Thomas B. Cusick
About Thomas B. Cusick
Thomas B. Cusick (age 57) is an independent director of Barrett Business Services, Inc. (BBSI) and has served on the board since 2016. He is a former Executive Vice President and COO of Columbia Sportswear (2017–2021) and previously served as Columbia’s EVP & CFO (2015–2017), after joining Columbia in 2002 as Corporate Controller and later CFO in 2009. Earlier, he worked at Cadence Design Systems/OrCAD and began his career at KPMG; he holds a B.S. in accounting from the University of Idaho. Cusick currently chairs BBSI’s Audit and Compliance Committee and is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Sportswear Company | Executive Advisor | 2021–Aug 2023 | Senior advisory capacity following C-suite roles |
| Columbia Sportswear Company | EVP & Chief Operating Officer | Jul 2017–2021 | Oversaw operations at a Nasdaq-listed global apparel/footwear company |
| Columbia Sportswear Company | EVP & Chief Financial Officer | 2015–2017 | Led finance; prior promotions from Corporate Controller (2002) and CFO (2009) |
| Cadence Design Systems / OrCAD | Finance roles | ~1995–2002 | Public company systems design enablement; integration experience post-acquisition |
| KPMG LLP | Public accounting | Early career | Foundation in audit/accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rather Outdoors Corporation (private) | Director; Audit Committee Chair | Current | Leads audit oversight for fishing equipment company |
Board Governance
- Independence: The Board determined Cusick is independent under Nasdaq Rule 5605(a)(2).
- Committee assignments: Audit & Compliance (Chair); Compensation Committee (Member). Audit Committee held 5 meetings in 2024; Compensation held 7.
- Audit expertise: Board confirmed Cusick as an SEC “audit committee financial expert”; all Audit Committee members meet financial literacy/independence requirements.
- Board leadership: Independent Chairman (Anthony Meeker) and Vice Chairman (Joseph S. Clabby); outside directors hold executive sessions at least twice per year.
- Attendance: Board met 7 times in 2024; each director attended at least 93% of Board and committee meetings during service.
Fixed Compensation (Director)
| Component | Detail | Amount |
|---|---|---|
| Annual retainer (cash) | Outside director retainer (2024) | $65,000 |
| Audit Committee chair fee | Annual chair retainer | $15,000 |
| Compensation Committee member fee | Annual member retainer | $5,000 |
| Total cash fees (2024) | Cusick fees earned | $85,000 |
| Equity award (RSUs) | Grant date: Jul 1, 2024; 3,064 RSUs; grant-date price $32.63; vest Jul 1, 2025 | $99,978 |
| Total director comp (2024) | Cash + equity | $184,978 |
- Director equity cadence: Outside directors each held 3,064 RSUs at 12/31/2024; only Carley held options (25,000); no options disclosed for Cusick.
- Retainer change: Non-employee director retainer increased to $70,000 effective Jan 1, 2025 (ownership guideline uses this rate).
Performance Compensation (Director)
- BBSI non-employee director pay does not use performance-based metrics; RSU awards are time-based vesting (1-year) for directors. No meeting fees disclosed.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Related-Party Notes |
|---|---|---|---|
| Rather Outdoors Corporation | Private | Director; Audit Chair | No BBSI-related transactions disclosed involving Cusick; Audit Committee reviews any related-person transactions. |
- Board noted certain relationships for other directors (Moradi with Patriot Growth; Price with Cambia/Regence administrative services) but none for Cusick.
Expertise & Qualifications
- Financial leadership: Former public-company CFO/COO (Columbia).
- Audit oversight: SEC-designated audit committee financial expert; chairs BBSI’s Audit Committee.
- Accounting credential: B.S. in accounting (University of Idaho); public accounting foundation at KPMG.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 27,776 shares; less than 1% of outstanding (25,680,212 shares as of 4/7/2025) |
| Unvested RSUs (director equity) | 3,064 RSUs at 12/31/2024 (vest Jul 1, 2025) |
| Options | None disclosed for Cusick; only Carley had director options |
| Anti-hedging/pledging policy | Hedging prohibited; pledging requires prior approval; as of proxy date, no director/executive had pledged BBSI shares |
| Stock ownership guideline | Non-employee directors: 3x annual cash retainer ($70,000 effective 1/1/2025), to be met within 3 years of first election |
| Guideline compliance | All non-employee directors have met or are on track to meet guidelines |
Insider Trading & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16 filings (2024) | All reporting persons timely except Clabby (one late Form 4); no late filing indicated for Cusick |
| 10b5-1 / non-10b5-1 plans (2024) | None entered by directors/executives during 2024 |
| Pledged shares | None as of proxy date |
Compensation Committee Analysis (Context; Cusick is a member)
- Committee independence: Price (Chair), Cusick, Clabby—each independent under Nasdaq rules; seven meetings in 2024.
- Consultant: Mercer engaged in 2023–2024; Compensation Committee determined no conflicts; Mercer advised on executive/director programs.
- Program risk review: Committee concluded the compensation program is not likely to encourage excessive risk (April 2025 review).
- Shareholder support: Say-on-pay approval exceeded 93% at the 2024 annual meeting.
Governance Assessment
-
Strengths:
- Independent director with deep CFO/COO experience; designated audit financial expert; chairs Audit Committee—positive for oversight quality.
- High engagement: Board and committees met frequently; directors maintained ≥93% attendance.
- Alignment mechanisms: Time-based RSU grants; robust anti-hedging/pledging policy; director ownership guidelines with broad compliance.
- Process quality: Separation of Chair/CEO roles; executive sessions; independent compensation consultant with no conflicts.
-
Potential watch items:
- Multi-committee workload (Audit Chair + Compensation member) concentrates oversight responsibilities—requires continued monitoring of attendance/engagement; current attendance data mitigates concern.
- No specific related-party ties disclosed for Cusick; maintain ongoing review via Audit Committee processes.
RED FLAGS: None identified specific to Cusick (no related-party transactions, no pledging, timely Section 16 compliance). Continue monitoring for any emerging interlocks or changes in independence.