William Goings
About William C. Goings
William C. Goings is an independent director (age 67) serving on TrueBlue’s Board since April 2016; he chairs the Compensation Committee (since December 2020) and sits on the Corporate Governance & Nominating Committee and the Innovation & Technology Committee . The Board determined he is independent as of March 27, 2025; his Board tenure is 9 years . Goings’ background includes senior leadership roles in financial services and insurance: former Executive Vice President of TD Bank Group and President, Senior Vice President & COO of TD Insurance, with prior senior roles at Genworth Financial and GE Capital; he is a member of NACD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Bank Group | Executive Vice President | Not disclosed | Senior leadership experience |
| TD Insurance | President | Not disclosed | P&L leadership; insurance operations |
| TD Insurance | Senior Vice President & COO | Not disclosed | Operations leadership |
| Genworth Financial | Senior leadership roles | Not disclosed | Strategy/business development |
| GE Capital | Senior leadership roles | Not disclosed | Corporate banking/strategic roles |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Encore Capital Group | Director | Public | Current directorship |
| AARP Service Inc. | Director | Private | Current directorship |
| Penn Mutual Insurance Company | Director | Private | Current directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined independence on March 27, 2025 |
| Years of service | 9 years on Board |
| Committee memberships | Compensation (Chair), Corporate Governance & Nominating, Innovation & Technology |
| Committee meetings in 2024 | Compensation: 5; Corporate Governance & Nominating: 5; Innovation & Technology: 4; Audit (context): 7 |
| Responsibilities as Comp Chair | Oversees executive pay strategy and plans, approves incentive metrics/goals, monitors stock ownership guidelines, manages HCM risks; committee comprised entirely of independent directors |
| Attendance | All directors attended at least 75% of Board and committee meetings in 2024; 8 of 9 attended the 2024 annual meeting |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board retainer (director) | $77,000 | Paid quarterly |
| Committee retainer – Compensation | $12,500 | Paid quarterly |
| Committee retainer – Corporate Governance & Nominating | $5,000 | Paid quarterly |
| Committee retainer – Innovation & Technology | $5,000 | Paid quarterly |
| Committee chair supplement – Compensation | $15,000 | Paid quarterly |
| Total cash fees earned (reported) | $114,500 | Matches fee schedule and reported amount |
Performance Compensation
| Equity Element (2024 unless noted) | Amount/Detail | Vesting/Mechanics |
|---|---|---|
| Annual RSU grant (non-employee directors) | Target value $135,000 | 2024 RSUs vested on September 30, 2024; beginning 2025 grants vest fully one year from grant date |
| Additional RSUs for committee chair | $10,000 for Compensation Committee Chair | Included with annual director equity awards |
| RSU grant-date fair value used for accounting | $11.25/share | ASC 718 grant-date valuation |
| RSU count (Goings – deferred equity retainer) | 10,227 RSUs | Goings elected to defer 100% of equity retainer until 90 days post Board separation |
| RSU share determination (director awards) | Based on ~60-day average stock price ≈ $14.18 | Used to determine number of RSUs for awards |
Performance metrics overseen by Compensation Committee (used for NEO compensation in 2024):
- Adjusted EBITDA; revenue growth versus a defined Revenue Peer Group; resource management; leadership development; corporate citizenship and HCM initiatives; operational goals; company profitability; with capped payouts and equity-aligned LTI (time-based RSUs and PSUs) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Encore Capital Group (public) | Specialty finance/collections | No related party transactions disclosed in 2024 |
| AARP Service Inc. (private) | Services | No related party transactions disclosed in 2024 |
| Penn Mutual Insurance Company (private) | Insurance | No related party transactions disclosed in 2024 |
Expertise & Qualifications
- Business unit CEO experience; strategic planning; international business development; e-business; corporate banking; governance leadership; problem-solving, results-oriented approach .
- Committee leadership at TBI; independence and compensation oversight experience; HCM and risk oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Mar 14, 2025) | 55,393 shares | Includes 55,393 deferred shares |
| Percent of class | <1% | As noted in security ownership section |
| Ownership guidelines (directors) | ≥5x base annual cash retainer | RSUs/deferred shares count; options do not; new directors have 5 years to comply |
| Compliance status | All non-employee directors met or were on track | As of end of fiscal 2024 |
| Hedging/Pledging | Hedging prohibited; pledging discouraged | Insider Trading and anti-hedging policy |
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company believes all applicable filing requirements were met; no delinquency noted for Goings; limited administrative errors noted for two NEOs (Ferencz, Schweihs) |
Governance Assessment
- Strengths: Independent director with 9 years of service; chairs Compensation Committee comprised solely of independent directors; active oversight of executive pay metrics and HCM; robust risk-mitigation features (caps, clawbacks, ownership guidelines); say-on-pay support at 91% in 2024 indicates investor acceptance of compensation governance .
- Alignment: Director equity grants plus Goings’ full deferral of RSUs to post-board service strengthen long-term alignment; director ownership guidelines enforced; anti-hedging policy and discouragement of pledging reduce misalignment risks .
- Engagement: Committee activity levels (Comp: 5; Gov: 5; I&T: 4) and attendance thresholds met; Goings participates across governance and technology oversight, including AI/cybersecurity risk review .
- Conflicts/RED FLAGS: No related person transactions in 2024; no Section 16 filing issues for Goings; no option repricing, no excise tax gross-ups, double-trigger CIC for NEOs; pledging discouraged and hedging prohibited (no red flags identified in disclosures) .