Executive Compensation Tables
(1) The value in this column represents the aggregate amount of both restricted shares and performance share units granted to NEOs and calculated according to FASB ASC 718. These amounts do not necessarily correspond to the actual value that will be realized by the NEO, or the manner of calculating the restricted share or performance share unit award used by the Compensation Committee. For example, in 2017, Mr. Cooper received a target value of $843,750 in restricted shares with the actual number of shares granted being calculated using the average closing price of our stock during the 60 trading days preceding the grant date, which was $23.44. In 2017, Mr. Cooper also received a target value of $843,750 in performance share units with the actual number of performance shares being calculated using 80% of the average closing price of our stock during the 60 trading days preceding the grant date, which was $18.75. The FASB ASC 718 grant date fair value of Mr. Cooper’s restricted shares was $907,099 and the FASB ASC 718 grant date fair target value of Mr. Cooper’s performance share units was $1,133,874, which is included in the table above. Performance share units will vest three years after the grant date if certain long-term Company performance goals are met, as discussed in more detail in the Compensation Discussion and Analysis section of this proxy statement. Equity awards are described in more detail in the Compensation Discussion and Analysis section of this proxy statement and in the Grants of Plan-Based Awards Table. For additional information, refer to Note 11 to the Consolidated Financial Statements found in Item 8 of Part II of our 2017 Form 10-K (listed under Stock-Based Compensation). The value of the performance share units granted in 2017 is based upon the target outcome of the performance conditions at the grant date. The maximum value of the 2017 performance share units assuming that the highest level of performance conditions was achieved, based on the grant date share price of $25.20, was approximately $1,700,824 for Mr. Cooper, $544,244 for Mr. Gafford, $793,724 for Mr. Beharelle, $382,990 for Mr. Defebaugh, and $514,055 for Mr. Larkin.
(2) The amounts set forth in this column for the respective fiscal year were earned during such fiscal year and paid in the early part of the following fiscal year to each of the NEOs under our Short-Term Incentive Plan. For additional information on the determination of the amounts related to Non-Equity Incentive Plan Compensation, see the discussion in the Compensation Discussion and Analysis entitled “Short-Term Incentive Plan.”
(3) This amount represents the cash value of the Company’s annual circle of excellence trip in which Mr. Cooper participated.
(4) These amounts represent matching funds paid by the Company to participants in the Nonqualified Deferred Compensation Plan.
(5) This amount represents matching funds paid by the Company to participants in the Nonqualified Deferred Compensation Plan in the amount of $9,000 and a service award in the amount $1,376 received by Mr. Gafford.
(6) This amount includes a $100,000 transition bonus paid to Mr. Beharelle for acquisition related performance in 2015 as well as special incentive bonuses for Mr. Beharelle related to the performance of specific business units.
(7) This amount represents the promotional grant of restricted stock to Mr. Beharelle on June 1, 2015 at a grant date price of $28.48.
(8) This amount represents the aggregate incremental cost to the Company of personal benefits provided to Mr. Beharelle for certain housing, automobile, and telecommunication costs.
(9) This amount includes the aggregate incremental cost to the Company of personal benefits provided to Mr. Beharelle for certain housing, automobile, and telecommunication costs in 2016 in the amount of $57,823 and the cash value of the company’s annual circle of excellence trip in the amount of $2,298.
(10) This amount includes a car allowance in the amount of $3,884 and the cash value of the Company’s annual circle of excellence trip in the amount $4,641.
(11) This amount represents matching funds paid by the Company to participants in the Nonqualified Deferred Compensation Plan in the amount of $8,973 and a service award in the amount $688 received by Mr. Defebaugh.
(12) This amount includes the matching funds in the amount of $9,000 paid by the Company to participants in the Nonqualified Deferred Compensation Plan and the cash value of the Company’s annual circle of excellence trip in the amount of $2,886.
(13) This amount includes the matching funds in the amount of $9,000 paid by the Company to participants in the Nonqualified Deferred Compensation Plan, the cash value of the Company’s annual circle of excellence trip in the amount of $4,472, and a service award in the amount $1,377.TABLE OF CONTENTS
TrueBlue, Inc. 2018 Proxy Statement P.41 |
EXECUTIVE COMPENSATION TABLES
Executive Compensation Tables
Grants of Plan-Based Awards
| | | | | | | | | | |
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All other stock awards: number of shares of stock or units (#)(4) | Grant Date Fair Value of Equity Based Awards(5) |
Name/ Type of Award | Grant Date | Action Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |
| | | | | | | | | | |
Steven C. Cooper | | | | | | | | | | |
Cash Incentive | — | 12/15/2016 | $468,750 | $750,000 | $1,125,000 | — | — | — | — | — |
Restricted Stock | 2/10/2017 | 12/15/2016 | — | — | — | — | — | — | 35,996 | $ 907,099 |
Performance Share Units | 2/10/2017 | 12/15/2016 | — | — | — | 22,498 | 44,995 | 67,493 | — | $1,133,874 |
| | | | | | | | | | |
Derrek L. Gafford | | | | | | | | | | |
Cash Incentive | — | 12/15/2016 | $168,750 | $337,500 | $ 562,500 | — | — | — | — | — |
Restricted Stock | 2/10/2017 | 12/15/2016 | — | — | — | — | — | — | 11,519 | $ 290,279 |
Performance Share Units | 2/10/2017 | 12/15/2016 | — | — | — | 7,199 | 14,398 | 21,597 | — | $ 362,830 |
| | | | | | | | | | |
A. Patrick Beharelle | | | | | | | | | | |
Cash Incentive | — | 12/15/2016 | $196,875 | $393,750 | $ 656,250 | — | — | — | — | — |
Restricted Stock | 2/10/2017 | 12/15/2016 | — | — | — | — | — | — | 16,798 | $ 423,310 |
Performance Share Units | 2/10/2017 | 12/15/2016 | — | — | — | 10,499 | 20,998 | 31,497 | — | $ 529,150 |
| | | | | | | | | | |
James E. Defebaugh | | | | | | | | | | |
Cash Incentive | — | 12/15/2016 | $118,750 | $190,000 | $ 285,000 | — | — | — | — | — |
Restricted Stock | 2/10/2017 | 12/15/2016 | — | — | — | — | — | — | 8,106 | $ 204,271 |
Performance Share Units | 2/10/2017 | 12/15/2016 | — | — | — | 5,066 | 10,132 | 15,198 | — | $ 255,327 |
| | | | | | | | | | |
Wayne W. Larkin | | | | | | | | | | |
Cash Incentive | — | 12/15/2016 | $148,750 | $276,250 | $ 446,250 | — | — | — | — | — |
Restricted Stock | 2/10/2017 | 12/15/2016 | — | — | — | — | — | — | 10,879 | $ 274,151 |
Performance Share Units | 2/10/2017 | 12/15/2016 | — | — | — | 6,800 | 13,599 | 20,399 | — | $ 342,695 |
| A. Patrick Beharelle | |
| Cash Incentive | | | | | | 12/11/2020 | | | $547,969 | | | $876,750 | | | $1,402,800 | | | — | | | — | | | — | | | — | | | — | |
| Restricted Stock Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 68,405 | | | $1,342,106 | |
| Annual Performance Share Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | 42,753 | | | 85,506 | | | 128,259 | | | — | | | $1,677,628 | |
| 2018 Performance Share Unit Modification | | | 1/4/2021 | | | 1/4/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,378 | | | $80,511 | |
| 2019 Performance Share Unit Modification(7) | | | 12/3/2021 | | | 12/3/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 13,702 | | | $367,351 | |
| Derrek L. Gafford | |
| Cash Incentive | | | | | | 12/11/2020 | | | $234,375 | | | $375,000 | | | $600,000 | | | — | | | — | | | — | | | — | | | — | |
| Restricted Stock Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 19,506 | | | $382,708 | |
| Annual Performance Share Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | 12,191 | | | 24,382 | | | 36,573 | | | — | | | $478,375 | |
| Retention Performance Share Units | | | 2/5/2021 | | | 1/14/2021 | | | — | | | — | | | — | | | — | | | 20,806 | | | — | | | — | | | $408,214 | |
| 2018 Performance Share Unit Modification | | | 1/4/2021 | | | 1/4/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,970 | | | $54,618 | |
| 2019 Performance Share Unit Modification(7) | | | 12/3/2021 | | | 12/3/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,649 | | | $124,640 | |
| Taryn R. Owen | |
| Cash Incentive(8) | | | | | | 12/11/2020 | | | $250,078 | | | $432,188 | | | $712,873 | | | — | | | — | | | — | | | — | | | — | |
| Restricted Stock Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,677 | | | $327,203 | |
| Annual Performance Share Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | 10,424 | | | 20,847 | | | 31,271 | | | — | | | $409,018 | |
| Retention Performance Share Units | | | 2/5/2021 | | | 1/14/2021 | | | — | | | — | | | — | | | — | | | 36,410 | | | — | | | — | | | $714,364 | |
| 2018 Performance Share Unit Modification | | | 1/4/2021 | | | 1/4/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,668 | | | $30,675 | |
| 2019 Performance Share Unit Modification(7) | | | 12/3/2021 | | | 12/3/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,610 | | | $69,974 | |
| Carl R. Schweihs | |
| Cash Incentive | | | | | | 12/11/2020 | | | $143,000 | | | $260,000 | | | $436,800 | | | — | | | — | | | — | | | — | | | — | |
| Restricted Stock Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,403 | | | $204,107 | |
| Annual Performance Share Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | 6,502 | | | 13,004 | | | 19,506 | | | — | | | $255,138 | |
| Retention Performance Share Units | | | 2/5/2021 | | | 1/14/2021 | | | — | | | — | | | — | | | — | | | 31,209 | | | — | | | — | | | $612,321 | |
| Garrett R. Ferencz | |
| Cash Incentive | | | | | | 12/11/2020 | | | $162,500 | | | $260,000 | | | $416,000 | | | — | | | — | | | — | | | — | | | — | |
| Restricted Stock Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,403 | | | $204,107 | |
| Annual Performance Share Units | | | 2/5/2021 | | | 12/11/2020 | | | — | | | — | | | — | | | 6,502 | | | 13,004 | | | 19,506 | | | — | | | $255,138 | |
(1)
| This column reflects the date that the Compensation Committee approved the Company performance targets (Adjusted EBITDA and relative revenue growth), business unit performance targets (Adjusted EBITDA), and individual performance targets and awards pursuant to the STI plan, and also set the Company performance targets for the Annual PSU and Retention PSU awards under the LTI plan. For the 2018 and 2019 PSU Modifications, this column reflects the date that the Compensation Committee approved such modification. |
(2)
| These amounts include the individual performance (at target), Company Adjusted EBITDA (at threshold, if applicable), business unit Adjusted EBITDA (at threshold, if applicable), and Company relative revenue growth portions (at threshold) of the STI plan opportunity as discussed in the Compensation Discussion and Analysis section above. |
(3)
| These columns show what the potential payout for each NEO would have been under the STI plan in 2021, if the threshold, target, or maximum goals were satisfied for all Company performance measures. The amount also reflects the individual performance goals component of the STI plan. The potential payouts were performance-driven and therefore completely at risk. For actual payouts under the STI plan for 2021, please see the Summary Compensation Table. The business measurements, performance goals, and salary multipliers for determining the payout are described in the Compensation Discussion and Analysis section. The amounts shown for Ms. Owen reflect three-fourths of her STI opportunity as President of PeopleReady and one-fourth of her STI opportunity as President of PeopleReady and PeopleScout. |