Jeffrey Sakaguchi
About Jeffrey B. Sakaguchi
Jeffrey B. Sakaguchi, age 64, is the independent Chair of the Board at TrueBlue, Inc. (TBI) and has served as a director since December 2010; he became Board Chair in June 2022. He sits on the Corporate Governance & Nominating, Audit, and Innovation & Technology committees, and is designated an “audit committee financial expert.” His background includes leadership roles at Accenture and McKinsey & Company and president/COO of Evolution Robotics Retail. He is an NACD Leadership Fellow, NACD directorship-certified, and serves as an Educational Counselor for MIT. Attendance standards were met company-wide (≥75%), with the Board meeting seven times in 2024; eight of nine directors are independent. He was affirmed independent with a 14-year tenure as of March 27, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolution Robotics Retail, Inc. | President & COO | — | Senior operating leadership; strategy and execution |
| Accenture | Leadership roles | — | Strategy and management consulting expertise |
| McKinsey & Company | Leadership roles | — | Strategy consulting; performance improvement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eccentex, Inc. (private) | Director | Current | Early-stage software company |
| ThinkIQ, Inc. (private) | Director | Prior | Early-stage software; prior role noted in earlier proxy |
| ACT Holdings, Inc. | Founding board member | Prior | Prior role noted |
| Habla.AI | Advisory board member | Prior | Prior role noted |
| Los Angeles Region American Red Cross | Member, former Chair; National Philanthropic Board | Ongoing/prior | Community leadership |
Board Governance
- Leadership structure separates CEO and Board Chair (separation maintained for 20+ years); lead independent director used when the Chair is not independent. Sakaguchi serves as Board Chair and is independent, reducing need for a separate LID .
- Committee memberships: Audit (member, designated “financial expert”), Corporate Governance & Nominating, and Innovation & Technology (all board members sit on I&T). The Audit Committee met 8 times in 2024; the Board met seven times, and all directors attended ≥75% of Board/committee meetings .
- Independence: 8 of 9 directors are independent; Sakaguchi affirmed independent, tenure 14 years as of March 27, 2025 .
- Executive sessions: Independent directors meet in executive session routinely without management present .
- Shareholder votes: On May 14, 2025, shareholders re-elected all nine directors; advisory say-on-pay and the omnibus plan amendment were approved; auditor ratified (Deloitte) .
2025 Annual Meeting Vote Results
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director Election – Sakaguchi | 22,705,629 | 2,025,911 | 19,326 | 2,334,722 |
| Say-on-Pay | 21,414,998 | 3,270,133 | 65,735 | 2,334,722 |
| 2016 Omnibus Plan Amendment | 22,836,101 | 1,894,801 | 19,964 | 2,334,722 |
| Auditor Ratification (Deloitte) | 26,795,296 | 280,218 | 10,074 | — |
Fixed Compensation
| Year | Fees Earned and Paid in Cash | Stock Award Grant Date Fair Value | Total |
|---|---|---|---|
| 2024 | $144,500 | $138,848 | $283,348 |
| 2023 | $135,750 | $172,357 | $308,107 |
- Cash retainer schedule (unchanged for 2025): Board Chair $122,000; other directors $77,000; committee retainers: Audit $12,500, Compensation $12,500, Governance $5,000, Innovation & Technology $5,000; committee chair supplement: $15,000 for each committee .
- Director equity grant policy: Annual RSU grant typically on the second trading day after Q4/YE earnings; 2024 RSUs vested on September 30, 2024; beginning in 2025, RSUs vest on the one-year anniversary of grant .
Performance Compensation
- Directors receive time-based RSUs; no performance-conditioned equity is used for directors (PSUs are used for executives). The Board Chair’s RSU target value was $175,000 in 2024; audit and compensation committee chairs received an additional $10,000 in RSUs; other committee chairs received $7,500. RSU counts are determined from a 60-trading-day average price (~$14.18) and grant-date fair value used $11.25 closing price; beginning in 2025, vesting occurs one year from grant date .
| Equity Component | 2024 Detail |
|---|---|
| RSU Target – Board Chair | $175,000 |
| Grant-date closing price (for fair value) | $11.25 |
| Pricing basis for RSU count | 60-day average ≈ $14.18 |
| Vesting | 2024 grants vested on 9/30/2024; 2025 grants vest 1-year from grant |
Other Directorships & Interlocks
- No current public company directorships disclosed for Sakaguchi; external board roles are private (Eccentex) and prior roles (ThinkIQ, ACT Holdings, Habla.AI). No disclosed interlocks with TBI customers/suppliers; Governance Committee oversees conflicts and related-party matters .
Expertise & Qualifications
- Strategy, technology, and operating leadership (Accenture, McKinsey, Evolution Robotics Retail); Board Chair; audit committee financial expertise designation; NACD Leadership Fellow and directorship-certified; MIT Educational Counselor .
Equity Ownership
| Date | Transaction Type | Shares Transacted | Price | Post-Transaction Ownership |
|---|---|---|---|---|
| 2025-02-21 | Award (A) | 22,241 | $0 | 88,710 |
| 2024-02-23 | Award (A) | 12,342 | $0 | 66,469 |
| 2023-12-01 | Gift (G) | 358 | $0 | 54,127 |
| 2023-02-03 | Award (A) | 8,738 | $0 | 54,485 |
| 2022-11-29 | Gift (G) | 485 | $0 | 45,747 |
| 2022-02-04 | Award (A) | 6,332 | $0 | 46,232 |
| 2021-11-30 | Gift (G) | 381 | $0 | 39,900 |
| 2021-02-05 | Award (A) | 7,933 | $0 | 40,281 |
| 2020-12-27 | Form 5 (annual) | — | — | — |
| 2020-02-07 | Award (A) | 6,612 | $0 | 32,638 |
- Stock ownership guidelines for directors: raised to 5x annual cash retainer as of 2024/2025; compliance: as of end of 2024, all non-employee directors met or were on track within the allowed period. Anti-hedging is prohibited; pledging is discouraged .
- Section 16 filings: Company disclosed minor administrative delays (including Sakaguchi’s 12/1/2023 filing made 12/6/2023) .
Governance Assessment
-
Strengths:
- Independent Board Chair with deep strategy/technology pedigree; clear separation of CEO and Chair roles .
- Robust committee structure; Sakaguchi designated audit committee financial expert; consistent attendance standards achieved .
- Clear director compensation framework, majority equity, and enhanced ownership guidelines (5x retainer) improving alignment; anti-hedging/pledging discouraged .
- No related-person transactions in 2024; strong conflict review by Governance Committee .
-
Watch items / red flags:
- No specific director-level performance metrics (director equity is time-based RSUs); oversight relies on ownership guidelines and committee work rather than performance-conditioned equity .
- Minor Section 16 administrative filing delays noted; not material but a process point .
-
Shareholder confidence signals:
- Strong voting support across proposals in 2025; prior high say-on-pay support (91% in 2024) .
Director Compensation Structure Analysis
- Mix/Trend: Directors compensated via cash retainer plus RSUs; company shifted away from options years prior (no options for directors in 2017–2019 tables; 2016 allowed but uncommon thereafter) .
- Year-over-year: Sakaguchi’s cash fees rose from $135,750 (2023) to $144,500 (2024), while stock grant fair value moved from $172,357 (2023) to $138,848 (2024), reflecting share price changes and board grant policy .
- Governance controls: Independent compensation consultant (Mercer) advises the Compensation Committee; director pay benchmarked and held flat for 2025 despite WTW recommendations .
Related Party Transactions and Conflicts
- Policy mandates Governance Committee review for any transactions >$120,000 with a related person; none in 2024; directors complete annual questionnaires; anti-hedging policy in force, pledging discouraged .
Say-on-Pay & Shareholder Feedback
- Support levels: 2024 say-on-pay approval at 91% (company-reported); 2025 meeting vote counts presented above. Compensation Committee considers investor feedback and maintains best-pay practices (clawbacks, double-trigger CIC, no re-pricing/gross-ups) .
Compensation Committee Analysis
- Composition: All independent directors; oversight of executive compensation and HCM; independent consultant (Mercer) used; meetings 5 in 2024 .
- Interlocks: None disclosed for 2024 .
RED FLAGS
- None material disclosed: no related-party transactions; anti-hedging policy; pledging discouraged; director attendance standards met; strong shareholder support. Minor Section 16 timing disclosures noted .