Kristy Willis

About Kristy Willis

Kristy A. Willis, 55, is Executive Vice President of TrueBlue and President of PeopleReady (since March 2023), after serving as Chief Sales and Operations Officer (Nov 2021–Mar 2023) and SVP, Sales (Aug 2018–Nov 2021); prior to TrueBlue, she held leadership roles at The Adecco Group . In 2024, TrueBlue generated over $1.6B in revenue and $11.2M of Adjusted EBITDA as the Compensation Committee emphasized pay-for-performance amid a contracting industry . Company TSR underperformed peers in 2024 (value of $100 investment: Company $33 vs. peer group $146), framing a challenging pay-performance backdrop .

Past Roles

External Roles

Fixed Compensation

Multi-year summary compensation outcomes (Reported in DEF 14A):

Compensation positioning: Base salary increased 6% YoY to better align with peer market levels; other NEO salaries were flat .

Performance Compensation

Short‑Term Incentive (STI) design and outcomes:

• Structure and weights: Adjusted EBITDA (25%), Relative Revenue Growth vs. peer group (25%), Individual performance (50%) .
• 2024 Company performance component outcomes: No payout on Adjusted EBITDA and Relative Revenue Growth; modest awards for individual goals only .
• 2024 STI results (total): Target $345,000; Actual $112,125; 33% of target awarded .

Long‑Term Incentive (LTI) awards (2024 annual grant):

• Mix: RSUs (50%) and PSUs (50%) .
• PSU performance metrics: Three‑year aggregate Adjusted EBITDA (70%) and Relative TSR (30%); PSUs vest after performance period upon earnings release .

2024 plan-based awards (granted):

Stock vested (delivery cadence and realized value):

Equity Ownership & Alignment

• Beneficial ownership: 93,533 shares as of March 14, 2025 (percent of class “*”) .
• Ownership guidelines: 3× annual RSU grant; effective multiple = 2.03× 2024 salary; on track to meet guidelines by March 20, 2028 .
• Hedging/pledging: Anti‑hedging policy prohibits hedging; pledging discouraged .
• Vesting schedules:
  • RSUs granted post‑promotion vest 33.33% annually over 3 years; pre‑promotion and promotional awards vest 25% annually over 4 years (includes 4/3/2023 promotional grant of 9,285 shares) .
  • PSUs vest after performance period, based on actual results, generally on the second day after annual earnings release .

Outstanding equity awards at FYE (12/29/2024) – Ms. Willis:

Employment Terms

Employment agreements (non‑CIC termination):

• If terminated without cause or resigns for good reason: 12 months of base salary; pro‑rated STI (subject to performance); accelerated vesting of time‑based equity scheduled within 12 months; PSUs vest after performance period based on actual results, pro‑rated; release and covenant compliance required; Section 409A six‑month delay for specified employees .
• Non‑compete/solicit: Agreement requires non‑competition and other covenants; where permitted, each NEO is party to a non‑competition agreement .

Change‑in‑control (CIC) agreements (double trigger):

• Auto‑renew annually; term extends to the earlier of 3 years post‑CIC or death .
• Triggering termination (within one year post‑CIC or within 90 days pre‑CIC at request of acquirer): 2× (base salary + target STI), 18 months of health/welfare benefits; timing and Section 409A compliant; full vesting of all equity awards upon triggering termination .
• Award treatment under Omnibus Plan: If not assumed, all non‑performance awards fully vest; performance awards vest at target immediately pre‑CIC; if assumed, performance awards deemed earned at target and remain subject to time‑based vesting; on qualifying termination within one year post‑CIC, assumed awards fully vest .

Potential payouts (assuming termination on 12/29/2024):

Clawback policy: Effective 9/14/2023 under SEC/NYSE rules; applies to current/former NEOs; recovery of incentive comp in event of restatement regardless of misconduct; prior clawback remains applicable for pre‑effective‑date awards . No excise tax gross‑ups upon CIC .

Company Performance Context (Pay-for-Performance)

*Values retrieved from S&P Global.

Pay‑versus‑performance disclosure: 2024 CAP (Compensation Actually Paid) for non‑PEO NEOs averaged $806,109 with Company TSR below peers; most important financial measures linking CAP to performance are Adjusted EBITDA, Revenue, and rTSR .

Say‑on‑pay governance: 91% approval of executive compensation program in 2024; Mercer serves as independent compensation consultant; programs designed not to encourage excessive risk‑taking .

Investment Implications

• Alignment and payout sensitivity: Willis’s 2024 STI paid only for individual performance, with zero payout on Adjusted EBITDA and Relative Revenue Growth components, indicating high sensitivity to financial underperformance and reinforcing pay‑for‑performance alignment .
• Vesting and potential selling pressure: A sizable 2024 RSU grant (21,899 shares) vests over three years; combined with other unvested RSUs and PSUs, scheduled annual vesting plus historical delivery cadence (11,237 shares vested in 2024) may contribute to periodic selling pressure as tranches settle, subject to ownership‑guideline retention (encouraged retention of 50% of net shares until compliant) .
• Ownership and retention: Beneficial ownership of 93,533 shares and an on‑track path to meet 3× RSU ownership guidelines by March 2028 support alignment; anti‑hedging and discouraged pledging policies reduce misalignment risk .
• Downside/CIC protection: Before CIC, severance is modest (12 months base, pro‑rated STI, partial acceleration); under double‑trigger CIC, 2× salary+target STI plus 18 months benefits and full vesting provide strong protection—important for retention but potentially dilutive if a transaction occurs .
• Execution context: With Company TSR and profitability under pressure in 2024, Willis’s realized compensation declined YoY, and PSUs are tied to multi‑year EBITDA and rTSR, increasing dependence on turnaround execution for future payouts .