Kim Harris Jones
About Kim Harris Jones
Kim Harris Jones, 65, is an independent director of TrueBlue, Inc. (TBI) since May 2016 and currently chairs the Audit Committee; she is designated an “audit committee financial expert.” Her background includes senior finance leadership roles at Mondelez International and Kraft Foods (SVP and Corporate Controller) and Chrysler LLC (Senior VP and Corporate Controller). She also serves on the Corporate Governance & Nominating Committee and the Innovation & Technology Committee; all directors, including Ms. Harris Jones, attended at least 75% of Board/committee meetings in 2024; her independence status was affirmed March 27, 2025 (tenure 9 years) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelez International | Senior Vice President & Corporate Controller | Not disclosed in proxy | Led corporate finance and reporting during significant corporate growth/change |
| Kraft Foods, Inc. | Senior Vice President & Corporate Controller | Not disclosed in proxy | Corporate controller leadership |
| Chrysler LLC | Senior Vice President & Corporate Controller | Not disclosed in proxy | Senior finance leadership in complex, large-scale operations |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| United Rentals Inc. | Director | Current | Committee assignments not disclosed in TBI proxy |
| Caesars Entertainment Inc. | Director | Current | Committee assignments not disclosed in TBI proxy |
| Consortium for Graduate Study in Management | Finance Committee member | Current | Nonprofit governance finance oversight |
| Harris-Jones Charitable Gift Foundation | President & Chairman | Current | Nonprofit leadership |
| Fossil Group, Inc. | Director | Prior | Former public company directorship |
| Ethiopian North American Health Professionals Association | Board (nonprofit) | Prior | Nonprofit governance |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; Board determined independence on March 27, 2025 (8 of 9 directors independent) . |
| Committees | Audit (Chair); Corporate Governance & Nominating (member); Innovation & Technology (member) . |
| Financial Expertise | Designated “audit committee financial expert” (also financially literate) . |
| Meetings/Engagement | 2024: Board met 7 times; Audit 8; Compensation 5; Governance 5; I&T 4. All directors attended at least 75% of Board and respective committee meetings; 8 of 9 attended 2024 AGM . |
| Risk/Cyber Oversight | Audit oversees ERM, financial reporting, compliance, ethics; I&T oversees technology, cybersecurity, and AI; all directors are I&T members . |
| Interlocks | No compensation committee interlocks or insider participation in 2024 . |
| Related Parties | No related person transactions in 2024; Governance Committee reviews any such matters . |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $77,000 | Standard retainer for non-employee directors . |
| Committee retainers | $12,500 (Audit); $5,000 (Governance); $5,000 (I&T) | Per committee membership . |
| Committee chair supplement | $15,000 (Audit Chair) | Chair fee . |
| Total fees earned (cash) | $114,500 | Actual 2024 cash fees for Harris Jones . |
- Fee benchmarking: 2023 study found fees near median; WTW review later in 2024 recommended changes, but Board kept 2025 director compensation unchanged from 2024 .
Performance Compensation (Equity for Directors)
| Element | 2024 Grant Policy | Harris Jones 2024 Actual | Vesting / Deferral |
|---|---|---|---|
| Annual RSU grant (directors) | Target value $135,000; Board Chair $175,000; additional RSUs to committee chairs ($10,000 Audit/Comp; $7,500 other chairs). RSUs sized using 60-day average price ≈ $14.18 . | Stock award grant date fair value: $115,054 . | 2024 non-employee director RSUs vested Sep 30, 2024; beginning 2025, RSUs vest on 1-year anniversary . |
| Chair add-on (Audit) | +$10,000 RSU target for Audit Chair . | Included in RSU sizing (10,227 RSUs elected for deferral) . | Elected to defer 100% of equity retainer (10,227 RSUs) until 90 days after separation from the Board . |
- Equity Retainer & Deferred Compensation Plan (Directors): May convert up to 100% of cash retainer to equity and defer RSUs; Harris Jones elected to defer 100% of equity retainer .
- Clawback applicability: Awards under the omnibus plan subject to company clawback policies .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | United Rentals Inc.; Caesars Entertainment Inc. . |
| Prior public boards | Fossil Group, Inc. . |
| Interlocks | No compensation committee interlocks in 2024 . |
| Potential conflicts | None disclosed; no related person transactions in 2024 . |
Expertise & Qualifications
- Deep finance and controllership experience at Mondelez, Kraft, and Chrysler; recognized “audit committee financial expert” .
- Governance breadth across Audit, Governance, and Innovation & Technology (including cybersecurity and AI oversight) .
- Member of the Executive Leadership Council; nonprofit finance/governance roles indicating breadth of stakeholder oversight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 70,453 | Includes 5,341 shares held outright and 65,112 deferred shares . |
| % of shares outstanding | <1% | As reported in security ownership table (percent of class “*”) . |
| Ownership guidelines | Directors must hold ≥5x base annual cash retainer; RSUs and deferred shares count; options excluded . | |
| Compliance status | As of end of FY2024, all non-employee directors either met or were within five-year window and on track to meet guidelines . | |
| Hedging/pledging | Hedging prohibited; pledging discouraged under company policy . |
Insider Trades (Section 16 and Filings)
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | Company reports 2024 filings were timely except for certain transactions for two executives; no delinquencies cited for directors, including Harris Jones . |
| Proxy-disclosed Form 4 detail | No specific director transaction details provided in proxy; ownership given as of March 14, 2025 -. |
Governance Assessment
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Strengths for investor confidence:
- Independent Audit Committee Chair with “financial expert” designation; Audit Committee met 8 times in 2024, indicating active oversight of reporting, controls, compliance, and ERM .
- Multi-committee engagement (Governance; I&T for cybersecurity/AI) and strong attendance expectations met across Board and committees .
- Director pay structure balanced: median-aligned cash; equity retainer with one-year vesting from 2025; robust ownership guidelines; Harris Jones defers 100% of equity retainer—signal of long-term alignment .
- No related-party transactions; no comp committee interlocks; strong anti-hedging and clawback frameworks .
-
Potential watch items:
- Tenure ~9 years—balanced by ongoing Board refreshment and committee evaluations; however, continued refresh and skill mix evolution should be monitored given industry changes .
- Say-on-pay support was strong at 91% in 2024, but continued alignment of incentives with performance remains key amid challenging operating environment .
Overall, Ms. Harris Jones’ audit leadership, multi-committee participation, independence, and equity deferral election support strong board effectiveness and alignment; no conflicts or red flags were disclosed in 2024 .