Carl Schweihs
About Carl Schweihs
Carl R. Schweihs, 40, is Executive Vice President and Chief Financial Officer of TrueBlue, Inc. (NYSE: TBI) since October 30, 2023, after leading the PeopleManagement division as EVP and President (2019–2023) and earlier holding senior finance roles including SVP Strategic Accounts, VP Finance, and Controller; he joined TrueBlue via the Seaton acquisition in 2014 and previously held finance leadership roles at Seaton and Grant Thornton . His compensation programs emphasize pay-for-performance, with 2024 short‑term incentives tied to Company Adjusted EBITDA and Relative Revenue Growth (both paid 0% in 2024) and individual performance (paid at the maximum for him), and long‑term incentives split 50% time‑vested RSUs and 50% PSUs with three‑year aggregate Adjusted EBITDA and rTSR metrics and defined peer groups .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrueBlue, Inc. | Chief Financial Officer, EVP | Oct 2023–present | Promoted to CFO to lead finance organization; described as “strong leader” with “value‑enhancing insights” aligned with strategic vision . |
| TrueBlue, Inc. (PeopleManagement) | EVP & President | Jun 2019–Oct 2023 | Led TrueBlue’s on‑site industrial staffing and commercial driver services; division includes Staff Management |
| TrueBlue, Inc. | SVP, Strategic Accounts | Jun 2017–Jun 2019 | Senior commercial role overseeing key accounts . |
| TrueBlue, Inc. | VP Finance; Controller | Nov 2015–Jun 2017; Jun 2014–Nov 2015 | Advanced finance leadership; integration post‑Seaton acquisition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seaton | Finance leadership roles | Pre‑2014 | Finance leadership prior to acquisition by TrueBlue . |
| Grant Thornton | Finance leadership roles | Pre‑2014 | Varied finance leadership roles . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $508,493 | $550,000 |
| Target Bonus % of Salary | — | — | 75% (Offer Letter) |
| Non‑Equity Incentive Paid ($) | $585,000 | $283,500 | $247,500 |
| Stock Awards ($) | $618,221 | $746,164 | $869,480 |
| All Other Compensation ($) | $10,273 | $11,250 | $5,750 |
| Total Compensation ($) | $1,713,494 | $1,549,407 | $1,672,730 |
Additional CFO offer terms (effective Oct 30, 2023):
- Base salary $550,000; Target annual bonus $412,500 (75%); Target annual equity grant $962,500 (175%); Promotional RSUs $220,000 (40%) .
Performance Compensation
2024 Short‑Term Incentive (STI) Structure and Outcome
| Component | Weighting | Threshold | Target | Maximum | 2024 Actual (CFO) |
|---|---|---|---|---|---|
| Individual Performance | 50% | N/A | $206,250 | $247,500 (120% of target) | $247,500; equal to individual maximum |
| Company Adjusted EBITDA | 25% | $25,781 | $103,125 | $206,250 | $0; Company EBITDA below threshold |
| Company Relative Revenue Growth | 25% | −5% | 0% | +5% | $0; Company revenue below peer range |
| Total STI Award ($) | — | — | $412,500 | — | $247,500 (60% of target) |
Notes:
- Individual component had up to 120% payout; EBITDA and revenue components paid 0% in 2024 .
- CFO’s actual STI award was $247,500 (60% of $412,500 target), reflecting maximum individual performance and zero from financial metrics .
2024 Long‑Term Incentive (LTI) Program
| Element | Weighting | Grant Date | Target Shares/Units | Grant Date FV ($) | Vesting / Performance |
|---|---|---|---|---|---|
| RSUs | 50% of LTI | 2/23/2024 | 33,941 | $381,836 | Time‑vested over 3 years; annual grants set by 60‑day avg price . |
| PSUs – 3‑Yr Aggregate Adjusted EBITDA | 35% of LTI (70% of PSUs) | 3/7/2024 | 30,581 target; 15,291 threshold; 45,872 max | $356,574 | Performance period 2024–2026; EBITDA targets: $116M thr, $166M tgt, $216M max ⇒ 50%/100%/150% earn‑out . |
| PSUs – 3‑Yr rTSR | 15% of LTI (30% of PSUs) | 3/7/2024 | 13,107 target; 6,554 thr; 19,661 max | $131,070 | rTSR vs peer group; 25th/50th/75th percentiles ⇒ 50%/100%/150% earn‑out . |
| 2024 PSU max value (illustrative) | — | — | — | $731,478 (at maximum) | Based on grant date prices of $11.66 (EBITDA PSUs) and $10.00 (rTSR PSUs) . |
Additional LTI context:
- 2022 PSU award (ROE metric for 2022–2024) earned 0% as Company ROE was 5.7% vs 10% threshold .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Carl R. Schweihs | 169,051 | * (<1%) |
- Company stock ownership guidelines: CFO must hold 3× annual RSU grant; effective multiple equals 2.63× 2024 salary; on track to meet by Oct 30, 2028. Unvested RSUs count toward compliance; PSUs do not .
Outstanding Equity Awards (as of Dec 29, 2024; close price $7.87)
| Grant Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSU | 2/4/2022 | 3,365 | $26,483 |
| RSU | 2/3/2023 | 9,154 | $72,042 |
| RSU | 11/1/2023 | 11,566 | $91,024 |
| RSU | 2/23/2024 | 33,941 | $267,116 |
| PSU – EBITDA (2024 grant) | 3/7/2024 | 30,581 (unearned) | $240,672 |
| PSU – rTSR (2024 grant) | 3/7/2024 | 13,107 (unearned) | $103,152 |
Deferred Compensation
| Item | Amount ($) |
|---|---|
| 2024 Executive Contributions | $49,420 |
| 2024 Company Contributions | $5,750 |
| 2024 Aggregate Earnings | $56,477 |
| 2024 Aggregate Withdrawals | $56,742 |
| Aggregate Balance at FYE | $580,975 |
Clawbacks: Company adopted SEC/NYSE‑aligned Incentive Compensation Recovery Policy effective Sep 14, 2023 covering current/former NEOs; recovery applies for accounting restatements, regardless of misconduct. Legacy clawback policy (pre‑Sep 14, 2023) remains applicable to prior awards .
Employment Terms
- At‑will employment; arbitration of disputes under AAA Employment Arbitration Rules; Illinois law governs .
- Severance (non‑CIC): If terminated without Cause or for Good Reason, 12 months base salary paid over the “Severance Period” plus accelerated vesting as if employed 12 months post‑termination, subject to release and covenant compliance .
- Change‑of‑Control: Double‑trigger vesting—upon CIC followed by termination without Cause or for Good Reason, all restricted shares/RSUs/PSUs become fully vested; PSUs vest at target (Committee may deem max). CIC defined by asset sale, 25%+ acquisition, board turnover, or mergers reducing pre‑CIC shareholders below 50% voting power .
- Hypothetical termination economics (as of Dec 29, 2024):
- After CIC: Cash $1,925,000; equity vesting $941,606; benefits — .
- Before CIC: Cash $797,500; equity vesting $552,545; benefits — .
- Restrictive covenants:
- Non‑competition: 12 months post‑termination across broad “Business Area” geographies; exceptions for ≤5% passive stakes in public companies .
- Non‑solicit employees/candidates/clients: 24 months; restrictions on solicitation, inducement, and acceptance of business from clients in staffing services .
- Confidentiality and return of company property obligations during employment and in perpetuity thereafter .
Investment Implications
- Pay‑for‑performance alignment is evident: 2024 STI tied to Company Adjusted EBITDA and Relative Revenue Growth paid 0%, while individual performance paid at maximum; 2022 PSU tranche earned 0% on ROE, reinforcing linkage to financial outcomes .
- Forward LTI metrics (3‑year aggregate Adjusted EBITDA and rTSR with 70%/30% weighting) and defined rTSR peer group should reduce discretion and align with shareholders; PSU earn‑outs scale 50%–150% against explicit targets/percentiles .
- Retention risk moderated by 12‑month severance and double‑trigger CIC protections, plus a 12‑month non‑compete and 24‑month non‑solicit provisions; ownership guidelines (3× RSU grant) with an “on track” status by Oct 2028 support alignment without pledging disclosures .
- Execution risk: Company missed 2024 thresholds for EBITDA and relative revenue vs peers, implying pressure on future PSU realization unless performance improves; this could suppress insider selling pressure near term as unearned PSUs carry no value until performance accruals improve .