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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under Section 240.14a-12
TrueBlue, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials:
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of 2023 Annual
Meeting of Shareholders
and Proxy Statement
Thursday, May 11, 2023 at 8:00 a.m., Pacific Daylight Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/TBI2023

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Letter to Shareholders
Tacoma, Washington
March 30, 2023
Dear Shareholders:
On behalf of the board of directors and management of TrueBlue, Inc. (“TrueBlue,” “Company,” “we,” “us,” or “our”), it is a pleasure to invite you to TrueBlue’s 2023 Annual Meeting of Shareholders (“Meeting”). This year's Meeting will be held in a virtual format through a live webcast at www.virtualshareholdermeeting.com/TBI2023 on Thursday, May 11, 2023, at 8:00 a.m., Pacific Daylight Time (“PDT”). A recording of the Meeting will be available on the TrueBlue Investor Relations website after the Meeting. For further information on how to participate in the Meeting, please see the Information About the Meeting section in the proxy statement.
You may submit questions in writing during the Meeting. To submit a question during the Meeting, you must first join the Meeting with your 16-digit control number (“Control Number”). Your Control Number can be found next to the label for postal mail recipients or within the body of the email sending you the proxy statement. We intend to answer questions pertinent to Company matters as time allows at the question and answer session following the formal portion of the Meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. The Meeting webcast will begin promptly at 8:00 a.m. PDT. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 7:30 a.m. PDT, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Meeting, a technical assistance phone number will be made available on the Meeting's registration page 15 minutes prior to the start time of the Meeting.
As in prior years, TrueBlue has elected to deliver our proxy materials to the majority of our shareholders over the internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving resources and lowering the cost of delivery. On or about March 30, 2023, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Proxy Notice”) containing instructions on how to access our 2023 proxy statement and 2022 Annual Report to shareholders for the fiscal year ended December 25, 2022 (the “2022 Annual Report”). The Proxy Notice also provides instructions on how to vote online, by telephone, or by requesting and returning a proxy card, and includes instructions on how to receive a paper copy of the proxy materials by mail.
The matters to be acted upon are described in the Notice of Annual Meeting of Shareholders and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend, it is important that your shares be represented. Please vote online, by telephone, or by mail as soon as possible to ensure that your vote is counted. If you are a shareholder of record and attend the Meeting, you will have the right to vote your shares during the Meeting.
Very truly yours,
/s/ Jeffrey B. Sakaguchi
Jeffrey B. Sakaguchi
Board Chair
TrueBlue, Inc. 2023 Proxy Statement  P. 1

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
TRUEBLUE, INC.
1015 A Street
Tacoma, Washington 98402
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
 
Date and Time:
May 11, 2023 at 8:00 a.m., Pacific Daylight Time
Location:
www.virtualshareholdermeeting.com/TBI2023
Record Date:
March 13, 2023
Voting:
Shareholders as of March 13, 2023 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.
Voting Matters
Proposals*
Board Vote
Recommendation
Page
Reference for
More Information
1
Elect the directors named in the proxy statement
  • 7 of 8 nominees are independent
   • Diverse slate in terms of attributes, experience, and skills, including all 4 committees led by directors from underrepresented groups (by gender or race/ethnicity)
  • Robust Board oversight of Company strategy and risks
  • Proactive and evolving corporate governance practices
FOR
2
Advisory vote on the frequency of future advisory votes on executive compensation
   • Annual votes provide for the highest levels of accountability to the Company's shareholders
   • Allows shareholders to have regular input on the Company's executive compensation practices
FOR
1 YEAR
3
Advisory vote on our executive compensation
   • Program offers competitive total compensation opportunities to executives while aligned with shareholder interests
   • Executives are incentivized to focus on both short- and long-term Company performance
FOR
4
Approval of the Amendment and Restatement of the Company's 2016 Omnibus Incentive Plan
   • Allows the Company to maintain a compensation policy that includes a balanced mix of cash and equity
  • Helps the Company compete more effectively for key employee talent
  • Aligns the long-term interests of employees and shareholders
FOR
5
Approval of the Amendment and Restatement of the Company's 2010 Employee Stock Purchase Plan
  • Aids the Company in attracting and retaining employees
   • Aligns the interests of participating employees with those of shareholders by promoting share ownership
FOR
6
Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023
   • Independent firm with reasonable fees and strong geographic and subject matter expertise
  • Performance annually assessed by the Audit Committee
  • Served as independent registered public accounting firm since 2009
FOR
*Brokers cannot vote for Proposals 1, 2, 3, 4, or 5 without shareholders' instructions on how to vote.
TrueBlue, Inc. 2023 Proxy Statement  P. 2

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
Vote Right Away
Even if you plan to attend our 2023 Annual Meeting of Shareholders online, 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.
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Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be virtually held on May 11, 2023: Our proxy statement is attached. Financial and other information concerning TrueBlue is contained in our 2022 Annual Report. The proxy statement and our 2022 Annual Report are available on our website at investor.trueblue.com. Additionally, you may access our proxy materials and vote your shares at www.proxyvote.com.
By Order of the Board of Directors,
/s/ Todd N. Gilman
Todd N. Gilman
Corporate Secretary
Tacoma, Washington
March 30, 2023
TrueBlue, Inc. 2023 Proxy Statement  P. 3

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2022 Proxy Statement
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TrueBlue, Inc. 2023 Proxy Statement  P. 4

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About TrueBlue
Our Mission: Connecting People and Work
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TrueBlue’s Values
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We believe there is a solution to every problem. By being innovative and working together, we can find new ways to get results.
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We believe in what we do, are committed to doing good, and will go above and beyond the call of duty for our clients and our workers.
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We empower our people to take personal responsibility and make an impact.
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We listen and learn from each other, embrace diverse views and experiences, and know that finding successful solutions comes from working together.
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We are true to who we are and what our clients need.
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TrueBlue, Inc. 2023 Proxy Statement  P. 5

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About TrueBlue
TrueBlue 2022 Business Highlights
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Revenue
$2.3 billion, a 4% increase over 2021
Net Income
$62.3 million, versus $61.6 million in 2021
Adjusted EBITDA(1)
$117.0 million, versus $103.8 million in 2021
Return of Capital
$60.9 million of common stock, 2,234,006 shares repurchased in 2022
9.6 million shares repurchased in the past five years, a 23% reduction in shares outstanding
Progress on Digital Strategy
3.4 million shifts filled in 2022 through our JobStack™ mobile application
Over 30,000 clients served using JobStack™ by the end of 2022
PeopleScout's Affinix™ is helping clients improve time to fill, candidate flow, and candidate satisfaction
(1)
Please see the Appendix A to this proxy statement for a detailed definition and reconciliation of the non-generally accepted accounting principles (“non-GAAP”) financial measure to the most directly comparable GAAP financial measure.
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TrueBlue, Inc. 2023 Proxy Statement  P. 6

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Proxy 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 since 2008, utilizing Lead Independent Director position when needed
Independence
7 of 8 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 self-evaluations of these committees
Alignment with Shareholder Interests
All directors have stock ownership guidelines
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
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 in place that prohibits hedging against the Company's stock by directors and all employees, including executive officers. Pledging of shares is discouraged.
  
Key Board and Committee Responsibility and Risk Oversight*
Owner
Responsibilities and Risk
Full Board
Overall strategy
Enterprise risk management
Audit Committee
Financial statements, systems, reporting and compliance
Ethics and Compliance program
Innovation & Technology Committee
Technology strategy
Cybersecurity
Compensation Committee
Executive Compensation strategy and plans
Human capital management
Governance Committee
Corporate governance matters
Board membership criteria and candidate review
ESG
*
Please refer to the Risk Assessment section below for further details
TrueBlue, Inc. 2023 Proxy Statement  P. 7

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Proxy Summary
Board of Directors Summary
Diversity of Attributes
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Diversity of Experience and Skills
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TrueBlue, Inc. 2023 Proxy Statement  P. 8

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Proxy Summary
COMPENSATION SUMMARY
Compensation Governance Highlights
Shareholder Approval
97% of voting shareholders approved our executive compensation program in 2022
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
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 a clawback policy
✔ Require minimum vesting period for equity grants
✔ Include ESG goals in executive compensation
✔ Maintain a Compensation Committee comprised solely of
independent directors
WHAT WE DO NOT DO
X No excessive or guaranteed pay targets. All potential payouts
are capped and tied to measurable targets
X No re-pricing of options or equity grants
X No pension benefits
X No gross-up of excise taxes upon change-in-control
X No hedging or short sales of Company stock, with pledging
discouraged
X No reward for excessive risk-taking
X No excessive executive perquisites
X No cash buyouts of underwater options
X No special health or welfare benefits for executives
TrueBlue, Inc. 2023 Proxy Statement  P. 9

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Proxy Summary
Environmental, Social, and Governance
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 2022:
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TrueBlue, Inc. 2023 Proxy Statement  P. 10

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Leadership Structure
The board of directors (the “Board”) of TrueBlue, Inc. (“TrueBlue,” “Company,” “we,” “us,” or “our”) has divided the Company's leadership among three directors:
Steven C. Cooper serves as Chief Executive Officer (the “CEO”);
Jeffrey B. Sakaguchi serves as Chair of the Board (the “Board Chair”); and
Colleen Brown serves as Chair of the Corporate Governance and Nominating Committee (the “Governance Committee”).
The Board has appointed different individuals to fulfill the roles of the Board Chair and the CEO for over 20 years. The Board believes that it is in the best interest of the shareholders and an efficient allocation of the time and responsibilities for Company leadership to separate these roles. The key duties and responsibilities of the Board Chair and the Chair of the Governance Committee are set forth in the tables below. When the Board Chair is not an independent director, we have appointed a lead independent director to ensure independent leadership of the Board when such independence was necessary or advisable for the Board.
Key Duties and Responsibilities
Board Chair
Plans the Board meeting calendar.
Proposes the agenda for meetings of the Board and shareholders, with input from the CEO and other directors.
Presides at meetings of the Board and the shareholders except where the Board Chair has a conflict or elects to delegate such responsibility to another director.
Maintains effective communications between the Board and the CEO.
Chair of Governance Committee
Presides at meetings of the Board and the shareholders in the absence of the Board Chair.
Leads the Governance Committee in discharging such responsibilities as may be established in its charter including without limitation:
the annual evaluation processes for the CEO, the Board, and Board committees;
the identification, review, and proposal of nominees (including the nomination of existing directors) to the Board;
changes in the composition of the Board's committees; and
the CEO succession planning process.
Identifies, communicates, and reviews existing and new governance requirements, proposals, and trends.
Undertakes such other matters as may be delegated to the Chair of the Governance Committee by the Board Chair.
TrueBlue, Inc. 2023 Proxy Statement  P. 11

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CORPORATE GOVERNANCE
Director Independence
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 U.S. 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 10, 2023, the Board made the independence determinations for each of our directors:
Name
Tenure
Independent
Colleen B. Brown
9 years
Yes
Steven C. Cooper
17 years
No(1)
William C. Goings
7 years
Yes
Kim Harris Jones
7 years
Yes
R. Chris Kreidler
3 years
Yes
Sonita Lontoh
1 year
Yes
Jeffrey B. Sakaguchi
12 years
Yes
Kristi A. Savacool
5 years
Yes
(1)
Based on the NYSE rules, the Board determined that Mr. Cooper is not independent because he is the CEO of the Company.
By having a majority of independent directors serve on the Board, there are several key benefits to the Company which are set forth in the table below.
Key Duties and Responsibilities
Independent Directors
Bring an objective view in balancing the concerns of interested parties and ensure the Board acts in the best interests of the Company on issues such as strategy, performance, risk management, resources, key appointments, and standards of conduct.
Safeguard and balance the concerns of all stakeholders.
In situations of conflict between management and shareholders' concerns, aim towards the solutions which are in the best interest of the Company.
Establish suitable levels of compensation for the CEO and executive vice presidents.
Chair the Audit, Compensation, and Governance Committees.
Create a process of checks and balances on management and other directors.
Create an environment for innovation.
Risk Assessment
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.
TrueBlue, Inc. 2023 Proxy Statement  P. 12

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CORPORATE GOVERNANCE
Meetings and Committees of the Board
The Board
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 nine times during 2022. All directors attended all the meetings of the Board and of the committees on which they served during the fiscal year ended December 25, 2022. Our Guidelines provide that each of our directors is expected to attend our annual meeting of shareholders and all directors participated in the 2022 Annual Meeting of Shareholders on May 11, 2022.
Committees of the Board
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 Governance
Committee, and the Innovation and Technology Committee (“I&T Committee”). With the exception of the I&T Committee, of which Mr. Cooper is a member, all the committees are comprised solely of non-employee, independent directors. Charters for each committee are available on the Company's website at https://investor.trueblue.com/corporate-governance/governance-documents. 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 25, 2022, the number of times each committee met in 2022, and outlines each committee's key responsibilities and functions.
Committees, Members for 2023,
and Number of Meetings in 2022
Key Areas of Responsibility and Risk Oversight During 2022
Full Board
Retains responsibility for oversight of major Company initiatives and risks such as:
Strategy;
Competition;
Mergers & Acquisitions;
Major Litigation;
Leadership and Oversight of Ethical Standards; and
9 Meetings
Enterprise Risk Management (“ERM”).
Corporate Governance and Nominating Committee

Brown (Chair)
Goings
Harris Jones
Kreidler
Lontoh
Sakaguchi
Savacool
Oversees corporate governance matters.
Establishes criteria for Board membership, including diversity, experience, skill set, and the ability to act effectively on behalf of shareholders.
Identifies and reviews the candidates for the Board.
Provides a forum for independent directors to meet separately from management.
Reviews and recommends to the Board any changes to the Guidelines.
Oversees the Board’s evaluation process.
Conducts the CEO evaluation and succession planning process.
Reviews and determines compensation paid to non-employee directors.
Reviews any conflicts of interest and related party transactions and relationships involving directors and executive officers.
Monitors trends and best practices in corporate governance.
Monitors the Company's government relations activities.
12 Meetings
Leads the Company's response on environment, social, and governance issues.
TrueBlue, Inc. 2023 Proxy Statement  P. 13

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CORPORATE GOVERNANCE
Committees, Members for 2023,
and Number of Meetings in 2022
Key Areas of Responsibility and Risk Oversight during 2022
Audit Committee

Harris Jones (Chair)
Kreidler
Lontoh
Sakaguchi
Reviews and discusses the Company’s earnings reports and financial statements with management and the independent auditors prior to the release of this information to the public.
Monitors risk relating to the Company’s financial statements, systems, reporting process, and compliance.
Consults with the Company's independent external auditors and management to ensure the adequacy of internal controls that could significantly affect the Company's financial statements.
Reviews compliance policies to ensure alignment with legal and regulatory requirements.
Oversees the Company's Ethics and Compliance Program, including monitoring compliance with the Company's Code of Conduct and Business Ethics.
Oversees management's process for identifying risks and setting mitigation strategies.
Reviews and discusses with management the guidelines, policies, and procedures that govern the process by which the Company assesses and manages its exposure to risk.
Monitors the process and management of the Company-wide ERM program.
Evaluates and approves or disapproves in advance all audit and non-audit services proposed to be provided by the independent auditors.
10 Meetings
The Board has determined that each member of the audit committee is financially literate and that Ms. Harris Jones and Messrs. Sakaguchi and Kreidler each qualify as an “audit committee financial expert” under applicable SEC Rules.
Compensation Committee

Goings (Chair)
Brown
Savacool
Approves compensation, including incentive plan awards, for the CEO and executives.
Administers incentive compensation plans.
Monitors compliance with stock ownership guidelines.
Determines compensation levels for senior executives.
Prepares required disclosures regarding compensation practices.
Manages executive compensation risk.
Oversees the Company's human capital management program.
Reviews compensation and benefits policies and practices of the Company.
Establishes incentive plan performance metrics and goals.
11 Meetings
Receives and monitors reports regarding the Company's human capital management risks.
Innovation and
Technology
Committee

Savacool (Chair)
Brown
Cooper
Goings
Harris Jones
Kreidler
Lontoh
Sakaguchi
Oversees and advises management on significant Company digital policies and trends.
Leads Company technology initiatives and development of intellectual property.
Monitors reports on the Company's cybersecurity risks and related incidents.
Examines reports on the protection and privacy of client, employee, candidate, and associate data.
Oversees major business model innovation and technology programs, investments, and architecture decisions.
Monitors emerging technology trends and industry trends, and their potential impact on the Company’s strategy.
Advises on leadership and talent development in the Company’s innovation and technology teams.
Oversees disaster recovery plans for the Company’s ongoing business activities.
5 Meetings
Provides guidance on the risks and benefits associated with business model innovation and technology strategies, including financial, acquisition, and execution risks.
TrueBlue, Inc. 2023 Proxy Statement  P. 14

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CORPORATE GOVERNANCE
Audit Committee
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 Ms. Harris Jones 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 https://investor.trueblue.com/corporate-governance/governance-documents The charter is also available in print to any shareholder upon request.
Compensation Committee
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 https://investor.trueblue.com/corporate-governance/governance-documents. 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.
Corporate Governance and Nominating Committee
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 https://investor.trueblue.com/corporate-governance/governance-documents. The charter is also available in print to any shareholder upon request.
Innovation and Technology Committee
The I&T Committee's primary functions are to oversee the Company's information risks, cyber-security, technology strategy, and 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 https://investor.trueblue.com/corporate-governance/governance-documents. The charter is also available in print to any shareholder upon request.
Corporate Environmental, Social, and Governance Responsibility
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 ESG efforts are led by the chief legal officer, who chairs, 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, Equity, & Inclusion Council (the “Council”). The Company implements day-to-day ESG programs with support from senior managers and relevant corporate functions.
Key ESG Factors
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. We also work 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 ESG reporting efforts:
Board Governance;
Diversity, Equity, and Inclusion;
Professional Integrity;
Human Capital Management;
Cybersecurity; and
Environment.
In 2022, we conducted a materiality assessment which resulted in the determination of our most important ESG materiality issues:
Skills Development;
Recruitment and Retention;
Workplace Safety;
Data and Cybersecurity;
Health and Well-being;
Business Ethics; and
Company Reputation.
Board Governance
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.
TrueBlue, Inc. 2023 Proxy Statement  P. 15

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CORPORATE GOVERNANCE
Majority Voting for Directors
A nominee for director in an uncontested election who does not receive the majority vote required by our Amended and Restated Bylaws (the “Bylaws”) 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) 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 nonelection 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 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.
Diversity, Equity, and Inclusion
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 with our chief diversity officer leading our DE&I programs. Additionally, the Council designs and launches initiatives that advance acceptance and inclusion. The Council reports regularly to executive leadership, who brief our Board periodically throughout 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. ERGs seek to maximize employee engagement and contribute to our overall business objectives by offering diverse perspectives, networking opportunities, and increased cultural awareness. We currently have eight ERGs for employees sharing similar ethnicity, nationality, gender, lifestyle choice, or life experience and their respective allies. Through these initiatives, we learn how our differences build stronger teams and how our histories reveal similarities.
Professional Integrity
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.
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 October 2022 survey achieved an engagement score of 78, consistent with our October 2021 survey, which exceeds the benchmark of 75 set by the independent third-party survey provider.
Human Capital Management
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. Our human capital management (“HCM”) initiatives are included in the chartered responsibilities of the Compensation Committee. Relevant HCM metrics are reported on a regular basis to the Compensation Committee. 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.
Cybersecurity
The Board takes its oversight of cybersecurity seriously and in 2011 designated a separate Board-level committee to oversee the risks related to cybersecurity 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 cybersecurity, the Company's actual experience with cybersecurity issues, and the systems and processes in place to defend against cyber attacks.
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CORPORATE GOVERNANCE
Corporate Environmental Stewardship & Management
We are committed to promoting environmental sustainability both internally, by minimizing our corporate environmental footprint, and externally by developing digital tools that modernize how people are connected with work and reducing our employees' need for daily transportation to our branches or to face-to-face interviews.
We strive to reduce our corporate environmental footprint by seeking opportunities for increased efficiency and resource conservation. During 2022 we completed our first greenhouse gas assessment, which will help us set emissions goals and targets going forward; the results of this assessment will be published in our 2023 Corporate Citizenship Report (described below). We will continue to refer to the Task Force on Climate-Related Financial Disclosures (TCFD) framework to further develop measurable environmental goals for the Company.
Corporate Citizenship Report
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.
Corporate Governance Guidelines
The Corporate Governance Guidelines (the “Guidelines”) are available at https://investor.trueblue.com/corporate-governance/governance-documents. 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 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.
Shareholder Engagement
We value our shareholders' 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:
Hosting quarterly earnings calls with a live webcast, presentation materials, and a Q&A session.
Participating in industry conferences, non-deal roadshows, and one-on-one meetings. Over the last three years, the investor relations team attended 14 industry conferences and participated in 13 non-deal roadshows.
Conducting an annual outreach program to solicit investor feedback and seek insight into our investors' priorities.
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 Corporate 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.
Board and Committee Self-Evaluations
The Board annually assesses the performance and effectiveness of the Board, the Audit, Compensation, and I&T Committees, these committee chairs, the Board Chair, 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.
Self-Evaluation Questionnaires
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.
On-Going Feedback
Directors provide ongoing, real-time feedback to management, committees, and the chairs of each committee, including the Board Chair, outside the formal annual self-assessment process, and specifically reserve time after each Board meeting to consider the effectiveness of that meeting and discuss potential improvements to various Board practices.
Review and Discussion
Independent legal counsel aggregates and summarizes the annual director questionnaire responses to promote candor and ensure feedback is not attributed to individual directors 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.
Review of the Evaluation Process
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.
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CORPORATE GOVERNANCE
Feedback Incorporated
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:
Increasing the frequency of Board refreshment, reducing the average Board tenure from 10 years to under eight years;
Including discussions with management on Company strategy at each Board meeting;
Increasing discussions with third-party experts and consultants on a range of topics to enhance Board education; and
Increasing Board meeting time specifically devoted to questions and answers between management and directors, rather than time allocated solely to management presentations.
Code of Conduct and Business Ethics
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-conduct. 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.
Related Person Transactions
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:
the Related Person's interest in the Related Person Transaction;
the approximate dollar value of the Related Person Transaction;
the approximate dollar value of the Related Person's interest in the Related Person Transaction without regard to the amount of any profit or loss;
whether the Related Person Transaction was undertaken in the ordinary course of business of the Company;
whether the Related Person Transaction is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;
the purpose of, and the potential benefits to the Company of, the Related Person Transaction; and
any other information regarding the Related Person in the context of the proposed Related Person Transaction that would be material to investors in light of the circumstances of the particular transaction.
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 2022.
Nominations for Directors
Qualifications of Nominees
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.
Nominee Identification and Evaluation
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.
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CORPORATE GOVERNANCE
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 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.
Delinquent Section 16(a) Reports
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 2022 all applicable Section 16(a) filing requirements were met and that all such filings were timely.
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PROPOSAL 1.
ELECTION OF DIRECTORS
The Nominees
The board of directors (the “Board”) has nominated the following persons for election as directors: Colleen B. Brown, Steven C. Cooper, William C. Goings, Kim Harris Jones, R. Chris Kreidler, Sonita Lontoh, Jeffrey B. Sakaguchi, and Kristi A. Savacool. The Board recommends a vote “FOR” each of the nominees. All directors were elected at the 2022 Annual Meeting of Shareholders. 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 years. 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.”
FOR
THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE
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Director Biographies
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Colleen B. Brown

Colleen B. Brown, 64, has served as a Director of the Company since June 2014 and Chair of the Governance Committee since June 2022. She previously served as Chair of the Innovation and Technology Committee from 2017 to 2022. Ms. Brown serves as a Director of the privately held Port Blakely, the
venture capital firm SpringRock Ventures, the publicly traded Spark Networks SE, and the publicly traded Big 5 Sporting Goods Corporation.She currently serves as a Director of a nonprofit, Delta Dental of Washington. Ms. Brown is a member of NACD, WCD, IWF, and C200. Previously, Ms. Brown served as Director, President, and Chief Executive Officer of Fisher Communications, a public multimedia and technology company. Ms. Brown has served as Chair of the board of directors of American Apparel, as a Director of CareerBuilder, and as a Director of Classified Ventures. She was the founder and Managing Director of Marca Global, an internet technology company. Her community activities have included the Washington Roundtable, a nonprofit public policy organization representing major private sector employers throughout Washington State, and the United Way of King County. Ms. Brown is a Henry Crown Fellow and a member of the Aspen Global Leadership Network at the Aspen Institute. She also holds a cyber certificate from Carnegie Mellon.

Ms. Brown brings extensive executive experience in strategic planning, operations, finance, and technology. Her leadership as a public company Chief Executive Officer, as well as a senior officer in two large media companies, is a valuable resource to the Company. As an NACD fellow, Ms. Brown is a champion of best practices in corporate governance.
graphic
Steven C. Cooper

Steven C. Cooper, 60, was reinstated as the Company's Chief Executive Officer in June 2022 and has served as a Director of the Company since May 2006. Mr. Cooper served as Board Chair from January 2019 until June 2022, as Board Executive Chair from September 2018 to December 2018, and as the Company’s
Chief Executive Officer from 2006 to 2018. He had previously served as President between 2005 and 2015 and as Executive Vice President and Chief Financial Officer between 2001 and 2005. He currently serves as a Director and member of the audit committee of publicly traded Boise Cascade Company.

Mr. Cooper’s long and successful tenure as Chief Executive Officer and Chief Financial Officer for the Company during a period of tremendous growth, combined with his effective leadership and coaching skills, financial and accounting expertise, and unique ability to develop consensus, are among the contributions he makes to the Board.
graphic
William C. Goings

William C. Goings, 65, has served as a Director of the Company since April 2016 and as Chair of the Compensation Committee since December 2020. Mr. Goings was Executive Vice President of TD Bank Group and President of TD Insurance from 2010 to 2012. Mr. Goings
also held the positions of Senior Vice
President and Chief Operating Officer at TD Insurance between 2009 and 2010. Prior to joining TD Bank Group, Mr. Goings held a variety of operating roles with Genworth Financial from 2004 to 2009 and GE Capital from 1996 to 2004. Mr. Goings currently serves as a Director of publicly-traded Encore Capital Group, Inc., nonprofit AARP Service Inc. and as a member of the Board of Trustees for Penn Mutual Insurance Company. Mr. Goings’s earlier career was spent working for global companies in corporate banking, strategic planning, and business development.

Mr. Goings brings to the Board extensive expertise having served as a senior officer of a large multi-national corporation as well as an executive level, operations focused, strategic planning, and problem-solving ability.
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Kim Harris Jones

Kim Harris Jones, 63, has served as a Director of the Company since May 2016 and as Chair of the Audit Committee since March 2020. Ms. Harris Jones served as Senior Vice President and Corporate Controller of Mondelez International from 2012 until 2014. She also served as the Senior Vice President
and Corporate Controller at Kraft Foods, Inc. (“Kraft”) from 2009 until 2012. Prior to her time at Kraft, Ms. Harris Jones served in a number of positions at Chrysler LLC, most notably as Senior Vice President and Corporate Controller from 2008 to 2009. Ms. Harris Jones currently serves as a Director of publicly-traded United Rentals Inc. and Fossil Group, Inc., as well as the Ethiopian North American Health Professionals Association. She also serves on the finance committee of the Consortium for Graduate Study in Management and is a member of the Executive Leadership Council.

Ms. Harris Jones has extensive management, financial, and business experience at large, complex corporations undergoing significant corporate growth and change.
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Director Biographies
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R. Chris Kreidler

R. Chris Kreidler, 59, has served as a Director of the Company since July 2020. Mr. Kreidler currently serves as a senior advisor to McKinsey & Company and as a C-suite coach through Executive Coaching Connections. Mr. Kreidler also had a lengthy and distinguished career as EVP and CFO of Sysco Corporation, from
2009 through 2015. Prior to Sysco, Mr. Kreidler served with C&S Wholesale Grocers and spent 11 years at Yum! Brands, Inc. in multiple senior leadership roles. He previously served as a Director and Chairman of the Audit Committee of Aimia Inc., Wok Holdings, and P.F. Chang's China Bistro, and is currently a Board member of privately-held BradyIFS and Alyasra Foods. Mr. Kreidler also serves as a Special Advisor to the board of directors of Soul Foods. Mr. Kreidler is a member of the Board of Advisors for the Jones Graduate School of Business at Rice University.

Mr. Kreidler's service as a former financial executive with domestic and international experience and with deep strategic planning, operational, and transactional expertise provides a valuable resource to the Company. His extensive board experience provides the Company with insights to develop creative solutions for complex business issues and focus on delivery of desired strategic outcomes that create high shareholder, organizational, and client value.
graphic
Sonita Lontoh

Sonita Lontoh, 47, has served as a Director of the Company since October 2021. From 2018 to 2022, she served as the Global Head of Marketing (CMO), Personalization and 3D Printing & Digital Manufacturing at HP Inc., a global technology company. Prior to her time at HP, Ms. Lontoh served as a senior executive at Siemens AG, a global
leader in automation and digitalization solutions, and at Trilliant, a global provider of IoT solutions. Earlier in her career, Ms. Lontoh served at PG&E, one of the largest energy providers in the United States. Ms. Lontoh currently serves as an independent director of publicly-traded Sunrun Inc., one of the largest residential solar-and-battery-as-a-service companies in the United States and on the advisory board of the Jacobs Institute of Design Innovation at the University of California Berkeley. Ms. Lontoh is National Association of Corporate Directors (NACD) directorship-certified, Digital Directors' Networks cybersecurity-certified, and has completed the NACD Climate Governance and the Stanford Directors' College certifications. She was a mentor for the U.S. State Department’s TechWomen program and has been inducted into the U.S. Asian Hall of Fame and the U.S. Women in Manufacturing Hall of Fame.

Ms. Lontoh brings deep expertise in digital transformation, customer experience, and global marketing and innovation. Her leadership experience at both new, high-growth businesses, at large, global Fortune 100 companies, and at entrepreneurial, venture-backed Silicon Valley technology companies, provides valuable insight, foresight, and perspective to the Company’s digital and growth strategies.
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Director Biographies
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Jeffrey B. Sakaguchi

Jeffrey B. Sakaguchi, 61, has served as a Director of the Company since December 2010 and as Board Chair since June 2022. He previously served as Chair of the Governance Committee and Lead Independent Director from 2017 to 2022. Mr. Sakaguchi serves as a Director of Eccentex, Inc., a privately held early-stage
software company, and as a Director of ThinkIQ, Inc., a privately held early-stage software company. Mr. Sakaguchi was formerly a founding board member of ACT Holdings, Inc., an advisory board member of Habla.AI, and Chairman of the board of directors of Neah Power Systems, Inc. (renamed XNRGI, Inc.). He is a member and former Chairman of the board of directors of the Los Angeles Region American Red Cross as well as a member and former Chairman of their National Philanthropic Board. Previously, Mr. Sakaguchi was President and Chief Operating Officer of Evolution Robotics Retail, Inc., and he held leadership roles with both Accenture and McKinsey & Company, global management consulting firms. Mr. Sakaguchi is a National Association of Corporate Directors (NACD) Leadership Fellow, NACD directorship-certified, and an Educational Counselor for Massachusetts Institute of Technology.

Mr. Sakaguchi’s experience in several leadership roles helps the Company improve performance and build market share. His background and expertise in emerging technology, start-ups, and strategy provides valuable guidance to the Company’s strategic, innovative, and technological efforts. His experience provides a valuable resource to the Company.
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Kristi A. Savacool

Kristi A. Savacool, 63, has served as a Director of the Company since July 2018 and as Chair of the Innovation and Technology Committee since June 2022. Previously, Ms. Savacool served as Chief Executive Officer of Aon Hewitt, the global human resources solutions business of Aon plc., from 2012 until her
retirement in January 2018. She was responsible for setting Aon Hewitt’s business and solutions strategies, leading mergers and acquisitions, overseeing its global operations, and sponsoring relationships with its largest clients, which included a large portion of the Fortune 100 companies. She played a key role in the sale of Aon Hewitt’s RPO business to the Company in 2016. Prior to her time at Aon Hewitt, Ms. Savacool held several senior executive management positions at The Boeing Company in the areas of information technology (as Chief Information Officer for Commercial Airplanes), operations, and business services, spanning commercial and federal business sectors, globally. She currently serves as a board member of several private companies, including Ascension Inc., Springbuck, Inc., and RxBenefits, Inc., and as a Director and CEO for Private Health Management, Inc. Ms. Savacool also serves as a member of HealthQuest Capital's Board of Advisors and as a Director for Escuela Adelante. Ms. Savacool previously served as a Trustee for DePaul University, as a Director of the Midtown Educational Foundation in Chicago, Illinois, on the Board of Court Appointed Special Advocates of Lake County, Illinois, and as a Director of the United Way of King County in Seattle, Washington. She was also an executive member of the Center for Corporate Innovation, Fortune 1000 health care CEO roundtable.

Ms. Savacool has extensive financial, management, and business experience in professional services and large scale, global operations. Her invaluable experience as a public company business unit Chief Executive Officer in the human resource and outsourcing industry provides valuable guidance to the Company.
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Retainers and Committee Fees
Periodically, the Corporate Governance and Nominating Committee (“Governance Committee”) engages a third-party consultant to review the retainer and committee fees paid to the non-employee directors on our Board. This consultant provides information related to the retainer and fee levels of our peer companies, as well as information regarding best practices and emerging trends in the payments to non-employee directors. In 2021, the Governance Committee retained a consultant who recommended to the Governance Committee certain changes for 2022 in the amount and process for these fees to better align with the market. The information provided by the consultant is considered by the Governance Committee but does not directly determine any of the Company's actual retainer or fee arrangements. The Governance Committee applies its informed judgment when establishing the levels and payments of retainers and fees. After considering the information provided by the consultant and the Governance Committee's internal discussions, in October 2021, the Governance Committee approved changes to the retainer and committee fees paid to our non-employee directors starting in 2022 as outlined below. In July of 2022, a modest change was made to increase the cash retainer for the Chair of the Innovation and Technology Committee to put it on par with the other committee chairs.
For 2022, 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 for 2022, as compared to 2021, are as set forth in the table below.
Annual Cash Retainer
2021
Amount
​2022
Amount
Board Retainer
  Board Chair
$97,000
$122,000
  Lead Independent Director
$84,500
$89,500
  Other Directors
$72,000
$77,000
Committee Retainer
  Audit Committee
$10,000
$12,500
  Compensation Committee
$8,000
$12,500
  Governance Committee
$5,000
$5,000
  Innovation and Technology
Committee
$5,000
$5,000
  Board Chair Committee Supplement
$15,000
Committee Chair Supplement
  Audit Committee, Chair
$15,000
$15,000
  Governance Committee, Chair
$15,000
$15,000
  Compensation Committee, Chair
$10,000
$15,000
  Innovation and Technology
Committee, Chair(1)
$10,000
$15,000
(1)
The payments made for January through June 2022 to the Innovation and Technology Chair were prorated based on an annual amount of $10,000; payments made since July 2022 were prorated based on the amount reflected in the table above.
Equity Grants
Each non-employee director receives an annual grant of restricted stock units (“RSUs”) that is typically granted on the second day after the release of our annual earnings. The TrueBlue shares of common stock (“Common Stock”) underlying these RSUs 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.
As part of the non-employee director compensation review in October 2021, the Governance Committee also approved increased compensation levels for some components of the equity awards for 2022. As a result, in early 2022, the Board Chair received an award of RSUs with a target value of $175,000 (an increase from $145,000 in 2021) and the lead independent director received an award of RSUs with a target value of $165,000 (an increase from $145,000 in 2021). Mr. Sakaguchi was then serving as our lead independent director and became Board Chair upon Mr. Cooper's reinstatement as CEO; the lead independent director position is no longer needed because our Board Chair is independent. All other non-employee directors received an award of RSUs with a target value of $135,000 (an increase from $110,000 in 2021). The Audit Committee and Compensation Committee Chairs received an additional award of RSUs with a value of $10,000 while all other committee chairs received an additional award of RSUs with a target value of $7,500. The Company determined the number of RSUs of each such award based on the average closing price of Common Stock during the 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 $27.24 per share.
Equity Retainer and Deferred Compensation Plan for Non-Employee Directors
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 settlement of all or part of his or her annual RSU grant to a time after he or she leaves the Board.
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COMPENSATION OF DIRECTORS
Non-Employee Director Compensation Table
The following table discloses the compensation earned by each of the Company’s non-employee directors during the last completed fiscal year:
Name
Fees Earned and
Paid in Cash
Stock Award Grant
Date Fair Value(1)
Total
Colleen B. Brown
$112,000
$142,388
$254,388
William C. Goings(2)
$114,500
$144,892
$259,392
Kim Harris Jones(3)
$114,500
$144,892
$259,392
R. Chris Kreidler(4)
$99,500
$134,902
$234,402
Sonita Lontoh
$99,500
$134,902
$234,402
Jeffrey B. Sakaguchi
$135,750
$172,357
$308,107
Kristi A. Savacool(5)
$107,000
$134,902
$241,902
(1)
This column represents the grant date fair value of RSUs awarded to each of the non-employee directors in 2022 in accordance with Financial Accounting Standards Board Accounting Standards Codification Accounting for Stock Compensation (“FASB ASC Topic 718”). The amounts are calculated using the closing price of Common Stock on the grant date, which was $27.22 for all directors. For additional information, refer to Note 10 to the Consolidated Financial Statements found in Item 8 of Part II of our 2022 Form 10-K (listed under Stock-Based Compensation).
(2)
As of December 25, 2022, Mr. Goings continues to hold fully vested options for 5,172 shares of Common Stock.
(3)
Under the Director Equity Plan, Ms. Harris Jones elected to defer settlement of 100% of her equity retainer in the form of 5,323 RSUs until 90 days after her separation from the Board.
(4)
Under the Director Equity Plan, Mr. Kreidler elected to defer settlement of 100% of his equity retainer in the form of 4,956 RSUs until 90 days after his separation from the Board.
(5)
Under the Director Equity Plan, Ms. Savacool elected to defer 100% of her equity retainer in the form of 4,956 RSUs until 90 days after her separation from the Board.


Non-Employee Director Stock Ownership Guidelines
Each non-employee director is expected to hold shares of Common Stock having a value of not less than four times the director’s base annual cash retainer. Both directly and indirectly held RSUs 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 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 the 2022 fiscal year, all non-employee directors either met these guidelines or were within the first four years and on track to meet these guidelines.
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PROPOSAL 2.
ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are seeking an advisory (non-binding) vote from our shareholders as to the frequency with which shareholders would have an opportunity to provide an advisory vote on our executive compensation program. We are providing shareholders the option of selecting a frequency of one, two, or three years, or abstaining. For the reasons described below, we recommend that our shareholders select a frequency of every one year, or an annual vote.
Our Board believes that advisory vote approval of executive compensation should be conducted every year so that our shareholders may provide us with their direct input on our executive compensation philosophy, policies, and practices, as described in our proxy statement each year. Our Board determination was based on the premise that named executive officer compensation is evaluated, adjusted, and approved on an annual basis by our Compensation Committee and that some of the metrics that are used in determining performance-based awards are annual metrics. Our Compensation Committee, which administers our executive compensation programs, values the opinions expressed by our shareholders in these votes and will consider the outcome of these votes in making its decisions on executive compensation.
We therefore request that our shareholders select “1 Year” when voting on the frequency of future advisory votes on executive compensation. Shareholders may vote for one year, two years, or three years or abstain as their preference for the frequency of advisory votes on executive compensation. However, because this is an advisory vote, this proposal is non-binding upon the Company and the Compensation Committee and the Board may decide that it is in the best interest of the shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option preferred by the shareholders. The Compensation Committee, which is responsible for designing and administering our executive compensation program, and the Board will review the results of the vote and, take the results into account in making a determination concerning the frequency of advisory votes on executive compensation.
FOR
1 YEAR
OUR BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS SELECT “1 YEAR” AS THE SHAREHOLDERS' ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
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PROPOSAL 3.
ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION

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 2023 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 2023 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. Unless the Board modifies its policy, including as a result of votes cast in connection with Proposal 2 in this proxy statement, the next say-on-pay advisory vote will be held at our 2024 Annual Meeting of Shareholders.
FOR
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION
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graphic
Steven C. Cooper, 60, was reinstated as the Company's Chief Executive Office in June 2022 and has served as a Director of the Company since May 2006. Mr. Cooper served as Board Chair from January 2019 until June 2022, as Board Executive Chair from September 2018 to December 2018, and as the Company’s Chief Executive Officer from 2006 to 2018. He had previously served as President between 2005 and 2015 and as Executive Vice President and Chief Financial Officer between 2001 and 2005. He currently serves as a Director and member of the audit committee of publicly traded Boise Cascade Company.
Derrek L. Gafford, 52, 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 serving as Vice President and Treasurer. 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, 44, has served as President and Chief Operating Officer of the Company since September 2022, after serving as Executive Vice President of the Company and President of PeopleReady, TrueBlue's general, industrial and skilled trade staffing business, and PeopleScout, TrueBlue's recruitment process outsourcing (“RPO”) and managed service provider (“MSP”) solutions business, since October 2021. Ms. Owen previously 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 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, 38, 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, 46, 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 LLP. Mr. Ferencz has served as a Director on the American Cancer Society’s Board for Washington State since 2017.
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graphic
As of December 25, 2022, our Named Executive Officers (“NEOs”) were:
Executive
Position
Steven C. Cooper
Chief Executive Officer
A. Patrick Beharelle
Former Chief Executive Officer
Derrek L. Gafford
Executive Vice President and Chief Financial Officer
Taryn R. Owen
President, Chief Operating Officer
Carl R. Schweihs
Executive Vice President, President, PeopleManagement
Garrett Ferencz
Executive Vice President, Chief Legal Officer
EXECUTIVE SUMMARY
Our Compensation Committee established our 2022 compensation program while the economy was resetting after the effects of COVID-19. In this environment, the Committee set meaningful goals to motivate NEO performance and create value for shareholders. Despite the fluctuating economy and the market slow-down in the second half of the year, our NEOs lead the Company to performance levels generally returning to pre-pandemic levels and the Company generated over $2.3 billion of revenue, $117.0 million of Adjusted EBITDA1, and returned $60.9 million to shareholders in stock repurchases during the year. The Company also continued to make progress on its digital strategies by investing in our JobStackTM technology.
In addition, our Compensation Committee was required to establish a new compensation program for our CEO after the departure of Mr. Beharelle and the return of Mr. Cooper from retirement to serve as our CEO in the second half of 2022. The compensation package established for Mr. Cooper reflected the need to incentivize his return from retirement and his many years of experience leading the Company, while providing stability to the executive team and leading our succession planning for the CEO role. The policies and employment agreements previously established by the Compensation Committee resulted in no golden parachute or other separation payments to Mr. Beharelle upon his departure and all of Mr. Beharelle's outstanding equity awards (totaling over $7.1 million in value as of his resignation date) were forfeited upon his departure.
Short-Term Incentive Plan
The Company's financial outcomes resulted in our NEOs successfully achieving many but not all the compensation targets established by our Compensation Committee early in 2022. The key financial metrics under our Short-Term Incentive (“STI”) plan resulted in just over target payouts for the Company's Adjusted EBITDA performance components of the plan and maximum payout for relative revenue performance.
Adjusted EBITDA Award.The first key financial metric in our STI plan is Adjusted EBITDA. In 2022, the Company overall generated an amount of Adjusted EBITDA that was just above the target payout level set by the Compensation Committee for the Company-based STI awards. Our business units, however, produced mixed results, with PeopleScout and PeopleManagement generating over the maximum levels of Adjusted EBITDA in the STI plan, but PeopleReady did not achieve the threshold level of performance for Adjusted EBITDA under the STI plan. Accordingly, the majority of our NEOs received just over target payouts related to the Adjusted EBITDA performance components of the STI plan.
Relative Revenue Award.The second key financial metric in the STI plan is Company revenue growth relative to a select peer group of industry competitors (“Revenue Peer Group”). The Compensation Committee considers performance relative to the Revenue Peer Group to be a key indicator of the Company's performance in the marketplace and believes that focusing executive attention on our competition encourages long-term growth of the Company and builds shareholder value. During 2022, the Company's increase in revenue significantly exceeded that of the Revenue Peer Group and this portion of the STI plan provided maximum payment to the NEOs for 2022.
Individual Performance Goals. The third component of our STI plan includes goals specific to the individual role of our NEOs and include performance goals related to long-term strategic operations, resource management, leadership development, ESG initiatives, industry disruption and risk management.
Long-Term Incentive Plan
The long-term component of our NEO compensation program also contributed to our NEOs' 2022 compensation. However, given the long-term nature of this component of pay, payouts under the performance share unit (“PSU”) awards granted under our Long-Term Incentive (“LTI”) plan for the 2020-2022 performance period were negatively impacted by the Company's return on equity (“ROE”)2 results during 2020, the first year of the COVID-19 pandemic, because these three-year goals were set before the impacts of the COVID-19 pandemic were known. Accordingly, the PSUs for the 2020-2022 performance period were earned below target at 76.8% and paid out to Messrs. Gafford and Schweihs and Ms. Owen, who were NEOs when these awards were granted in 2020. Notably, the Compensation Committee elected not to use positive discretion to adjust this payout as had been done with other recent PSU awards negatively impacted by the COVID-19 pandemic, as discussed in more detail below under “2020 PSU Award Determination (2020-2022 Performance Period)”.
1
For detailed definitions and reconciliation of non-generally accepted accounting principles ("non-GAAP") financial measures, including Adjusted EBITDA, to the most directly comparable GAAP financial measure, please see Appendix A to this proxy statement. The Executive Compensation Process, Governance, and Philosophy section below also provides a detailed definition of Adjusted EBITDA for 2022.
2
The Executive Compensation Process, Governance, and Philosophy section below also provides a detailed definition of ROE.
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COMPENSATION DISCUSSION AND ANALYSIS
Pay-for-Performance Emphasis
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 2022 compensation program included:
Performance-based equity. In 2022, our equity award mix continued to emphasize performance-based equity. For the 2022-2024 PSU award, the award will be earned based on the Company's ROE over the three-year performance period.
CEO's performance-based cash compensation. Mr. Cooper's award under the STI plan comprised more than 50% of his direct target cash compensation for 2022. Mr. Cooper's 2022 compensation arrangements were selected by the Compensation Committee to appropriately recognize his high level of experience and willingness to resume the role as the Company's CEO after having retired from the position in 2018. Mr. Cooper's grant of time-based RSUs reflected the Compensation Committee's desire to balance the need to ensure stability of the executive team while incentivizing Mr. Cooper to lead our succession planning for the CEO role.
Short-term incentive compensation linked to strategic business plans. The Company’s long-term business plan emphasizes the continuous growth of Adjusted EBITDA, return of value to shareholders, and outperforming a select group of industry competitors (“Revenue Peer Group”) in the marketplace. The financial and non-financial goals under the 2022 incentive award programs were linked directly to the annual and long-term strategic business plans reviewed and approved by the Compensation Committee and the Board.
Actual incentive awards reflect short- and long-term performance. The Company’s and certain business unit's actual Adjusted EBITDA performance was above the target level for 2022 and the Company's performance relative to the Revenue Peer Group was above the maximum level set by the Compensation Committee. As such, the NEOs received an appropriate payout for these components of the STI plan. The Company's ROE performance for the 2020-2022 performance period reached the required threshold under the LTI plan, but did not reach the target level, and therefore the number of shares earned under these awards was below target.
Incorporating Environmental, Social, and Governance-Related Objectives
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 2022, the CEO's STI plan included individual objectives tied to achieving ESG and HCM goals, including leadership development and succession planning for management positions. Goals for other NEOs tied to ESG included initiating a formal Greenhouse Gas (GHG) study for the Company, conducting a materiality survey of Company stakeholders, implementing additional training related to the Company's Code of Conduct and Business Ethics program, building a positive culture in individual business units, leadership development and succession planning, and strengthening our ethics programs across the Company.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION PROGRAM OVERVIEW
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 2022 executive compensation program.
Component
Form
Characteristic
Metric
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.
Performance
Short-Term Incentive
Cash
Completely at Risk
Individual Performance Goals
Individual performance-based compensation payable only upon achievement of specific value creation objectives.
Revenue Growth Relative to Revenue Peer Group
Company performance-based compensation payable only upon achievement of metrics comparing the Company's revenue growth with that of the Revenue Peer Group.
Adjusted EBITDA
Company performance-based compensation payable only upon achievement of Company-wide or business unit-specific performance metrics.
Long-Term Incentive
Performance Share Unit Awards
ROE
Company performance-based compensation that delivers shares of Common Stock only if the Company meets certain performance metrics over a multi-year period.
Time-Based
Long-Term Incentive
Restricted Stock Unit Awards
Time vested over three years
N/A
Retention-based compensation.
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.
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COMPENSATION DISCUSSION AND ANALYSIS
As seen in the charts below, a significant portion of each NEO’s compensation is at risk and dependent on the achievement of annual and long-term performance targets. These charts reflect the percentages of our 2022 CEO and other NEO compensation that represent base salary, STI (at target), PSUs (at target), and RSU
awards, as applicable. These charts show Mr. Cooper's on-hire compensation plan which recognized his high level of experience and willingness to resume the role as the Company's CEO and the average of the other NEOs' compensation plans.
2022 Target Compensation Mix
graphic
(1)
Mr. Cooper did not receive any PSUs in 2022 because his effective start date, June 14, 2022, was after the annual PSU grant in February. These amounts reflect the prorated portions he was eligible to receive for his salary and STI award.
(2)
Mr. Cooper's 2022 compensation was weighted with an RSU grant which will cliff vest on the earlier of the third anniversary of the grant date or the appointment of a new, Board approved CEO, if Mr. Cooper provides the Board with at least 120 calendar days' notice.
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
 
X No excessive or guaranteed pay targets. All potential payouts
are capped and tied to measurable targets
 Request annual shareholder advisory say-on-pay votes
 
X No re-pricing of options or equity grants
 Target total compensation near the median of relevant peers
 
X No pension benefits
 Maintain meaningful stock ownership guidelines for all
named executive officers
 
X No gross-up of excise taxes upon change-in-control
 Engage an independent compensation consultant
 
X No hedging or short sales of Company stock, with pledging
discouraged
 Retain double trigger change-in-control agreements
 
X No reward for excessive risk-taking
 Conduct an annual risk analysis of compensation programs
 
X No excessive executive perquisites
 Maintain a clawback policy
 
X No cash buyouts of underwater options
 Require minimum vesting period for equity grants
 
X No special health or welfare benefits for executives
 Include ESG goals in executive compensation
 
 
 Maintain a Compensation Committee comprised solely of
independent directors
 
 
Shareholder Feedback
The Company provides shareholders an annual “say-on-pay” advisory vote on its executive compensation program. At our 2022 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 2022 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.
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COMPENSATION DISCUSSION AND ANALYSIS
Effective Risk Management
As part of its oversight of our compensation program, the Compensation Committee regularly reviews the various components of our executive compensation plans. 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 2022 STI plan focused on multiple goals, including Adjusted EBITDA, revenue growth measured against our Revenue Peer Group,
resource management, leadership development, ESG initiatives, long-term strategic operational goals, and Company profitability, and provided appropriate payouts for achieving these goals. Another component of the Company's balanced compensation approach is the LTI plan, which is a significant portion of the NEOs' compensation, and includes time-based RSU awards and performance-based PSU awards. The vesting and performance requirements of these awards provide meaningful alignment with shareholder interests.
The Compensation Committee believes the following features of our 2022 compensation program served to mitigate excessive or unnecessary risk-taking:
Compensation Risk Mitigation Features
Pay Mix
Compensation is a mix of base salary and short- and long-term incentives providing compensation opportunities measured by a variety of time horizons to balance our near- and long-term strategic goals.
Metrics
Short- and long-term incentives included financial and non-financial metrics or objectives that required substantial performance on a broad range of significant initiatives and/or sustained financial performance and growth.
Caps
Performance-based incentives are capped with a maximum limit on the amount that could be earned.
Performance Goals
Goals are approved by our independent directors and take into account our historical performance, current strategic initiatives, and the expected economic environment.
Equity
Equity incentive programs and stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in the Company.
Risk Mitigation Policies
Clawback Policy
Stock Ownership Guidelines
Insider Trading Policy
Anti-hedging policies
Minimum vesting periods for equity awards
EXECUTIVE COMPENSATION PROCESS, GOVERNANCE, AND PHILOSOPHY
Compensation Program Objectives
The Compensation Committee designs our annual executive compensation program with the goal of achieving the following objectives:
Attracting and retaining the key executive talent needed to achieve our long-term business strategies;
Basing a significant portion of each NEO's annual compensation opportunity on both Company and individual performance;
Establishing performance targets for incentive compensation that align with both our short- and long-term business strategies;
Motivating NEOs to create long-term shareholder value;
Reflecting the role, scope, and complexity of each NEO's position relative to other NEOs;
Balancing the need to be competitive with our industry peers with our commitment to control costs; and
Targeting total direct compensation near the median of our peers.
Compensation Committee Oversees NEO Compensation
Compensation for our executives is determined by the Compensation Committee. The Compensation Committee’s purpose is setting the compensation of our CEO and other executive officers of the Company. The Committee, with input from the other independent directors on the Governance Committee with respect to the CEO's goals, is responsible for reviewing and approving 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 HCM program. 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 his corporate goals and objectives.
The Compensation Committee has regularly scheduled meetings each quarter and has additional meetings as appropriate. During 2022, the Compensation Committee met 11 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 NEOs may also attend
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COMPENSATION DISCUSSION AND ANALYSIS
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 without management present in connection with each meeting. Outside counsel and independent compensation consultants also regularly attend Compensation Committee meetings.
In determining executive compensation plans and approving incentive targets, the Compensation Committee considers its compensation objectives, shareholder value creation, compensation practices of our peers in the marketplace, 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-target 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.
Independent Compensation Consultant
The Compensation Committee engages an independent compensation consultant. In 2022, this consultant was Mercer US LLC (“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 decisions. The Compensation Committee applies its informed judgment when establishing the compensation elements, targets, and final awards.
Peer and External Market Data
Our executive compensation program is customarily reviewed every two 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 2022, this review occurred in late 2021. For this review, the Compensation Committee retained Mercer to provide an in-depth external review of our executive compensation programs as compared to a peer group (“Compensation Peer Group”). The Compensation Committee selects the Compensation Peer Group from similarly-sized companies engaged in staffing, outsourced human resources services, or companies that operated in industries with multi-unit branches on a national basis.
The Compensation Committee received a report from Mercer (“2021 Mercer Report”) of external Compensation Peer Group pay practices relating to base salaries, actual and target STI, LTI, and total direct compensation. The 2021 Mercer Report was based on information compiled from both Compensation Peer Group proxy data and published salary surveys compiled by Mercer. The data from the Compensation Peer Group was combined with national published surveys compiled by Mercer (U.S. Global Premium Executive Remuneration Suite) and Willis Towers Watson (Survey Report on Top Management Compensation). The Compensation Peer Group for 2022-2023 included the 16 companies set forth in the table below, which remained unchanged from the 2020-2021 Compensation Peer Group:
2022 - 2023 Compensation Peer Group
AMN Healthcare Services, Inc. (NYSE: AMN)
Herc Holdings Inc. (NYSE: HRI)
TriNet Group, Inc. (NYSE: TNET)
ASGN Incorporated (NYSE: ASGN)
Insperity, Inc. (NYSE: NSP)
Unifirst Corporation (NYSE: UNF)
Barrett Business Services, Inc. (NASDAQ: BBSI)
Kelly Services, Inc. (NASDAQ: KELYA)
United Rentals, Inc. (NYSE: URI)
Cintas Corporation (NASDAQ: CTAS)
Kforce Inc. (NASDAQ: KFRC)
Volt Information Sciences, Inc. (NYSE: VOLT)
H&E Equipment Services, Inc. (NASDAQ: HEES)
Korn Ferry (NYSE: KFY)
 
Healthcare Services Group, Inc. (NASDAQ: HCSG)
Robert Half International, Inc. (NYSE: RHI)
 
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COMPENSATION DISCUSSION AND ANALYSIS
Based on the 2021 Mercer Report, the Company's size relative to the Compensation Peer Group is shown below:
graphic
graphic
The 2021 Mercer Report found the following with respect to the Company's executive compensation:
Base salaries were generally between the 25th percentile and market median, with variability by position;
Short-term cash incentive targets approximate the market median, with variability by position;
Target long-term equity incentive grant value was generally between the 25th percentile and market median, with variability by position;
Total direct compensation was generally between the 25th percentile and market median.
The Company strives for total direct compensation to be approximately at the median of the Compensation Peer Group, and recognized that compensation, on average or by particular element, was generally below this level for the NEOs. In response, for the 2022 compensation program, the Compensation Committee increased compensation targets to approximate a target pay position more closely in line with the median of our Compensation Peer Group and the relative value of each role within the organization.
Incentive Plan Metrics
The Compensation Committee set targets for Company and business unit performance, as applicable, under the 2022 STI plan based on the year-over-year growth in Adjusted EBITDA, a non-GAAP measure defined below. For purposes of the 2022 STI plan, consistent with the our investor presentations, the Compensation Committee excluded from earnings before interest, taxes, depreciation and amortization (“EBITDA”): third-party processing fees for hiring credits, PeopleReady technology upgrade costs, amortization of software as a service assets, and other adjustments (“Adjusted EBITDA”). The Compensation Committee decided that excluding such 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 2022, the Compensation Committee selected ROE as the performance metric for the 2022 PSUs after considering several other potential targets and metrics, including stock price, total shareholder return, earnings per share, and other relative and absolute metrics. 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.
Among other benefits, a focus on ROE encourages our NEOs to make business decisions with a balanced view of increasing Company profitability and the effective use of capital. ROE is calculated as Adjusted Net Income, divided by average equity, which is measured quarterly during the performance period.
Meaningful Targets Put Compensation at Risk
The LTI plan was designed to align the interests of the NEOs with those of our 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 eight years for our PSU awards as shown below. Participants in our LTI plan have not received a PSU payout for two of the last eight years. As disclosed in prior proxy statements, PSU awards for the 2015-2017 and 2016-2018 performance periods were not earned because the Company did not meet the minimum performance conditions approved by the Compensation Committee. In the past few years, PSU payouts have been meaningful but below target as Company performance levels have not met targets set by the Compensation Committee.
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TrueBlue, Inc. 2023 Proxy Statement  P. 35

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
2022 NEO COMPENSATION
Base Salaries
We provide base salaries to give NEOs a stable amount of cash compensation. In alignment with our pay-for-performance philosophy, salary represents only a portion of each NEO's compensation. In 2022 the base salaries of our NEOs were as follows:
NEO
2021 Base
Salary
2022 Base
Salary
Percentage
Increase
Steven C. Cooper(1)
$1,000,000
—%
A. Patrick Beharelle(2)
$876,750
$1,000,000
14%
Derrek L. Gafford
$500,000
$550,000
10%
Taryn R. Owen
$660,000
$660,000
—%
Carl R. Schweihs
$400,000
$500,000
25%
Garrett R. Ferencz
$400,000
$450,000
13%
(1)
Mr. Cooper received compensation from the Company for his service as a director in 2022. Please refer to the Summary Compensation Table below for details regarding his compensation received as a director. Mr. Cooper assumed the role of CEO on June 14, 2022, and thus received a pro-rated amount of this annual salary based on the date he assumed the CEO position. Please refer to the Summary Compensation Table for details regarding his actual salary received for 2022.
(2)
Mr. Beharelle resigned from the role of CEO on June 14, 2022; therefore, he received a prorated portion of his base salary for the year prior to his departure. Please refer to the Summary Compensation Table for details regarding his actual salary received for 2022.
Short-Term Incentive Plan
The 2022 STI plan measured and rewarded performance against three components, weighted as follows: (1) individual performance (50%); (2) the Company's Adjusted EBITDA performance for Messrs. Cooper, Beharelle, Gafford and Ferencz (25%) and Adjusted EBITDA of the business unit directly under their respective control for Ms. Owen and Mr. Schweihs (PeopleReady and PeopleScout for Ms. Owen, each at 12.5%, and PeopleManagement for Mr. Schweihs at 25%); and (3) the Company's relative revenue growth as compared to the Revenue Peer Group (25%), defined in the Executive Compensation Process, Governance, and Philosophy section above. 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 approved by the Compensation Committee for the 2022 STI plan. Consistent with the objective that potential compensation reflects the role and responsibilities of each NEO, the STI potential varies by NEO to reflect the individual’s market value and role within the Company. The STI is completely at risk, and no cash award will be made unless the individual, Company/business unit, or relative revenue growth thresholds are met.
The individual performance component of the 2022 STI plan allowed NEOs other than Mr. Cooper to earn up to 120% of their target award and, for Mr. Cooper, up to 300% of his target award. The Compensation Committee considers this exercise of discretion 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 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.
STI Plan Opportunity
The following table shows the STI opportunity for each NEO, including the threshold, target, and maximum opportunities for each financial performance component (award payouts are interpolated between levels):
Executive
Individual
Performance(1)
Company
Adjusted EBITDA
Business Unit
Adjusted EBITDA(2)
Company
Relative Revenue Growth
 
Target
Maximum(3)
Threshold
($111 million)
Target
($116 million)
Maximum
($127 million)
Threshold
Target
Maximum
Threshold
(-5%)
Target
(0%)
Maximum
(5%)
Steven C. Cooper(4)
$412,500
$1,237,500
$51,563
$206,250
$412,500
$51,563
$206,250
$412,500
A. Patrick Beharelle
$750,000
$900,000
$93,750
$375,000
$750,000
$93,750
$375,000
$750,000
Derrek L. Gafford
$206,250
$247,500
$25,781
$103,125
$206,250
$25,781
$103,125
$206,250
Taryn R. Owen
$330,000
$396,000
$41,250
$165,000
$330,000
$41,250
$165,000
$330,000
Carl R. Schweihs
$187,500
$225,000
$23,438
$93,750
$187,500
$23,438
$93,750
$187,500
Garrett R. Ferencz
$146,250
$175,500
$18,281
$73,125
$146,250
$18,281
$73,125
$146,250
(1)
There was no threshold applicable to the individual performance component.
(2)
For Ms. Owen, PeopleReady’s threshold, target, and maximum Adjusted EBITDA targets were set at $88.2 million, $92.3 million, and $100.5 million, respectively, and PeopleScout’s threshold, target, and maximum Adjusted EBITDA targets were set at $36.9 million, $38.7 million, and $42.3 million, respectively. For Mr. Schweihs, PeopleManagement’s threshold, target, and maximum Adjusted EBITDA targets were set at $13.5 million, $14.1 million, and $15.4 million, respectively.
(3)
Each of the NEOs (except Mr. Cooper) could have earned up to 120% of the target if their performance exceeded expectations; Mr. Cooper could have earned up to 300% of the target for his individual performance.
(4)
Effective June 14, 2022, Mr. Cooper was reinstated as the Company's CEO. These amounts reflect the pro-rata amount of his STI award.
TrueBlue, Inc. 2023 Proxy Statement  P. 36

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Total Target and Actual 2022 STI Award
The following table shows the total STI target award in 2022 for each NEO compared to the actual STI award, based on the performance results described below:
Executive
STI Target
Actual Award
Steven C. Cooper(1)
$825,000
$1,045,083
A. Patrick Beharelle(2)
$1,500,000
Derrek L. Gafford
$412,500
$522,542
Taryn R. Owen
$660,000
$825,000
Carl R. Schweihs
$375,000
$585,000
Garrett R. Ferencz
$292,500
$370,529
(1)
Effective June 14, 2022, Mr. Cooper was reinstated as CEO. As such, these amounts reflect his prorated STI award.
(2)
Effective June 14, 2022, Mr. Beharelle resigned as the Company's CEO and did not receive any portion of his STI award. Please refer to the Post-Employment Payments section of this proxy statement for further details of Mr. Beharelle's resignation.

2022 Individual Performance Goals
Mr. Cooper's individual performance incentive for 2022 was based on specific performance goals involving his areas of responsibility including driving consistent organic growth, leadership development, HCM, reducing the impact of economic cycles, driving stakeholder value, leading industry disruption, and risk management leadership. At the end of the year, each director, except Mr. Cooper, independently evaluated each area of Mr. Cooper's performance. The evaluations were aggregated and discussed at the December 2022 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. Cooper performed at a level that entitled him to receive 100% of his target for the individual performance component of the STI plan, or $412,500.
Mr. Beharelle's individual performance incentive for 2022 was based on specific performance goals involving his areas of responsibility including driving consistent organic growth, leadership development, HCM, reducing the impact of economic cycles, driving stakeholder value, leading industry disruption, and risk management leadership. Under the terms of Mr. Beharelle's separation from the Company, he received none of his individual performance incentive for 2022.
The individual performance goals for other NEOs focused on categories such as growth, HCM, profit and loss responsibilities, strategic planning, change leadership, and our ethics program. Based on Mr. Cooper's recommendations and Ms. Owen's recommendations, where applicable, as reviewed and approved by the Compensation Committee, Mr. Gafford received 100%, Ms. Owen received 100%, Mr. Schweihs received 112%, and Mr. Ferencz received 100% of his or her respective target for the individual performance component of the STI plan.
2022 Company Adjusted EBITDA Performance
The Company's Adjusted EBITDA target for the STI plan in 2022 was $116.3 million, with the threshold set at $111.1 million and maximum set at $126.7 million. As a result of the Company's performance, Adjusted EBITDA was $117.0 million, and as a result, Messrs. Cooper, Gafford, and Ferencz earned a payout at 106.7% of target for this component of the STI plan.
2022 Business Unit Adjusted EBITDA Performance
The 2022 STI opportunity for Ms. Owen included a component focused on the performance for PeopleReady, and a competent for PeopleScout, the business units under her management for the entirety of 2022; since Ms. Owen did not assume the role as Chief Operating Officer for TrueBlue until late in 2022, the Compensation Committee decided that no modification to her STI award was necessary. The 2022 Adjusted EBITDA target for PeopleReady was $92.3 million, with a threshold at $88.2 million, and the maximum at $100.5 million. PeopleReady's actual Adjusted EBITDA was $87.8 million resulting in no payout to Ms. Owen related to this component of her STI plan. The 2022 Adjusted EBITDA target for PeopleScout was $38.7 million, with a threshold at $36.9 million and the maximum at $42.3 million. PeopleScout's actual Adjusted EBITDA was $44.8 million resulting in maximum payout to Ms. Owen related to this component of her STI plan.
The 2022 STI opportunity for Mr. Schweihs included a component focused on the performance for PeopleManagement, the specific business unit under his management. The 2022 Adjusted EBITDA target for PeopleManagement was $14.1 million, with the threshold at $13.5 million and the maximum at $15.4 million. PeopleManagement's actual Adjusted EBITDA was $15.8 million, resulting in the maximum payout to Mr. Schweihs for this component of his STI plan.
TrueBlue, Inc. 2023 Proxy Statement  P. 37

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
2022 Company Relative Revenue Growth Performance
The Compensation Committee originally selected the following Revenue Peer Group (as measured by specific revenue segments) for the relative revenue growth component of the 2022 STI plan: Manpower Group, Inc. (U.S. Manpower brand), Randstad N.V. (U.S. Staffing/In-House), Volt Information Sciences, Inc. (North American Staffing), Kelly Services, Inc. (Professionals & Industrial - Americas Staffing), and Adecco Group (North America General Staffing). During 2022, however, Volt Information Sciences ceased being publicly traded and was removed from the relative peer component of the STI plan. In each case, the Compensation Committee selected the reporting segment most comparable to the Company's business, adjusted for organic results, consistent billing days, constant currency, and similar factors. The Company's relative revenue growth target as compared to the Revenue Peer Group for the 2022 STI plan was 0%, or the same revenue growth as the average revenue growth for the Revenue Peer Group, with the threshold set at -5% and maximum set at the Company's revenue growth being 5% greater than the average revenue growth of the Revenue Peer Group. As a result of the NEOs' management efforts during 2022, the Company achieved revenue growth that was 9.1% greater than the average revenue growth of the Revenue Peer Group during 2022. As a result, the NEOs earned the maximum payout for this component of the STI plan.
Long-Term Equity Incentive Plan
Similar to previous years, the 2022 annual equity awards for NEOs were comprised of a combination of RSU and PSU awards. The value of the annual long-term equity awards is allocated equally between annual PSU grants and RSU grants to provide an appropriate balance between long-term performance incentives and retention goals. RSUs granted in 2022 to the NEOs other than Mr. Cooper vest in equal annual installments over three years. The RSUs granted to Mr. Cooper in 2022 will cliff vest on the earlier of (1) the third anniversary date of the grant, or (2) the appointment of a new, Board approved CEO, if Mr. Cooper provides the Board with at least 120 calendar days’ advanced written notice of his intent to terminate employment and/or retire; however, if the appointment of a new, Board approved CEO occurs before the first anniversary of the date of grant, only one-third of the RSUs will vest and the remaining two-thirds of the RSUs will be forfeited.
2022 Award of RSUs
The number of RSUs granted was calculated by dividing the target dollar value of the award by the average closing price of the Common Stock during the 60 trading days preceding and including the grant date. The annual grant date is the second trading day after the announcement of fourth quarter and year-end results, which, for the 2022 grant, was February 4, 2022.
2022 Award of PSUs
In December 2021, the Compensation Committee determined that ROE was the best available measure of the Company's performance to align our NEO's interests with shareholders. As in prior years, the Compensation Committee determined that a return metric has a high correlation with value creation for shareholders. Among other benefits, maintaining long-term ROE encourages our NEOs to make business decisions with a focus on the effective use of capital.
As such, the PSUs awarded in 2022 are earned and have the potential to vest depending on the Company’s cumulative average ROE over a three-year performance 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 Common Stock during the 60 trading days preceding and including the grant date. Mercer recommended this 20% discount to reflect the contingent nature of the PSUs and the risk of forfeiture.
The Compensation Committee established and approved threshold, target, and maximum vesting rates of PSUs 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 and vested at the end of the three-year award period will be determined by the ROE achieved during the performance period as shown in the table below.
3-Year average ROE
Performance Target
% of Target PSUs Earned
3-Year Average Return on Equity
Maximum
18%
150%
Target
14%
100%
Threshold
10%
50%
Additional 2022 NEO Compensation Considerations
2022 Promotion Award
Consistent with our policy regarding equity grants upon promotion, on October 3, 2022, Ms. Owen received a grant of RSUs valued at $264,000 as an award for her promotion to President, Chief
Operating Officer of the Company. 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 60 trading days preceding and including the grant date. This promotional award will vest in equal annual installments over four years.
TrueBlue, Inc. 2023 Proxy Statement  P. 38

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
2022 Signing Bonus
Upon being reinstated as the Company's CEO, Mr. Cooper received a $250,000 signing bonus. The Compensation Committee felt this was an appropriate incentive to encourage Mr. Cooper to come out of retirement and provide stability to the executive team in the transition of CEOs.
2021 Retention PSU Award Determination (2021-2022 Performance Period)
In 2021 the Compensation Committee considered the need to ensure the retention and engagement of the experienced and tenured leadership of the Company during the Company's recovery from the pandemic-related recession and in light of the increasingly competitive market for talent in the industry and made certain one-time additions to the compensation packages of three NEOs.
Ms. Owen, and Messrs. Gafford and Schweihs received one-time retention grants of PSUs (“Retention PSUs”) with a grant date of February 5, 2021.
The Retention PSU grants, were based on a target value of $700,000 for Ms. Owen, $600,000 for Mr. Schweihs, and $400,000 for Mr. Gafford. Up to 50% of these awards may vest on the second anniversary of the grant for the 2021-2022 performance 
period (“Tranche 1”), and up to 50% plus any portion of Tranche 1 not previously earned can be earned based on performance over the 2021-2023 performance period and vest on the third anniversary of the grant (“Tranche 2”), in each case, only if certain individual performance criteria are met. In no event will more than 100% of the award be earned by the NEOs. These Retention PSUs are completely at risk and will not vest in any amount if the individual performance goals are not met. The individual performance goals are oriented to the long-term strategic growth plans of each individual's business unit or support function. The Compensation Committee calculated the target number of Retention PSUs awarded by dividing the target dollar value of the award by the average closing price of the Common Stock during the 60 trading days preceding and including the grant date.
In January 2023, the Compensation Committee met and discussed the level of achievement of each of the executives' individual performance goals for Tranche 1 within their respective Retention PSU performance criteria. As a result of those discussions, Ms. Owen and Messrs. Gafford and Schweihs earned 40%, 40%, and 50%, of their respective Retention PSUs which resulted in the vesting of that portion of the Retention PSUs into shares of Common Stock on February 5, 2023. Ms. Owen and Messrs. Gafford and Schweihs may earn up to 60%, 60%, and 50%, for Tranche 2 of their respective Retention PSUs.
2022 Total Target Long-Term Incentive Awards
The following table sets forth the total allocation of RSU and PSU awards to our NEOs during 2022:
NEO
New
Hire/Promotional
RSU Grants as a
% of Base Salary
Total Annual
Equity Grant as a
% of Base Salary
Components of Total
Annual Equity Grant
Restricted
Stock Units
as a % of
Base Salary
​PSUs
as a % of
Base Salary
Steven C. Cooper(1)
350%
A. Patrick Beharelle
350%
175%
175%
Derrek L. Gafford
150%
75%
75%
Taryn R. Owen(2)
40%
175%
87.5%
87.5%
Carl R. Schweihs
110%
55%
55%
Garrett R. Ferencz
125%
62.5%
62.5%
(1)
Effective June 14, 2022, Mr. Cooper was reinstated as the Company's CEO. This amount reflects the grant he received upon rejoining the Company. He did not receive an annual equity grant because his effective start date was after the annual grant date.
(2)
Ms. Owen received a promotional RSU award upon assuming the additional role as President and Chief Operating Officer of the Company on September 22, 2022; no changes were made to the other components of her 2022 compensation.
2020 PSU Award Determination (2020-2022 Performance Period)
Messrs. Gafford and Schweihs and Ms. Owen each received PSUs as a component of their total long-term equity awards in 2020, a portion of which vested based on the Company's average ROE over the three-year performance period. During 2020, the first year of the performance period, the Company's ROE dropped significan