Gerald R. Blotz
About Gerald R. Blotz
Gerald R. Blotz, age 55, is Chief Operating Officer at BBSI. He joined BBSI in May 2002 (San Jose Area Manager), was promoted to Vice President, COO–Field Operations in May 2014, and became Executive Vice President in May 2020; prior to BBSI, he was President and COO of ProTrades Connection, helping build it to 44 offices in four states . Company performance during his tenure shows strong multi-year improvement: value of a $100 investment in BBSI rose from $77 (2020) to $207 (2024); net income increased from $33,765k (2020) to $52,993k (2024); gross billings rose from $5,924,539k (2020) to $8,327,091k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BBSI | Area Manager, San Jose | 2002–2014 | Built field operations leading to later COO promotions |
| BBSI | VP, COO – Field Operations | 2014–2020 | Led field operations nationally |
| BBSI | Executive Vice President | 2020–present | Senior leadership of operations |
| ProTrades Connection | President & COO | Pre-2002 | Instrumental in expanding ProTrades to 44 offices in four states |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProTrades Connection | President & COO | Pre-2002 | Scaled operations to 44 offices across four states |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $514,692 | $530,961 | $553,269 |
| Target Bonus % of Base | 80% (Committee policy for Blotz) | 80% | 80% |
| Discretionary Bonus ($) | $104,000 | $107,000 | $89,600 |
| Non-Equity Incentive Plan Paid ($) | $607,886 | $382,421 | $474,319 |
| All Other Compensation ($) | $12,200 | $33,800 | $37,250 |
| Total Compensation ($) | $1,914,724 | $1,669,413 | $1,846,310 |
Performance Compensation
Annual Incentive Plan (2024)
- Structure: 80% tied to corporate performance goals and 20% discretionary; Blotz target corporate bonus $358,400 and discretionary bonus $89,600 .
- Corporate metrics weighted equally across four goals; payouts scaled from 25% at minimum to 200% at maximum achievement .
- Actual 2024 non-equity incentive paid to Blotz: $474,319 .
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Gross billings growth | 25% | 8.20% | 7.92% | 91% |
| Net income | 25% | $41,770,868 | $52,993,307 | 200% |
| Gross margin % of gross billings | 25% | 2.91% | 3.04% | 167% |
| Worksite employee adds (new clients) | 25% | 20,636 | 19,435 | 71% |
Long-Term PSUs
- 2024 PSU grants: tied to cumulative gross billings and net income before taxes for the 3-year period ending Dec 31, 2026; 50% weighting to each metric; payouts adjust ±2.5% per 1% variance, with 80% minimum threshold and 200% maximum per metric .
- 2022 PSU outcomes (for 3-year period ended Dec 31, 2024): net income before taxes achieved at 117.1% → 142.7% payout; gross billings achieved at 100.7% → 101.7% payout; overall payout ~122.2%. Settled Feb 24, 2025 with shares issued to Blotz: 13,729 .
| PSU Grant Year | Performance Period | Metric | Weight | Target Achievement | Payout % | Vesting/Settlement | Shares to Blotz |
|---|---|---|---|---|---|---|---|
| 2024 | 2024–2026 | Gross billings (cumulative) | 50% | N/A | N/A | Determined post-2026 | N/A |
| 2024 | 2024–2026 | Net income before taxes (cumulative) | 50% | N/A | N/A | Determined post-2026 | N/A |
| 2022 | 2022–2024 | Net income before taxes | 50% | 117.1% | 142.7% | Settled Feb 24, 2025 | 13,729 |
| 2022 | 2022–2024 | Gross billings | 50% | 100.7% | 101.7% | Settled Feb 24, 2025 | 13,729 total issuance included |
RSUs and 2024 Grants
- 2024 RSU grant value to Blotz: $447,977 (13,729 shares based on grant-date price; vests in equal annual installments per schedule) .
- Matching RSUs under NDCP in 2024: 608 shares ($19,839 grant-date fair value) .
Equity Ownership & Alignment
- Beneficial ownership: 289,096 shares (1.1% of outstanding) .
- Options exercisable within 60 days: 80,000 shares .
- Anti-hedging and pledging: Executives prohibited from hedging; pledging requires advance approval; as of the proxy, no executive or director has pledged shares .
- Stock ownership guidelines: Executives must hold ≥3x base salary; compliance status: all executives met guidelines or are on track .
| Component | Detail |
|---|---|
| Total beneficial ownership | 289,096 shares; 1.1% of outstanding |
| Options – exercisable | 80,000 at $20.55, expiring 3/28/2028 (plus 80,000 unexercisable) |
| Options – other legacy grant | 22,500 at $7.50, expiring 2/1/2025 |
| Unvested RSUs (key schedules) | 6,644 vest 7/1/2025 (full) ; 13,788 vest in two equal annual installments beginning 7/1/2025 ; 15,644 vest in three equal annual installments beginning 7/1/2025 ; 608 vest 1/1/2029 (full) |
| Unearned PSUs outstanding (as of 12/31/2024) | 5,618 and 7,166 (performance tranches) with market/payout values noted; vest contingent on goals |
| Ownership policy compliance | ≥3x salary guideline; executives compliant/on track |
| Hedging/pledging | Hedging prohibited; pledging requires approval; none pledged |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective March 5, 2020; term ending July 1, 2025 with automatic one-year extensions annually unless 90 days’ nonrenewal notice |
| Severance (no CIC) | Lump sum equal to base salary + target bonus; for Blotz: $1,008,000; RSU acceleration value $963,847; total $1,971,847 (based on $43.44/share on 12/31/2024) |
| Change in Control (CIC) | 3x (base salary + target bonus) cash; for Blotz: $3,024,000; equity becomes fully exercisable/vested upon CIC (single trigger for options/RSUs), regardless of termination; aggregate CIC equity value $4,021,141; total $7,045,141 (subject to 280G cutback) |
| Non-compete / Non-solicit | Post-termination non-compete and nonsolicit apply for 12 months for Blotz |
| Death benefit | Lump sum $1,000,000 to designated beneficiary (for Blotz) |
| Disability/death vesting | All unvested RSUs and stock options vest in full upon death or termination due to disability |
| Clawback policy | Nasdaq-compliant clawback adopted Oct 2023; recovers incentive comp tied to financial reporting measures for 3 years preceding any restatement |
| Insider trading/10b5-1 | No Rule 10b5-1 or non-Rule 10b5-1 trading plans entered by executives in 2024 |
Nonqualified Deferred Compensation (NDCP)
| Metric | 2024 |
|---|---|
| Executive contributions | $84,692 |
| Company contributions | — |
| Aggregate earnings | $5,765 |
| Withdrawals/Distributions | $(12,873) |
| Aggregate balance at 12/31/2024 | $131,413 (includes $99,692 previously reported) |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – value of $100 investment | $77 | $79 | $109 | $137 | $207 |
| Net income ($USD thousands) | $33,765 | $38,079 | $47,268 | $50,612 | $52,993 |
| Gross billings ($USD thousands) | $5,924,539 | $6,569,986 | $7,393,808 | $7,716,152 | $8,327,091 |
Compensation Committee, Peer Benchmarking, and Say-on-Pay
- Compensation Committee: Vincent P. Price (Chair), Thomas B. Cusick, Joseph S. Clabby; updated clawback policy; retains Mercer for compensation advice and peer group updates .
- 2024 say-on-pay approval: more than 93% of votes cast approved executive compensation .
- Advisory vote cadence: annual; next advisory vote planned for 2026 .
Investment Implications
- Alignment: Blotz’s compensation is heavily tied to performance via annual metrics and multi-year PSUs focused on gross billings and profitability; strong 2022 PSU payouts and 2025 share issuance underscore alignment with value creation .
- Retention risk: Employment agreements with 12-month non-compete, severance, and CIC economics reduce flight risk; automatic renewals through July 2025 and beyond add stability .
- Insider selling pressure: Known annual RSU vest dates (beginning July 1 each year with multi-year installment schedules) can create periodic supply; however, no 10b5-1 plans were entered in 2024 and pledging is prohibited with none outstanding, mitigating forced selling signals .
- Change-in-control optics: Single-trigger equity vesting upon CIC plus 3x cash severance could be investor-sensitive; presence of 280G cutback mitigates excise tax risk .
- Governance quality: Robust anti-hedging, ownership guidelines (≥3x salary) with compliance/on-track status, and an updated clawback policy support shareholder alignment; strong say-on-pay support (93%) indicates investor confidence in pay design .