Paul Reitz
About Paul G. Reitz
Paul G. Reitz (age 52) is an independent director of TrueBlue, Inc., serving since August 2023. He sits on the Corporate Governance and Nominating Committee, the Compensation Committee, and the Innovation & Technology (I&T) Committee; the Board determined him to be independent on March 27, 2025 . Reitz is President, CEO and Director of Titan International, Inc. (public company) since January 2017, with prior roles as Titan’s President (2014–2017), Titan CFO, Carmike Cinemas Chief Accounting Officer, and positions at McLeodUSA Publishing, Yellow Book USA Inc., and Deloitte . In 2024, the Board met seven times and all directors (including Reitz) attended at least 75% of Board and committee meetings; eight of nine directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Titan International, Inc. | President & CEO; Director | Jan 2017 – present | Public company CEO experience; global strategy, operations, finance; improving operating efficiency and financial health cited as qualifications . |
| Titan International, Inc. | President | Jan 2014 – Jan 2017 | Executive leadership in operations and strategy . |
| Titan International, Inc. | Chief Financial Officer | Not disclosed | Senior finance leadership . |
| Carmike Cinemas | Chief Accounting Officer | Not disclosed | Accounting leadership . |
| McLeodUSA Publishing; Yellow Book USA Inc.; Deloitte | Various leadership roles | Not disclosed | Broader operating and accounting experience . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Titan International, Inc. | President, CEO, and Director | Public | Current directorship; CEO since Jan 2017 . |
| Wheels India Ltd. | Director (previous) | Public | Previously held directorship . |
Board Governance
- Committees: Reitz serves on the Corporate Governance and Nominating, Compensation, and I&T Committees .
- Compensation Committee composition: William C. Goings (Chair), Colleen B. Brown, Paul G. Reitz, Kristi A. Savacool (all independent) .
- I&T Committee: Oversees technology strategy and cybersecurity; all Board members are members and receive at least quarterly cybersecurity updates from the CDO and CISO .
- Independence: 8 of 9 directors are independent; Reitz is independent; the CEO (Taryn Owen) is not independent .
- Attendance and engagement: Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings; 8 of 9 directors attended the 2024 Annual Meeting .
- Related party transactions: The company reported no Related Person Transactions in 2024; any such transactions would require Governance Committee approval under policy .
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Board retainer (cash) | $77,000 (other directors); $122,000 (Chair) | Paid quarterly . |
| Committee retainers (cash) | Audit: $12,500; Compensation: $12,500; Governance: $5,000; I&T: $5,000 | Paid quarterly . |
| Committee chair supplement (cash) | $15,000 (each of Audit, Governance, Compensation, I&T) | Paid to chairs . |
| Director | Fees Earned and Paid in Cash (2024) | Stock Award Grant-Date Fair Value (2024) | Total (2024) |
|---|---|---|---|
| Paul G. Reitz | $99,500 | $107,111 | $206,611 |
- Structure and benchmarking: The Governance Committee periodically benchmarks director pay; after a Willis Towers Watson review in late 2024, 2025 compensation levels remained unchanged from 2024 .
Performance Compensation
| Equity Design Element | 2024/2025 Practice | Detail |
|---|---|---|
| Annual equity grant (non-employee directors) | RSUs | Granted typically on the second day after annual earnings release . |
| Sizing methodology (number of RSUs) | Based on 60-day average closing price | Approx. $14.18 per share used to determine 2024 award sizing . |
| Accounting grant-date fair value | $11.25 per share (2024) | Used for FASB ASC 718 fair value; same grant date for all directors . |
| Vesting | 2024 grants vested on Sept 30, 2024; starting 2025, RSUs vest on 1-year anniversary | Provides alignment; move to 1-year cliff vesting in 2025 . |
| Deferral/format elections | Directors may convert cash retainer to equity; may elect to receive up to 50% of equity retainer as options; may defer RSU settlement to post-board service | Under Equity Retainer and Deferred Compensation Plan for Non-Employee Directors . |
Note: Non-employee director equity awards are time-based RSUs (no performance metrics). Company-level performance metrics disclosed in the proxy (e.g., Adjusted EBITDA, revenue growth vs peers, HCM/citizenship goals) apply to executive incentives and not to director compensation .
Other Directorships & Interlocks
| Director | Current Public Boards | Committee Roles Elsewhere | Potential Interlocks/Conflicts |
|---|---|---|---|
| Paul G. Reitz | Titan International, Inc. | Not disclosed in TBI proxy | No related person transactions disclosed with TrueBlue in 2024 . |
Expertise & Qualifications
- Public company CEO with global operating and financial leadership, including strategy development/execution, operations, and finance; prior CFO and CAO experience provide strong financial oversight capability .
- Board skills aligned with TrueBlue’s priorities (technology and cybersecurity via I&T membership; compensation oversight via Compensation Committee) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of Date | Notes |
|---|---|---|---|---|
| Paul G. Reitz | 30,746 | * | March 14, 2025 | Beneficial ownership includes shares held outright and RSUs/deferred shares even if not vesting within 60 days . |
- Director ownership guidelines: Minimum holding equal to 5x the base annual cash retainer; RSUs and deferred shares count; new directors have five years to comply. As of FY2024 year-end, all non-employee directors either met the guideline or were within the first five years and on track .
- Hedging and pledging: Hedging is prohibited and pledging is discouraged for directors under company policy; insider trading policy prohibits short-term speculative transactions (e.g., short sales, options other than company grants) .
Governance Assessment
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Strengths for investors’ confidence
- Independence and committee leverage: Reitz is independent and sits on key oversight committees (Compensation; Governance; I&T), enhancing influence over pay design, succession/governance, technology and cybersecurity .
- Alignment and skin-in-the-game: Balanced cash/equity mix in 2024 ($99.5k cash; $107.1k RSUs) and robust 5x retainer stock ownership guideline; hedging prohibited and pledging discouraged .
- Pay governance: Compensation Committee (of which Reitz is a member) is fully independent, uses an independent consultant (Mercer), maintains clawback policies, double-trigger CIC, and had 91% say-on-pay support in 2024—signals of sound pay governance .
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Watch items
- External CEO role: As CEO/Director at Titan International, Reitz carries significant external responsibilities; however, Board-level attendance thresholds were met (≥75% for all directors in 2024), and the Board reviews other commitments in its nomination and self-assessment processes .
- Interlocks/Related parties: Company reported no related person transactions in 2024; continue to monitor for any future cross-company dealings given external role .
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RED FLAGS
- None disclosed specific to Reitz: no related party transactions; anti-hedging in place; attendance threshold met; director pay structure unchanged for 2025 after independent review .