Colleen Brown
About Colleen B. Brown
Independent director of TrueBlue, Inc. (TBI), age 66, serving since June 2014. She is Chair of the Corporate Governance and Nominating Committee (since June 2022) and a member of the Compensation and Innovation & Technology Committees. Brown’s background includes CEO and senior executive roles in media and technology, with NACD credentials (Leadership Fellow, Blue Ribbon Commission, Director certifications). Independence affirmed by the Board; 2024 attendance met the ≥75% threshold.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fisher Communications, Inc. | Director, President, CEO | Not disclosed | Led strategic planning and operations; media/technology leadership |
| Spark Networks SE | Chairperson and CEO | Not disclosed | Turnaround/leadership; digital consumer platform oversight |
| PANARCHY.IO | Senior Strategist | Not disclosed | AI and network system design strategy |
| Marca Global | Founder & Managing Director | Not disclosed | Digital technology venture creation and management |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Big 5 Sporting Goods Corporation | Director | Public | Current |
| Bakkt | Director | Public | Current |
| Port Blakely | Director | Private | Current |
| Twin Cities Public Television (PBS) | Trustee | Nonprofit | Current |
| University of Dubuque | Trustee | Nonprofit | Current |
| Prior: American Apparel; Fisher Communications; CareerBuilder; Classified Ventures (Cars.com) | Board roles; some Chair | Various | Prior roles |
Board Governance
- Committee assignments: Governance (Chair), Compensation, Innovation & Technology (I&T). Governance oversees board membership, evaluations, CEO succession, director pay, conflicts/related-party reviews; Compensation oversees executive pay, HCM risk; I&T oversees technology, cybersecurity, AI. Governance/Comp each met 5 times; I&T met 4 times in 2024.
- Independence and leadership: 8 of 9 directors independent; Brown is independent. Board Chair and CEO roles separated for 20+ years; independent executive sessions occur at each Board or Governance meeting.
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings; 8 of 9 directors attended the 2024 Annual Meeting.
- Conflicts oversight: Governance Committee reviews conflicts and related-party transactions; there were no related person transactions in 2024.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $77,000 | Paid quarterly |
| Committee retainers (cash) | Governance $5,000; Compensation $12,500; I&T $5,000 | Paid quarterly |
| Committee chair supplement (cash) | $15,000 (Governance Chair) | Paid quarterly |
| Total fees earned (cash) | $114,500 | Disclosed in director comp table |
| RSU annual grant (target value) | $135,000 | Standard for non-employee directors |
| RSU chair add-on (target value) | $7,500 | Other committee chairs (Gov) receive $7,500 add-on |
| RSU grant fair value (accounting) | $113,063 | Based on $11.25 closing price on grant date |
| Equity program features | Equity Retainer & Deferred Compensation Plan available; option to convert cash retainer to equity/defer RSUs | Policy features |
Notes:
- Non-employee director RSUs were typically granted on the second day after annual earnings release. 2024 RSUs vested September 30, 2024; beginning in 2025, RSUs vest on the one-year anniversary of grant.
Performance Compensation
- Directors do not receive performance-based equity; RSUs are time-vested, not tied to financial metrics.
| Performance Metric | Applicability to Director Equity | Source |
|---|---|---|
| Revenue growth, EBITDA, rTSR | Not applicable to director RSUs (time-based only) |
RSU Grant Detail (units): | Grant Year | Units Granted | Vesting | Source | |---|---|---| | 2024 | 10,050 | Vested 9/30/2024 | Form 4: https://www.sec.gov/Archives/edgar/data/768899/000076889924000059/0000768899-24-000059-index.htm | | 2025 | 18,111 | One-year from grant date (2025 program) | Form 4: https://www.sec.gov/Archives/edgar/data/768899/000076889925000045/0000768899-25-000045-index.htm; vesting policy |
Other Directorships & Interlocks
- Current public boards: Big 5 Sporting Goods, Bakkt; private: Port Blakely; nonprofits: PBS (Twin Cities), University of Dubuque.
- Compensation Committee interlocks: None in 2024 (no insider participation or reciprocal interlocks).
Expertise & Qualifications
- Executive experience in strategic planning, operations, finance, and technology; public company CEO; NACD recognition (Leadership Fellow, Director certifications). As Governance Chair, she leads CEO/Board evaluations, succession planning, and governance policy updates.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Colleen B. Brown | 60,015 | * | Beneficial ownership includes directly/indirectly held RSUs and deferred shares; options excluded from guideline calculation |
- Director ownership guideline: minimum 5x base annual cash retainer; as of 2024, all non-employee directors met or were on track within 5 years. Anti-hedging policy in place; pledging discouraged.
Insider Trades (Form 4):
| Filing Date | Transaction Date | Type | Units | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2024-02-27 | 2024-02-23 | A (Award) | 10,050 | 41,904 | https://www.sec.gov/Archives/edgar/data/768899/000076889924000059/0000768899-24-000059-index.htm |
| 2025-02-25 | 2025-02-21 | A (Award) | 18,111 | 60,015 | https://www.sec.gov/Archives/edgar/data/768899/000076889925000045/0000768899-25-000045-index.htm |
Governance Assessment
- Strengths: Independent director and Governance Chair with strong governance credentials; clear separation of Chair/CEO; robust committee coverage (governance, compensation, tech/cyber/AI); no related party transactions in 2024; anti-hedging policy; majority independent board; regular executive sessions.
- Engagement: 2024 attendance threshold met; board and committees conducted 7/5/4 meetings respectively.
- Director pay alignment: Mix of cash retainers and time-vested RSUs with ownership guidelines; 2025 RSU vesting shifted to one-year from grant, enhancing alignment and holding period clarity.
- Shareholder signal: Say-on-pay received 91% approval in 2024, indicating broad investor support for compensation governance.
- Monitoring points: Multiple external board roles (two current public, plus private/nonprofit) warrant ongoing monitoring of time commitments; no attendance issues disclosed.
Source index
- TrueBlue, Inc. 2025 Proxy Statement (DEF 14A): governance, committees, independence, director compensation, equity plans, ownership
- SEC Form 4 filings for Colleen B. Brown awards (2024, 2025): RSU units and post-transaction ownership https://www.sec.gov/Archives/edgar/data/768899/000076889924000059/0000768899-24-000059-index.htm https://www.sec.gov/Archives/edgar/data/768899/000076889925000045/0000768899-25-000045-index.htm