TRUEBLUE INC (TBI)
Sector: Industrials
2026 Annual Meeting Analysis
TRUEBLUE INC · Meeting: May 11, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since September 2023, Ms. Owen's tenure meaningfully overlaps with TrueBlue's severe 3-year stock decline of -78.9%, which underperforms the company's own disclosed peer group median by 52.1 percentage points — well above the 20-point threshold that triggers an against vote; the 5-year TSR of -83.8% versus peer median of -21.8% (gap of -62.0pp, exceeding the 20pp threshold) confirms this is sustained underperformance, not a transient dip, so no 5-year mitigant applies.
Mr. Kreidler has served since July 2020, meaning his tenure fully covers the 3-year underperformance period during which TrueBlue's stock fell -78.9% while the peer median fell only -26.8%, a gap of 52.1 percentage points exceeding the 20-point trigger; the 5-year data (-83.8% vs peer median -21.8%, gap -62.0pp) also exceeds the threshold, confirming sustained underperformance with no 5-year mitigant available.
Mr. Goings has served since April 2016, fully covering both the 3-year and 5-year underperformance periods; TrueBlue's 3-year TSR of -78.9% trails the peer median by 52.1 percentage points (threshold: 20pp), and the 5-year gap of -62.0pp also exceeds the threshold, so no 5-year mitigant applies.
Ms. Harris Jones has served since May 2016, fully covering both the 3-year and 5-year underperformance periods; TrueBlue's 3-year TSR of -78.9% trails the peer median by 52.1 percentage points and the 5-year gap of -62.0pp both exceed the 20-point trigger threshold, with no 5-year mitigant available.
Ms. Lontoh joined in October 2021, over 24 months ago, and her tenure fully overlaps the 3-year underperformance period; TrueBlue's 3-year TSR of -78.9% underperforms the peer median by 52.1 percentage points (threshold: 20pp), and the 5-year gap also exceeds the threshold, so no 5-year mitigant applies.
Mr. Reitz joined in August 2023, which is more than 24 months ago but covers roughly half the 3-year measurement window; under the policy, directors who joined more than 24 months ago but whose tenure covers less than half the underperformance period receive a proportional flag rather than automatic against — however, his tenure does cover at least half of the period, and the underperformance gap of 52.1 percentage points is extremely severe (more than double the 20pp threshold), warranting an against vote; additionally, as a sitting CEO of Titan International, he holds 2 public board seats total (including TBI), which is at the limit but does not independently trigger the overboarding rule.
Ms. Savacool has served since July 2018, fully covering both the 3-year and 5-year underperformance periods; TrueBlue's 3-year TSR of -78.9% underperforms the peer median by 52.1 percentage points and the 5-year gap of -62.0pp both well exceed the 20-point trigger threshold, with no 5-year mitigant available.
For Analysis
Mr. Greenblatt joined the board in January 2026, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings relevant human capital industry experience as founder and former CEO of Sterling Check Corporation.
Mr. Seward joined the board in January 2026, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings relevant adjacent-industry and operational experience from senior roles at UPS, Stericycle, and Vestis Corporation.
Seven of nine nominees receive an AGAINST vote due to TrueBlue's severe and sustained stock underperformance — the stock has lost 78.9% over three years while the company's own peer group median declined only 26.8%, a gap of 52.1 percentage points that far exceeds the 20-point trigger threshold for negative absolute TSR. The two new directors appointed in January 2026 (Greenblatt and Seward) are exempt from the trigger as they joined within the past 24 months. The 5-year data confirms the underperformance is not a recent blip, so no mitigant applies for any of the longer-tenured directors.
Say on Pay
✓ FORCEO
Taryn R. Owen
Total Comp
$4,614,104
Prior Support
87%%
The prior say-on-pay vote received 87% support (well above the 70% threshold that would require demonstrated change), and the compensation structure includes meaningful performance-based elements: 50% of the short-term incentive is tied to financial metrics (Adjusted EBITDA and relative revenue growth), and the long-term equity program uses performance stock awards with Adjusted EBITDA and relative total shareholder return hurdles, with 2023 performance stock awards paying out nothing due to missed targets. CEO total compensation of $4,614,104 is not flagged as materially above benchmark for a CEO role given the company's market cap band, and the pay-for-performance alignment check is partially satisfied by the fact that actual incentive payouts were curtailed by missed financial targets — no Adjusted EBITDA payout was earned on the short-term plan and the 2023 performance stock award cycle paid zero, reflecting genuine downside sensitivity in the incentive structure.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
16 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte has served as TrueBlue's auditor since 2009 (approximately 16 years), which is below the 25-year tenure threshold that would trigger a no vote; the proxy does not include a detailed fee table in the extracted text, so the non-audit fee ratio cannot be independently calculated, but no fee-related concerns were flagged in the filing, and Deloitte is a Big 4 firm appropriate for a company of this size.
Overall Assessment
TrueBlue's 2026 annual meeting ballot is dominated by a severe stock underperformance problem: the company's shares have lost nearly 79% over three years while the company's own peer group fell only about 27%, prompting against votes for seven of the nine director nominees (all those with tenure exceeding 24 months, including the CEO in her capacity as a director). The say-on-pay and auditor ratification proposals both pass policy screens and receive for votes, supported by an 87% prior-year say-on-pay result and evidence that executive incentive pay was genuinely curtailed by missed financial targets in 2025.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing