Taryn Owen
About Taryn Owen
Chief Executive Officer and Director of TrueBlue, Inc. since September 12, 2023; age 46; 25+ years of staffing/talent acquisition experience, with 14 years at TrueBlue leading PeopleReady and PeopleScout and the company’s digital transformation and expansion . 2024 was challenging: revenue $1.6B, Adjusted EBITDA $11.2M, with $21.1M of share repurchases; five-year cum. buybacks reduced shares outstanding by 26% . Over the 2019–2024 period, a $100 investment in TBI was worth $33 at 2024 year-end, indicating substantial TSR underperformance versus the peer index at $146 . Governance mitigants to CEO dual-role: independent Chair (separate from CEO) and 8 of 9 independent directors; Owen is non‑independent due to her executive role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TrueBlue (Company) | President & CEO; Director | Sep 2023–present | Drove cost reductions, liquidity, investor engagement; oversaw JobStack relaunch and tech initiatives . |
| TrueBlue | President & COO; President of PeopleReady & PeopleScout | Sep 2022–Sep 2023 | Led operations across brands; continued digital and growth initiatives . |
| TrueBlue | EVP; President PeopleReady and PeopleScout | 2021–2023 | Managed multi-brand leadership during recovery period . |
| TrueBlue | EVP; President PeopleReady | 2019–2021 | Led largest unit; operational execution . |
| TrueBlue | EVP; President PeopleScout | 2014–2019 | International expansion; acquisitions; digital transformation . |
| PeopleScout (prior) | SVP Global Operations; VP Client Delivery | Pre‑2014 | Delivery leadership . |
| Randstad Sourceright | Operations Director | Pre‑2014 | Led global RPO engagements . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HRO Today | Board of Advisors (former) | n/a | Industry engagement . |
| Wharton Center for Human Resources | Human Capital Industry Advisory Board (former) | n/a | Advisory role . |
| SIA recognition | Staffing 100; Global Power 150 | multiple years | Industry awards . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $660,000 | $766,751 | $860,000 |
| All other compensation ($) | $9,969 | $11,250 | $5,750 |
Notes:
- Salary held flat in 2024 ($860k); highlights cost discipline and pay positioning at market median per peer review .
Performance Compensation
Short-Term Incentive (STI) – 2024 design and outcome
| Component | Weight | Threshold | Target | Maximum | 2024 actual result | CEO payout impact |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 25% | $21M | $30M | $39M | $11.2M (below threshold) | 0% |
| Relative revenue growth vs peers | 25% | -5% | 0% | +5% | Below threshold | 0% |
| Individual strategic goals | 50% | n/a | 100% | 120% cap | CEO at 100% (leadership, cost reduction, tech launches, investor outreach) | 100% of this portion |
| CEO STI Target ($) | $1,290,000 | |||||
| CEO STI Paid ($) | $645,000 (50% of target) |
Design notes:
- CEO target bonus equals 150% of salary (derived from $1.29M target on $860k base) .
- Company metrics paid zero; only individual component paid, signaling pay-for-performance alignment in a down year .
Long-Term Incentive (LTI) – 2024 structure and grants
- Mix: 50% RSUs (time-vest, 3 years), 50% PSUs (3-year performance) .
- 2024 PSU metrics replaced prior ROE with: 3-year Aggregate Adjusted EBITDA (70% of PSU) and Relative TSR (30%) vs defined peer set; 50–150% payout range; PSUs fully at risk .
| CEO LTI targets (as % of salary) | RSU (3-yr) | PSU – 3-yr EBITDA | PSU – rTSR | Total |
|---|---|---|---|---|
| % of base salary | 150.00% | 105.00% | 45.00% | 300% |
| 2024 CEO equity grants | Grant date | Shares/Units | Grant-date fair value ($) |
|---|---|---|---|
| RSU | 2/23/2024 | 90,978 | $1,023,503 |
| PSU – 3y EBITDA (thr/target/max) | 3/7/2024 | 40,987 / 81,973 / 122,960 | $955,805 (target) |
| PSU – 3y rTSR (thr/target/max) | 3/7/2024 | 17,566 / 35,132 / 52,698 | $351,320 (target) |
| PSU performance curves | Threshold | Target | Maximum |
|---|---|---|---|
| 3-year Aggregate Adjusted EBITDA | $116M (50%) | $166M (100%) | $216M (150%) |
| 3-year Relative TSR (percentile vs peers) | 25th (50%) | Median (100%) | 75th (150%) |
Other LTI notes:
- No options outstanding; plan prohibits repricing; 2024 equity plans rely on full-value shares (RSUs/PSUs) .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $660,000 | $766,751 | $860,000 |
| Stock awards (grant-date fair value) | $1,557,377 | $1,660,749 | $2,330,628 |
| Non‑equity incentive (STI) | $825,000 | $689,931 | $645,000 |
| All other comp | $9,969 | $11,250 | $5,750 |
| Total | $3,052,346 | $3,128,681 | $3,841,378 |
Compensation program context:
- Pay mix is majority at‑risk; no pension; no CIC excise tax gross‑ups; clawback policy in place (Dodd-Frank compliant) .
- Compensation Committee uses Mercer as independent consultant; targets median of peer market; 2024 changes emphasized EBITDA and rTSR for PSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 414,932 shares; ~1% of class (as of Mar 14, 2025) . |
| Stock ownership guideline | 4x annual RSU grant; effective multiple: 6.00x 2024 salary; on track to meet by Sep 12, 2028 . |
| Hedging/pledging | Hedging prohibited; pledging discouraged by policy . |
| Options | None outstanding under plans; company reports zero options outstanding . |
| 2024 shares vested | 53,852 shares; value $669,485 (pre‑tax) . |
| Deferred compensation | Executive contributions $14,550; company match $5,750; 2024 earnings $46,968; balance $425,614 . |
Outstanding unvested and performance awards (12/29/2024):
- Unvested RSUs: 7,066 (2/4/22; $55,609), 6,472 (10/3/22; $50,935), 21,146 (2/3/23; $166,419), 16,718 (10/2/23; $131,571), 90,978 (2/23/24; $715,997) .
- Unearned PSUs (shown at target unless noted): 41,420 (3/10/23; $325,975), 81,973 (3/7/24 EBITDA; $645,128), 35,132 (3/7/24 rTSR; $276,489) .
- RSUs generally vest 33.33% annually over three years; certain promotional/pre‑NEO awards vest 25% over four years .
Insider selling pressure signals:
- Significant scheduled RSU/PSU vesting over 2025–2027 (per grant schedules above) can create periodic supply; 2024 vestings total 53,852 shares realized for CEO .
Employment Terms
| Provision | CEO – pre‑CIC separation | CEO – after Change‑in‑Control (double trigger) |
|---|---|---|
| Cash severance | 18 months base salary; pro‑rated STI subject to performance | 2x (base + target STI), paid 50% lump sum then 24 monthly installments |
| Equity vesting | Time‑based equity scheduled to vest within 18 months vests at termination; performance awards vest pro‑rata based on actual results (deemed 18 months of service) | All equity fully vests; performance awards at least target (per plan/change-in-control treatment) |
| Benefits continuation | n/a | 18 months health/welfare benefits |
| Restrictive covenants | Non‑compete 18 months; non‑solicit 24 months; confidentiality/duty of loyalty | |
| 280G treatment | Best‑net cutback to avoid excise tax if needed; no gross‑up |
Illustrative potential payouts (assuming 12/29/2024 termination):
- After CIC: Cash $4,300,000; equity vesting value $2,368,122; benefits $51,406 .
- Before CIC: Cash $1,935,000; accelerated equity $1,863,947 .
Board Service & Governance
| Attribute | Detail |
|---|---|
| Board role | Director since September 2023; not independent (CEO) . |
| Committees | Innovation & Technology Committee member (all directors serve on I&T); remit includes technology strategy, cybersecurity, AI oversight . |
| Leadership structure | Independent Board Chair separate from CEO for 20+ years; Lead Independent Director used when needed . |
| Board composition | 8 of 9 independent directors; all key committees (Audit, Compensation, Governance) fully independent . |
| Attendance | Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings . |
| Say‑on‑pay | 91% approval in 2024 . |
| Related party transactions | None in 2024 . |
| Insider trading policy | Prohibits hedging/short sales; policy filed with 10-K . |
Note: As an employee director, Owen does not receive non‑employee director retainers/equity (director compensation tables apply to non‑employee directors) -.
Compensation Design, Benchmarks, and Trends
- Peer benchmarking: 2024 peer group includes Robert Half; United Rentals and Volt removed (size/transaction changes). Company targets total direct compensation near median; base salaries ~median; STI targets between median–75th; LTI grant values between 25th–50th percentile; overall TDC between 25th–median .
- 2024 program pivot: PSU metrics shifted from ROE to 3‑yr EBITDA (70%) and rTSR (30%); 2022 PSU cycle paid 0% on ROE; 2024 STI company metrics paid 0% amid downturn—tight pay-for-performance linkage .
- Governance safeguards: No option repricing; double‑trigger CIC; clawback policy adopted 2023; no CIC excise tax gross‑ups; hedging prohibited .
Risk Indicators & Red Flags
- TSR underperformance: TBI TSR value fell to $33 on 2019=100 basis vs S&P 1500 HR/Employment Services peer index at $146 (through 2024) .
- Zero payouts on company STI metrics; 2022 PSUs forfeited—signals challenging fundamentals .
- Impairment and net loss: 2024 GAAP net loss $(125.7)M; Adjusted EBITDA $11.2M (contrast to 2022) .
- Mitigants: Strong governance (independent chair; majority independent committees), clawback, anti-hedging; no related party transactions disclosed in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑pay result |
|---|---|
| 2024 | 91% FOR |
Compensation Committee uses Mercer; conducts investor outreach; program set near median and balances cash/equity with minimum vesting and clawbacks .
Compensation Committee Composition
- Members: William C. Goings (Chair), Colleen B. Brown, Paul G. Reitz, Kristi A. Savacool; entirely independent; 5 meetings in 2024; approves metrics, targets, and oversees HCM .
Investment Implications
- Alignment: CEO’s target bonus (150% of salary) and 50%+ of LTI in performance shares tied to multi‑year EBITDA and rTSR create clear leverage to fundamentals and stock performance; 2024 zero company STI payout and 2022 PSU forfeiture reinforce pay-for-performance credibility .
- Supply overhang: Large unvested RSU/PSU over 2025–2027 and demonstrated vesting cadence (53.9K shares vested in 2024) suggest periodic insider selling pressure on vest dates, notwithstanding anti‑hedging policies .
- Retention/Change risk: Robust severance and double‑trigger CIC protections (2x cash; full equity vesting) reduce flight risk and can influence strategic optionality in corporate actions; pre‑CIC severance (18 months) and long non‑compete (18 months) further stabilize leadership continuity .
- Governance comfort: Independent chair, strong committee independence, clawback, and no gross‑ups are investor‑friendly; however, TSR underperformance and low Adjusted EBITDA highlight execution risk—the new PSU framework (EBITDA+rTSR) raises stakes on multi‑year value creation .