Garrett Ferencz
About Garrett Ferencz
Garrett R. Ferencz is Executive Vice President and Chief Legal Officer of TrueBlue (TBI), age 48, serving as CLO since July 2020 after progressing through senior legal and compliance roles since joining in January 2007; prior to TrueBlue he practiced litigation at The Blankenship Law Firm, P.S. and Perkins Coie LLP, and served on the American Cancer Society’s Washington State Board from 2017–2024 . Company performance context for FY2024: TrueBlue generated over $1.6 billion of revenue and $11.2 million of Adjusted EBITDA, while returning $21.1 million via share repurchases; STI financial components (Adjusted EBITDA and relative revenue vs. peers) paid zero, reflecting pay-for-performance discipline . LTI PSU metrics shifted in 2024 to three-year aggregate Adjusted EBITDA (70%) and rTSR (30%), with time-based RSUs comprising the other 50% of LTI, tightening alignment to profitability and shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrueBlue, Inc. | EVP, Chief Legal Officer | Jul 2020–Present | Not disclosed |
| TrueBlue, Inc. | SVP, General Counsel & Chief Ethics and Compliance Officer | Dec 2019–Jul 2020 | Not disclosed |
| TrueBlue, Inc. | VP, Deputy General Counsel & Chief Compliance Officer | Apr 2018–Dec 2019 | Not disclosed |
| TrueBlue, Inc. | VP, Deputy General Counsel, Litigation | Jul 2014–Apr 2018 | Not disclosed |
| TrueBlue, Inc. | Sr. Director, Litigation, Assistant General Counsel | Jan 2007–Jul 2014 | Not disclosed |
| The Blankenship Law Firm, P.S.; Perkins Coie LLP | Litigation Attorney | Pre-2007 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Cancer Society – Washington State Board | Director | 2017–2024 | Not disclosed |
Fixed Compensation
Summary Compensation (Reported)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $495,000 | $495,000 |
| Stock Awards ($) | $632,293 | $646,866 | $782,532 |
| Non-Equity Incentive Plan Compensation ($) | $370,529 | $297,000 | $213,468 |
| All Other Compensation ($) | $9,027 | $9,894 | $4,950 |
| Total ($) | $1,461,849 | $1,448,760 | $1,495,950 |
Short-Term Incentive (STI) 2024
| Item | 2024 |
|---|---|
| Target STI Award ($) | $371,250 |
| Actual STI Award ($) | $213,468 |
| % of Target Awarded | 57% |
| Financial Components Result | No payout for Adjusted EBITDA and relative revenue (each 25% of STI) |
| Individual Component Result | Modest awards based on role-specific goals (50% weighting) |
Performance Compensation
STI Structure and 2024 Outcomes
| Metric | Weighting | Target | Actual | Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 25% | Threshold–Max (not disclosed) | Below threshold | 0% | Annual STI; paid in cash |
| Relative Revenue Growth vs. Peer Group | 25% | Range vs. selected peer group | Below range | 0% | Annual STI; peer group used for benchmarking |
| Individual Performance Goals | 50% | Role-specific goals | Achieved modestly | Included in $213,468 actual | Operational, strategic, leadership, risk goals |
LTI Structure and 2024 Grants
| Instrument | Weighting | Metric(s) | Grant Date(s) | Vesting | Other Terms |
|---|---|---|---|---|---|
| RSUs | 50% of LTI | Time-based | 2/23/2024 | 33.33% per year over 3 years on grant anniversaries | RSU quantity set by target $/60-day avg price pre-grant |
| PSUs | 50% of LTI | 3-yr aggregate Adjusted EBITDA (70%); rTSR (30%) | 3/7/2024 | Earned at cycle-end based on performance; vest after year-end release | 2022 PSU cycle paid 0% (ROE metric) |
2024 Stock Vested (Value Realized)
| Metric | 2024 |
|---|---|
| Shares vested (#) | 17,500 |
| Value realized ($) | $232,693 |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | Percent of Class |
|---|---|---|
| Mar 11, 2024 | 90,901 | * (less than 1%) |
| Mar 14, 2025 | 142,094 | * (less than 1%) |
Outstanding Equity Awards (Unvested/Unearned) as of Dec 29, 2024
| Type | Grant Date | Unvested/Unearned (#) | Market Value ($) |
|---|---|---|---|
| RSU | 2/4/2022 | 3,441 | $27,081 |
| RSU | 2/3/2023 | 10,298 | $81,045 |
| PSU (assumed at target) | 3/10/2023 | 20,173 | $158,762 |
| RSU | 2/23/2024 | 30,547 | $240,405 |
| PSU (assumed at target) | 3/7/2024 | 27,523 | $216,606 |
| PSU (assumed at target) | 3/7/2024 | 11,796 | $92,835 |
| Market Price Basis | — | — | $7.87 closing price on 12/29/2024 |
Ownership Guidelines & Policies
- Stock ownership guidelines: NEO multiple based on annual RSU grants; Ferencz at 3x RSU grant (effective multiple of 2024 salary 2.63); “Meeting Guidelines” as of Dec 29, 2024 (✔) .
- Anti-hedging/insider trading policy: Hedging prohibited; short-term speculative transactions prohibited (margin purchases, short sales, buying/selling options) .
- Pledging: No specific pledging disclosure; margin purchases prohibited under policy .
Vesting Mechanics
- RSU/restricted shares generally vest 33.33% annually over three years; certain promotional/pre-NEO awards vest 25% annually over four years (Ferencz’s awards follow the 3-year schedule) .
Employment Terms
Role Tenure and Agreements
- Current role: EVP & Chief Legal Officer since July 2020; executive officer history at TrueBlue since 2014; joined TrueBlue January 2007 .
- Section 16(a) filings: One Form 4 for Mr. Ferencz (Feb 3, 2024 transaction) was filed Feb 6, 2024 due to administrative error .
- Clawback: SEC/NYSE-compliant Incentive Compensation Recovery Policy effective Sept 14, 2023 (applies regardless of misconduct) plus pre-2023 policy for earlier awards .
- Insider trading/hedging: Hedging and short-term speculative transactions prohibited; options trading prohibited except company-granted awards .
Change-in-Control and Severance Economics (as of hypothetical termination on Dec 29, 2024)
| Scenario | Cash Payment ($) | Equity Vesting ($) | Health & Welfare Benefits ($) |
|---|---|---|---|
| After Change in Control | $1,732,500 | $816,733 | $51,406 |
| Before Change in Control | $708,468 | $513,085 | — |
Key CIC Terms
- RSU/PSU awards fully vest upon qualifying termination after a change of control (double-trigger); PSUs vest at target, with Committee discretion to deem maximum performance .
- “Change of control” definition includes asset sale, 25% beneficial ownership acquisition (non-Board-approved), board turnover over 24 months, or merger where pre-deal holders own <50% voting power post-deal .
Compensation Committee and Governance
- Compensation Committee members: William C. Goings (Chair), Colleen B. Brown, Paul G. Reitz, Kristi A. Savacool; oversight concluded plans encourage appropriate risk-taking and do not create material adverse risk .
Investment Implications
- Pay-for-performance discipline: Zero STI payout on both financial metrics (Adjusted EBITDA and relative revenue) signals tight linkage of cash incentives to P&L and market-share outcomes; modest individual component payout drove 57% of target STI .
- Strengthened LTI alignment: 2024 PSU metrics shifted to three-year aggregate Adjusted EBITDA (70%) and rTSR (30%), improving correlation with shareholder value drivers; 2022 PSU cycle paid 0%, underscoring rigor .
- Ownership alignment: Ferencz reported 142,094 shares as of March 14, 2025 and is meeting stock ownership guidelines; anti-hedging and margin prohibitions reduce misalignment risk from derivatives/pledging .
- Vesting/overhang: Significant unvested RSUs/PSUs outstanding could lead to periodic vest-related liquidity, but 2022 PSUs paid 0%, and vesting is spread over multi-year cycles, tempering near-term selling pressure .
- Retention and CIC economics: Double-trigger acceleration and meaningful CIC cash/equity vesting provide downside protection; pre-CIC severance is lower, balancing retention with shareholder interests .
- Operational execution risk: Company delivered $1.6B revenue and $11.2M Adjusted EBITDA in 2024 amid industry contraction and executed buybacks ($21.1M), but missed STI financial thresholds, highlighting execution headwinds that continue to influence incentive outcomes and trading signals tied to PSU performance paths .