains aware of and responsive to the needs and interests of our shareholders, employees, clients, and other stakeholders, the Board believes it is important to identify qualified director candidates that would increase the diversity of experience, profession, expertise, skill, background, gender, racial, ethnic, cultural, and of other diversity characteristics (“Diversity Characteristics”) of the Board. Accordingly, the Governance Committee has made an effort when nominating new directors to ensure that the composition of the Board reflects broad Diversity Characteristics.

In recent years, the Governance Committee has directed its third-party search firm to present a slate of possible candidates which includes qualified potential nominees with broad Diversity Characteristics in considering nominees for the Board.

The Governance Committee considers the entirety of each candidate’s credentials, in addition to diversity, as they fit with the current composition and skills and experience of the Board. The Company considers the Board to be a valuable strategic asset of the Company. To maintain the integrity of this asset, the membership of the Board has been carefully crafted to ensure that its expertise covers broad Diversity Characteristics, and these Diversity Characteristics will continue to be considered when nominating individuals to serve on the Board.

The Governance Committee will consider candidates recommended by shareholders. The Governance Committee will make an initial analysis of the qualifications of any candidate recommended by shareholders or others pursuant to the criteria summarized in this section to determine whether the candidate is qualified for service on the Board before deciding to undertake a complete evaluation of the candidate. If a shareholder or professional search firm provides any materials in connection with the nomination of a director candidate, such materials will be forwarded to the Governance Committee as part of its review. If the Governance Committee determines that additional consideration is warranted, it may engage a third-party search firm to gather additional information about the prospective nominee's background and experience and report its findings to the Governance Committee. Other than the verification of compliance with procedures, shareholder status, and the initial analysis performed by the Governance Committee, the Governance Committee will treat a potential candidate nominated by a shareholder like any other potential candidate during the review process. In connection with this evaluation, the Governance Committee will determine whether to interview the prospective nominee. One or more members of the Governance Committee, and others as appropriate, will interview the prospective nominees in person or by telephone. After completing this evaluation and interview, the Governance Committee will make a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board will determine the nominees after considering the recommendation and report of the Governance Committee.

The Governance Committee will consider director candidates recommended by shareholders on the same basis as candidates recommended by the Governance Committee. In accordance with the Company's bylaws, shareholders wishing to nominate a candidate must deliver the name and address of the shareholder as they appear on the Company's books (or if the shareholder holds shares for the benefit of another person, the name and address of such beneficial owner) in a letter addressed to the Chair of the Governance Committee in care of the Company's Secretary and mailed to the Company's principal executive offices at 1015 A Street, Tacoma, WA 98402, not earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the 2021 Annual Meeting of the Shareholders (nominations for the 2022 Annual Meeting of Shareholders must be submitted between January 12, 2022, and February 11, 2022). In addition, the submitting shareholder must provide the following information about said shareholder:

For each person who the shareholder proposes to nominate for election or re-election to the Board, the shareholder must also provide:

Additional information may be requested to assist the Governance Committee in determining the eligibility of a proposed candidate to serve as a director. This may include requiring that a prospective nominee complete a director questionnaire and provide any follow-up information requested. In addition, the nominee must meet all other requirements contained in the Company's bylaws.

Section 16(a) of the Exchange Act requires the Company's officers, directors, and certain other persons to timely file certain reports regarding ownership of, and transactions in, the Company's securities with the SEC. Based solely on the Company's review of forms received by it, or representations from certain reporting persons, the Company believes that during 2020 all applicable Section 16(a) filing requirements were met and that all such filings were timely, except for those described in this paragraph. One transaction on July 1, 2020, was reported for Mr. Schweihs on a Form 4 on July 7, 2020, due to an administrative error. Two transactions were reported for Ms. Brown on a Form 4 filed on September 22, 2020, for transactions that occurred on November 13, 2018 and March 4, 2019.

In 2020, non-employee directors received (a) an annual cash board retainer, (b) an annual cash committee retainer, and, if applicable (c) an annual cash committee chair supplement. The schedule of payments are as set forth below:

Each non-employee director receives an annual grant of restricted shares that are typically granted on the second day after the release of our annual earnings. The shares fully vest on the first day of the Company's fourth quarter in the year in which they are granted. Non-employee directors appointed during the year are entitled to receive a pro rata grant, on their first day of service to the Board, as follows: 100% if appointed on or prior to the first quarterly meeting, 75% if appointed on or prior to the second quarterly meeting, 50% if

appointed on or prior to the third quarterly meeting, and 25% if appointed on or prior to the last quarterly meeting of the year.

In 2020, the Board Chair and lead independent director each received $145,000 as their target equity annual grant value. All other non-employee directors received $110,000 as their target equity annual grant value. The Audit Committee Chair received an additional $10,000 grant while all other committee chairs received an additional $7,500 grant. The Company determined the number of shares of each such annual grant of Common Stock based on the average closing price of Common Stock during the sixty (60) trading days prior to and including the second full trading day after the announcement of the Company’s fourth quarter and year-end financial results, which was approximately $23.06 per share. Mr. Kreidler's shares were calculated based on the average closing price of our stock during the sixty (60) trading days prior to and including his grant date, which was approximately $14.80 per share. The aggregate equity award values received by each non-employee director in 2020 are set forth in the table below.

Each non-employee director is able to participate in the Equity Retainer and Deferred Compensation Plan for Non-Employee Directors (“Director Equity Plan”). Under this plan, a director may elect to modify the manner in which he or she receives the annual retainer from the Company. Directors are given the option to make an irrevocable election to convert up to 100% of his or her cash retainer to an equity retainer, and then further elect to receive up to 50% of the equity retainer in the form of stock options, rather than Common Stock. In addition, a director may make an irrevocable election to defer all or part of his or her annual restricted share grant to a time after he or she leaves the Board.

Each director is expected to hold shares of Common Stock having a value of not less than four (4) times the director’s base annual cash retainer. Both directly held and deferred shares are included in this calculation, but options for purchasing Common Stock in the future are not included in the calculation. New directors are allowed four (4) years in which to reach the ownership guidelines. For the purpose of determining compliance, the Company determines the number of shares required on an annual basis with the value of the shares to be

determined on a trailing 12-month average daily stock price. As of the end of 2020 fiscal year, all directors either met these guidelines or were within the first four (4) years and on track to meet these guidelines.

Compensation for our executives is determined by the Compensation Committee. As discussed under the Corporate Governance section, each member of the Compensation Committee satisfies all of the independence requirements of the New York Stock Exchange (“NYSE”). Each member also meets applicable requirements under the regulations issued by the Securities and Exchange Commission (“SEC”) for “non-employee directors” and the Internal Revenue Service for “outside directors.”

The Compensation Committee’s purpose is setting the compensation of the Chief Executive Officer (“CEO”) and other executive officers of the Company, developing and reviewing corporate goals and objectives relevant to the compensation of the CEO and executive officers, evaluating the executives' performance in light of those goals and objectives, approving the executives' compensation levels accordingly, and overseeing the Company's human capital management (“HCM”) program.

The Compensation Committee has regularly scheduled meetings each quarter and has additional meetings as appropriate. During 2020, the Compensation Committee met seven (7) times. The agenda for each meeting is set by the Chair of the Compensation Committee. The Compensation Committee has full authority to directly retain the services of outside counsel and compensation consultants and has done so on a regular basis. Our CEO and other Named Executive Officers (“NEOs”) may also attend portions of the Compensation Committee meetings in order to provide information and help explain data relating to matters under consideration by the Compensation Committee but are not present during deliberations or determinations of their respective compensation or during executive sessions that occur in connection with each meeting. Outside counsel also regularly attends Compensation Committee meetings. In 2019, the Compensation Committee amended its charter to include the oversight and review responsibilities of the Company's Human Capital Management (“HCM”) efforts and began receiving regular updates and metrics on HCM issues from the Company's chief people officer.

The Compensation Committee is comprised entirely of independent directors. During 2020, none of the Company’s executive officers served as a member of a compensation committee or board of directors of any other entity that had an executive officer serving as a member of the Company’s Board.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board, and the Board agreed, that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 27, 2020.

William C. Goings, Chair

Colleen B. Brown

Bonnie W. Soodik

Our Board has adopted a policy providing for an annual “say-on-pay” advisory vote. In accordance with this policy and Section 14A of the Securities Exchange Act of 1934, as amended, we are asking shareholders to approve the following advisory (non-binding) resolution at the 2021 Annual Meeting of Shareholders:

RESOLVED, that the shareholders of TrueBlue, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company's named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in the proxy statement for the Company's Annual Meeting of Shareholders.

As an advisory vote, this proposal is not binding upon the Company or the Board. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the feedback received from shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the Company's named executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION.

The names, ages, and positions of the executive officers of the Company are listed below, along with their prior business experience. No family relationships exist among any of the directors or executive officers of the Company.

A. Patrick Beharelle, 51, has served as a Director and the Company’s Chief Executive Officer since September 2018, after serving as President and Chief Operating Officer of the Company since May 2015. Mr. Beharelle served as Executive Vice President and Chief Operating Officer of the workforce management group, which included PeopleScout, Staff Management | SMX, Centerline, PlaneTechs, and the Australian-based RPO provider, PeopleScout Pty, from June 2014 to May 2015. Prior to its acquisition by TrueBlue in June 2014, Mr. Beharelle served as the Chief Executive Officer of Staffing Solutions Holdings, Inc. (“Seaton”). Mr. Beharelle has participated in advisory meetings at the White House focused on reducing long-term unemployment. Prior to joining Seaton, Mr. Beharelle held senior level positions at Spherion and Accenture. Mr. Beharelle has served as a Director for the Chicagoland Chamber of Commerce. He currently serves as a Director for the non-profit Skills For Chicagoland’s Future.

Derrek L. Gafford, 50, has served as the Company’s Executive Vice President and Chief Financial Officer since 2006, after serving as Vice President and Chief Financial Officer since 2005. Mr. Gafford is a Certified Public Accountant (inactive) and joined the Company in 2002. Mr. Gafford is a Director of Heritage Distilling Co. Prior to joining the Company, Mr. Gafford served as Chief Financial Officer for Metropolitan Market, a grocery retailer, and held various management positions with Deloitte & Touche LLP and Albertsons, Inc.

Taryn R. Owen, 42, has served as Executive Vice President of the Company and President of PeopleReady since December 2019, after serving as Executive Vice President of the Company and President of PeopleScout, TrueBlue's recruitment process outsourcing (“RPO”) group, since November 2014. Prior to these roles, she served as Senior Vice President since June 2014 and as President of PeopleScout since August 2013. Prior to that, she was Senior Vice President of Global Operations for PeopleScout since December 2011, after joining PeopleScout in 2010 as Vice President of Client Delivery. Prior to joining PeopleScout, Ms. Owen was an Operations Director at Randstad SourceRight Solutions where she led global RPO engagements. Ms. Owen has more than 20 years of talent acquisition experience. Ms. Owen formerly served as a member of the Board of Advisors of HRO Today and as a member of the Human Capital Industry Advisory Board for Wharton’s Center for Human Resources. She is also a volunteer and avid supporter of the Special Olympics.

Carl R. Schweihs, 36, has served as Executive Vice President of the Company and President of PeopleManagement, TrueBlue’s staffing business that is made up of Staff Management | SMX, SIMOS Insourcing Solutions, and Centerline Drivers, since June 2019, after serving as Senior Vice President of the Company for Strategic Accounts since June 2017. Prior to that, he served as Vice President of Finance for the Company since November 2015, after serving as Controller since June 2014. Mr. Schweihs joined the Company following its acquisition of Seaton in 2014. Prior to joining the Company, he served in a variety of financial leadership roles at Seaton and Grant Thornton.

Garrett R. Ferencz, 44, has served as Executive Vice President and Chief Legal Officer of the Company since July 2020, after serving as Senior Vice President, General Counsel and Chief Ethics and Compliance Officer since December 2019. Prior to these roles, he served as Vice President, Deputy General Counsel and Chief Compliance Officer since April 2018, and served as Vice President, Deputy General Counsel, Litigation since July 2014. Mr. Ferencz joined the Company in January 2007 as Senior Director of Litigation, Assistant General Counsel. Prior to joining the Company, Mr. Ferencz practiced litigation at The Blankenship Law Firm, P.S. and Perkins Coie.

This Compensation Discussion and Analysis section provides a detailed description of our compensation philosophy, programs, practices, and policies used in making compensation decisions with respect to our 2020 Named Executive Officers (“NEOs”). As of December 27, 2020, our NEOs were:

Our 2020 executive compensation program reflected a year of managing through unprecedented public health and economic challenges. The social and governmental actions addressing the COVID-19 pandemic caused a significant drop in demand for the Company's services. This decline in revenue required our leadership team to quickly pivot and adjust business plans to focus on the health and safety of our employees while continuing to serve our clients. Additionally, management made significant cost reductions based on pre-existing contingency plans in order to right-size the business to match lower client demand for services and preserve capital. In spite of these difficult and challenging conditions during 2020, the Company generated over $1.8 billion of revenue while returning $52 million of capital to shareholders in stock repurchases. The Company also continued to make progress on its digital strategies by investing heavily in client and candidate-facing technologies like JobStack™ and Affinix™.

With the decline in Company performance during the early stages of the COVID-19 pandemic, the NEOs, and certain employees across the Company, reduced their base salaries. These salary reductions were in place for 22 weeks and were lifted in late 2020. In early 2021, after the determination of better than expected financial results for 2020, a bonus was paid to the NEOs (and all employees who had been subject to the salary reductions and continued to be employed by the Company on the bonus payment date) in the amount of the salary reductions during the 22-week period. These bonuses effectively returned salaries to the levels initially intended for all of 2020.

Although management took the appropriate actions to restore financial stability during 2020 and position the Company for long-term growth as the economy recovers, the pandemic negatively impacted the key metrics under our Short-Term Incentive ("STI") plan, resulting in no payouts for the Company's financial performance components of the plan.

The pandemic also negatively affected Company performance with respect to the Long-Term Incentive ("LTI") plan's metric for performance share units ("PSUs"). Since 2017, the Compensation Committee has used the three-year average Return on Equity ("ROE") as the performance metric for PSU awards. Over the 2018-2020 performance period, average ROE was above the threshold level, but below the target level, set by the Compensation Committee for an award, and would have paid 72.5% of the target award. As described in more detail below, due to the unprecedented and unforeseeable impact of COVID-19 on the business, the Compensation Committee felt it was appropriate to positively adjust the payout of the 2018 PSU awards. After careful consideration, the Committee decided to calculate the payout using the actual ROE achieved for the first two years of the performance period, which was over target at 14.5%, and assumed threshold ROE performance level for 2020, the third year of the performance period. Using positive discretion to make this change, the 2018 PSU award was paid out at 91%, rather than 72.5%, of target to four of our NEOs, Messrs. Beharelle, Gafford, and Defebaugh and Ms. Owen, who were NEOs when these shares were granted in 2018. The Compensation Committee carefully considered this exercise of discretion and made the adjustment to provide a meaningful, yet modest, increase that better reflected the Company's performance and appropriately rewarded these NEOs for their performance during the entire performance period, including the challenging year of the pandemic.

The Compensation Committee designs 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. Key pay-for-performance features of our 2020 compensation program included:

The Company has made Environmental, Social, and Governance (“ESG”) best practices a part of its corporate practices and initiatives, with a specific focus on Human Capital Management (“HCM”). The Company also incorporates ESG and HCM goals in its executive compensation program. During 2020, the CEO's STI plan included individual objectives tied to achieving ESG and HCM goals, including leadership development and succession planning for management positions, diversity, equity, and inclusion, employee and associate safety, and a continuing focus on building the culture of the Company and increasing the engagement levels of the employees. Other 2020 NEO goals that were related to ESG included building a culture in individual business units, leadership development and succession planning, and strengthening our training and certification program for our Code of Conduct and Business Ethics and anti-bribery and corruption programs across the Company.

The 2020 NEO total direct compensation program incorporated the elements described in the previous table in a manner that emphasized pay for performance in both short- and long-term incentive elements. As seen in the charts below, a significant portion of each NEO’s compensation is at risk and dependent on the achievement of challenging annual and long-term performance targets. These charts reflect the percentages of our 2020 CEO and

other NEO compensation that represent base salary (“Base Salary”), STI target (“STI Target”), PSU target (“PSU Target”), and restricted share awards (“RSAs”). These charts show Mr. Beharelle's compensation plan as CEO and the average of the other NEOs' compensation plans, excluding Mr. Ferencz and Mr. Defebaugh, who were each in the position of EVP, Chief Legal Officer (“CLO”) for one-half of the year.

 

 

The Company provides shareholders an annual “say-on-pay” advisory vote on its executive compensation program. At our 2020 Annual Meeting of Shareholders, shareholders expressed substantial support for the compensation of our NEOs, with 97% 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 shareholder engagement activities. The Compensation Committee considered this shareholder feedback and the results of the 2020 advisory vote in evaluating the Company's executive compensation programs and, given the strong level of support expressed by our shareholders, took no specific actions based on that vote. Our next “say-on-pay” advisory vote, following the vote at this annual meeting, is expected to be at our annual meeting in 2022.

As part of its oversight of our compensation program, the Compensation Committee regularly reviews our various compensation plans. 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 2020 STI plan focused on multiple goals such as Compensation Adjusted EBITDA growth, revenue growth measured against our Peer Group, resource management, leadership development, human capital management, strategic reaction to the COVID-19 pandemic, and Company profitability, and provided relatively moderate awards for achieving these goals. Another component of the Company's balanced compensation approach is the LTI plan, which provides a significant portion of the NEOs' compensation, and includes time-based restricted share awards and PSU awards. The vesting and performance requirements of these awards provide meaningful alignment with shareholder interests.

The Compensation Committee designs our executive compensation program with the goal of achieving the following objectives:

The Compensation Committee oversees, regularly reviews, and approves compensation programs for our CEO and other NEOs. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the compensation plans applicable to the NEOs and, together with the Governance Committee, evaluates the performance of the CEO in light of the corporate goals and objectives established for the CEO.

In determining executive compensation plans and setting incentive targets, the Compensation Committee considers its compensation objectives, compensation practices of our peers in the market place, the roles and responsibilities of each NEO, and internal pay equity. The Compensation Committee seeks to align compensation with our current and long-term business strategy and goals. There is no formal weighting of any of these factors; the Compensation Committee uses its informed judgment in determining pay targets and amounts. The Compensation Committee reviews and discusses annual pay elements each year. The Compensation Committee uses the target amounts of these key elements to determine the annual at-goal total direct compensation of our NEOs, which is a useful measure of pay because it reflects the intended aggregate value of those key elements of pay at the time the pay decision is made. It evaluates other programs as needed based on changes in compensation objectives, alignment with overall Company direction and business strategy, competitive trends, accounting rules, and changes in tax and other laws and regulations.

The Compensation Committee engages an independent compensation consultant. In 2020 this consultant was Mercer (US), Inc. (“Mercer”). The Compensation Committee evaluates the independence of Mercer to ensure that no conflicts of interest of any kind exist between Mercer and the Company, including personal or business relationships between Mercer and the Company, Company directors, Company executive officers, Company stock ownership by Mercer, or engagement of Mercer by the Company for other material services. However, the Company's senior vice president of human resources may engage Mercer, on occasion, to provide compensation market expertise for non-NEO positions. Mercer attends key meetings of the Compensation Committee and is available to the Compensation Committee as necessary.

Information provided by Mercer is considered by the Compensation Committee but does not directly determine any of the Company's actual compensation arrangements. The Compensation Committee applies its informed judgment when establishing the compensation elements, targets, and final awards.

Our executive compensation program is customarily reviewed every two (2) years so that the Compensation Committee can remain informed of changes in the compensation programs maintained by similarly situated peer companies. For executive compensation during 2020 and 2021, this review occurred in late 2019. The next review of the executive compensation program will begin in the Summer of 2021. For this review, the Compensation Committee retained its own external independent compensation consultant, Mercer, to provide an in-depth external review of our executive compensation programs as compared to a peer group. The Compensation Committee selects this peer group from similarly sized companies engaged in staffing, outsourced human resources services, or that operated in industries with multi-unit branches on a national basis.

The Committee received a report from Mercer (“2019 Mercer Report”) of external peer group pay practices relating to base salaries, actual and target STI, LTI, and total direct compensation. The 2019 Mercer Report was based on information compiled from both peer group proxy data and published salary surveys compiled by Mercer. The data from this peer group was combined with national published surveys compiled by Mercer (US Global Premium Executive Remuneration Suite and US Compensation Planning Survey) and Towers Watson (Survey Report on Top Management Compensation).

The 2019 Mercer Report found the following with respect to the Company's executive compensation:

The Company strives for total direct compensation to approximate the median of the peer group, and recognized that compensation, on average or by particular element, was generally below this level for the NEOs. In response, for the 2020 compensation program, the Compensation Committee increased compensation targets to approximate a target pay position more closely in line with the median of our peer group and the relative value of each role within the organization.

The Compensation Committee set targets for Company and business unit performance under the 2020 STI Plan based on the year-over-year growth in Adjusted EBITDA, a non-generally accepted accounting principal ("non-GAAP") measure defined below. For purposes of the 2020 STI Plan, consistent with the adjusted EBITDA measure used in our investor presentations, the Compensation Committee excluded from EBITDA costs related to Work Opportunity Tax Credit, third-party processing fees, workforce reduction costs, acquisition/integration costs, goodwill, and intangible asset impairment charges, gain on deferred compensation assets, COVID-19 government subsidies and other adjustments (“Adjusted EBITDA”). The Compensation Committee calculated Adjusted EBITDA for compensation purposes by excluding the impact of acquisitions and divestitures to reward executives for organic growth of the Company (“Compensation Adjusted EBITDA”). The Compensation Committee decided that excluding such non-recurring items in assessing management performance more closely aligned management incentives with shareholder interests. Adjusted EBITDA is a key metric reviewed by, and considered important to, our investors in measuring our performance. In addition, Adjusted EBITDA incentivizes management to appropriately control costs while increasing revenue.

In 2020, the Compensation Committee used the three-year average Return on Equity (“ROE”) as the metric for our PSU awards. The Compensation Committee selected ROE after considering a number of other potential targets and metrics, including stock price, total shareholder return, earnings per share, and other relative and absolute metrics. The Compensation Committee also considered some of the limitations of return metrics, such as the impact from alternative uses of capital. The Compensation Committee believed ROE was an appropriate performance metric for aligning the NEOs' interests with the Company’s long-term goals and shareholder interests. The Compensation Committee determined that return metrics have a high correlation with value creation for shareholders. Among other benefits, maintaining long-term ROE encourages our NEOs to make business decisions with a view to returning value to shareholders over the long term.

The LTI plan was designed to align the interests of the NEOs with those of the shareholders. The combination of vesting requirements and stock ownership guidelines is intended to promote retention and a long-term commitment to the Company. The Compensation Committee has determined that PSUs provide the most direct link between executive compensation and specific long-term performance goals that are aligned with the Company's business objectives and shareholder interests.

Our pay for performance philosophy and the meaningful goals we apply to our executive compensation program are evidenced by our payouts over the past six (6) years for our PSU awards as shown below. Participants in this plan have not received a PSU payout for two (2) of the last six (6) years. As disclosed in prior proxy statements, PSU awards spanning 2015-2017 and 2016-2018 were not earned since the Company did not meet the minimum performance conditions under the plan approved by the Compensation Committee.

 

We provide base salary as a means of providing NEOs a stable amount of cash compensation. In alignment with our pay for performance philosophy, salary represents only a portion (20% for our CEO) of each NEO's compensation. In late 2019, changes to these salaries were approved by the Compensation Committee to take effect in 2020. The following table shows these changes relative to salaries in 2019. These changes were made to better align our NEOs' salaries with the results of the salary survey of our peer companies conducted by our independent compensation consultant, Mercer. In the case of Ms. Owen, this increase also reflected a significant change in her role in moving from President of our PeopleScout operating segment to President of our PeopleReady operating segment.

Due to the unprecedented negative impact of the COVID-19 pandemic on the economy and the Company's operations, the NEOs voluntarily reduced their base salaries by 10% as part of a Company-wide salary reduction program for many of our employees. Salaries at the Company were subject to a reduction of 3% to 10% depending on the level of an employee's salary. No salary reductions were placed on employees with salaries below a set threshold. These salary reductions were in place for 22 weeks and were lifted in late 2020. In early 2021, after the determination of better than expected full year financial results, and in recognition of the extraordinary efforts of employees to achieve these results for 2020, a bonus was paid to the NEOs employed on the STI payment date (and all employees who had been subject to the salary reductions who continued to be employed by the Company on the bonus payment date) in the amount of the salary reductions during the 22-week period. These bonuses effectively returned salaries to the levels initially intended for all of 2020. For specific amounts paid, please see the Summary Compensation table in the Executive Compensation Tables section below.

The 2020 STI Plan for Messrs. Beharelle, Gafford, Defebaugh, and Ferencz measured and rewarded performance against three components: (1) individual performance; (2) the Company's EBITDA performance; and (3) the Company's relative revenue growth as compared to the Peer Group, defined in the Executive Summary section above. Ms. Owen's and Mr. Schweihs' 2020 STI Plan measured and rewarded performance against three components: (1) individual performance; (2) performance of the business unit directly under their respective control; and (3) the Company's relative revenue growth as compared to the Peer Group. The table on the next page shows the performance components (Individual, Company/Business Unit, and Relative Revenue Growth) and threshold, target, and maximum payout levels for the 2020 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.

In late 2019, the Compensation Committee approved a new multiplier applicable to the individual performance component of the 2020 STI Plan which allowed individual NEOs to earn up to 120% of their target award. The Compensation Committee considered this modification appropriate in order to have the ability to acknowledge and reward possible extraordinary achievement in some portions of the individual performance goals. The Committee also approved threshold, target, and maximum potential payouts according to potential Compensation Adjusted EBITDA and relative revenue growth results for the Company. Award levels are interpolated between levels beginning at the threshold level where 25% of the target is awarded, up to the maximum level where 200% of the target is awarded. The STI is completely at-risk, and no cash award will be made unless the individual, Company/business unit, or relative revenue growth thresholds are met.

Mr. Ferencz's promotion to Executive Vice President (“EVP”), CLO was effective July 1, 2020. As such, the Compensation Committee determined Mr. Ferencz's STI award for 2020 would be prorated between his prior role as Senior Vice President (“SVP”), General Counsel and Chief Ethics and Compliance Officer (for one-half of the year) and EVP, CLO (for one-half of the year).

Mr. Beharelle's individual performance incentive for 2020 was based on specific performance goals involving his areas of responsibility including leadership development, human capital management, reducing the impact of economic cycles, driving shareholder value, leading industry disruption, and risk management leadership. At the end of the year, each director, except Mr. Beharelle, independently evaluated each area of Mr. Beharelle's performance. The evaluations were aggregated and discussed at the December 2020 meeting of the Governance Committee. All members of the Compensation Committee were present and participated in this evaluation discussion. The Governance Committee made its performance evaluation recommendations. The Compensation Committee considered this recommendation and determined the amount of

compensation that was appropriate to reward for this performance, concluding that Mr. Beharelle performed at a level that entitled him to receive 110% of his target individual non-equity incentive, or $459,250.

The individual performance goals for other NEOs focused on categories such as: growth, human capital management, profit and loss responsibilities, strategic planning, change leadership, and our ethics program. Based on Mr. Beharelle's recommendations, as reviewed and approved by the Compensation Committee, Mr. Gafford and Ms. Owen each received 110%, Mr. Schweihs received 115%, and Mr. Ferencz received 105% of his or her respective individual performance non-equity incentive opportunity.

The Company's Adjusted EBITDA growth target for non-equity incentive purposes in 2020 was 7.5% over 2019, with the threshold set at 0% and maximum set at 15%. In setting the 2020 STI Plan in late 2019, the Compensation Committee also determined that the Adjusted EBITDA would be further adjusted for items impacting Company performance, such as excluding the impact of acquisition and divestiture activities. As a result of these EBITDA adjustments for compensation purposes and the significant impact of the economic impact of COVID-19, Compensation Adjusted EBITDA was $38.7 million, which represented a 65% decrease from the prior year, and as a result, the NEOs earned none of their target award for the Company performance incentive opportunity .

The 2020 STI opportunity for Ms. Owen included a component focused on the performance for PeopleReady, the specific business unit under her management. Ms. Owen's performance for this component was measured on PeopleReady’s Adjusted EBITDA growth. The 2020 Adjusted EBITDA growth target for Ms. Owen's business unit was 7.5% over 2019, with the threshold at 0% and maximum at 15%. Actual growth of PeopleReady’s Adjusted EBITDA was a decrease of 47%, resulting in no STI payout to Ms. Owen for business unit performance.

The 2020 STI opportunity for Mr. Schweihs included a component focused on the performance for PeopleManagement, the specific business unit under his management. Mr. Schweihs' performance for this component was measured on PeopleManagement's Adjusted EBITDA growth. The 2020 Adjusted EBITDA growth target for Mr. Schweihs' business unit was 15% over 2019, with the threshold at 7.5% and maximum at 30%. Actual growth of PeopleManagement's Adjusted EBITDA was a decrease of 7%, resulting in no STI payout to Mr. Schweihs for business unit performance.

As in previous years, the 2020 annual equity awards for NEOs were comprised of a combination of restricted share awards and PSU awards. The Compensation Committee chose these two forms of equity after considering a number of other forms of long-term equity. The value of the long-term equity awards are allocated equally between PSU grants and restricted share grants to provide an appropriate balance between long-term performance incentives and retention goals. NEOs, along with many of our senior leaders, receive equity grants upon their promotion to positions with additional responsibilities. The value of long-term equity awards for promotional grants is generally in restricted shares.

The following table shows the total target awards granted in 2020 as a percentage of base salary and the mix between restricted shares and PSUs for each of the NEOs’ annual equity award.

The number of restricted shares granted was calculated by dividing the target dollar value of the award by the average closing price of the Company's stock during the sixty (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 2020 grant, was February 7, 2020.

In 2020, the Compensation Committee selected ROE as the most appropriate performance metric for aligning executives with the Company’s long-term goals and shareholder interests. The Committee determined that return metrics have a high correlation with value creation for shareholders. Among other benefits, maintaining long-term ROE encourages our NEOs to make business decisions with a view to returning value to shareholders over the long term.

The performance shares awarded in 2020 vest depending on the Company’s three-year cumulative average ROE. ROE is defined as adjusted net income, as described above, divided by average equity, which is measured quarterly during the period. The Compensation Committee established the target ROE at the beginning of the performance period and will compare that growth target to the three-year cumulative ROE upon completion of the performance period to determine achievement. 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 Compensation Committee calculated the target number of PSUs awarded by dividing the target dollar value of the award by 80% of the

average closing price of the Company's stock during the sixty (60) trading days preceding and including the grant date. Mercer recommended this 20% discount to take into account the contingent nature of the units and the risk of forfeiture.

The Compensation Committee, along with the other independent directors, established and approved threshold, target, and maximum vesting rates according to potential ROE 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 at the end of the three-year award period will be determined by the average ROE during the performance period as shown in the table below.

Consistent with our practices regarding significant transfers of position or increases in authority, Ms. Owen received an equity grant with a value of $713,000 on January 2, 2020, when she assumed the role of President of our PeopleReady operating segment. Because the PeopleReady segment is significantly larger and more profitable than Ms. Owen's prior leadership position at PeopleScout, the Compensation Committee considered this position change a significant promotion. This promotional award will fully vest in two years from the grant date.

Consistent with our policy regarding equity grants upon promotion, on January 2, 2020, Mr. Ferencz received a grant of restricted shares valued at $126,000 as an award for his promotion to SVP, General Counsel and Chief Ethics and Compliance Officer. The number of shares for this award was calculated by dividing the award's target dollar value by the average closing price of the Company's stock during the sixty (60) trading days preceding and including the grant date. This promotional award will vest ratably over four (4) years.

On August 3, 2020, Mr. Ferencz received another grant of restricted shares valued at $160,000 which was consistent with our policy regarding equity grants upon promotion, as an award for his promotion to EVP, CLO. The Compensation Committee calculated the number of shares granted for this award by dividing the award’s target dollar value by the average closing price of the Company's stock during the sixty (60) trading days preceding and including the grant date. This promotional award will vest ratably over four (4) years.

Messrs. Beharelle, Gafford, and Defebaugh and Ms. Owen each received, as a component of their total long-term equity awards in 2018, PSUs, a portion of which vested based on the Company's ROE over the three-year performance period. During the first two years of

the performance period, 2018 and 2019, the Company achieved an ROE of 14.5%. This level of performance continued during early 2020. Had similar performance continued during all of 2020, the payout for this 2018 award would have been over the target payout. During 2020, however, the COVID-19 impact on the general economy and our business operations caused ROE to drop significantly. This COVID-19-related financial decline caused the Company's average ROE over the full three-year performance period to be 11.8%, which was above threshold performance and would have resulted in a payout of 72.5% of the target award.

Given the unanticipated and extraordinary events of 2020 however, and the key role that NEOs played in managing the Company through the economic conditions, including the planning and implementation of significant cost savings and re-orienting the business to respond to the new economic conditions, the Compensation Committee exercised its positive discretion and adjusted the payout for these awards. Following a series of discussions and information exchanges, and considering a number of alternative adjustments, in January 2021, the Compensation Committee modified the 2018 PSU award to be paid out as if the Company had achieved threshold ROE performance during 2020. This carefully considered exercise of positive discretion resulted in an award of 91% of the target for the 2018-2020 performance period. The Compensation Committee considered this to be a meaningful, yet modest, increase that better reflected the Company's performance and appropriately rewarded these NEOs for their performance during the entire performance period, including the challenging year of the pandemic. This adjustment was only made for the four NEOs who were granted performance shares in 2018. Retention considerations were also part of the Compensation Committee's deliberations, as the Compensation Committee was also aware that the majority of the intended STI awards provided no payout in 2020, and that for two (2) of the past three (3) years the Company's LTI program had not provided any value to these NEOs. Finally, the Compensation Committee noted that the adjustment applied only to the determination of the 2018-2020 PSU performance period, and no determination had been made regarding any other in-flight performance awards.

As a result of the Compensation Committee's adjustment, Messrs. Beharelle, Gafford, Defebaugh, and Ms. Owen received additional shares from their 2018 PSU awards. The FASB ASC Topic 718 incremental value of these additional shares was approximately $85,896, $58,271, $32,726 and $32,726 for Messrs. Beharelle, Gafford, and Defebaugh and Ms. Owen, respectively, calculated using

the closing price of the Company's stock on the vesting date of February 5, 2021, which was $19.62.

The chart below provides a summary of the 2018 PSU awards and the modifications to the vesting of these awards made by the Compensation Committee on January 14, 2021.