Sector: Industrials
BARRETT BUSINESS SERVICES INC · Meeting: June 1, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nine Directors to Serve Until the 2027 Annual Meeting of Stockholders
Long-tenured director (since 2000) with relevant financial expertise; BBSI's 3-year TSR of +40% outperforms the peer group median by +79.5pp, far exceeding the 50pp threshold required to trigger an against vote, and no other policy flags apply.
Director since September 2022 with strong insurance industry background; BBSI's 3-year TSR outperforms the peer group median by +79.5pp, well above the 50pp trigger threshold, and no other policy flags apply.
Director since 2016 with extensive CFO and public-company financial expertise; chairs the Audit Committee; BBSI's 3-year TSR outperforms the peer group median by +79.5pp, well above the trigger threshold, and no other policy flags apply.
Appointed in 2025, so fewer than 24 months of tenure — exempt from the TSR trigger under the new-director rule — and brings deep investment management and accounting expertise from a 30-year career at T. Rowe Price and PricewaterhouseCoopers.
CEO and director since 2020; BBSI's 3-year TSR of +40% outperforms the peer group median by +79.5pp, well above the 65pp trigger threshold for strong-positive TSR companies, and no other policy flags apply.
Long-tenured director (since 1993) with insurance and investment management experience; BBSI's 3-year TSR outperforms the peer group median by +79.5pp, far exceeding the trigger threshold, and no other policy flags apply.
Director since 2021 with technology, cybersecurity, and operations expertise; BBSI's 3-year TSR outperforms the peer group median by +79.5pp, well above the trigger threshold, and no other policy flags apply.
Director since 2022 with marketing, digital transformation, and governance expertise; BBSI's 3-year TSR outperforms the peer group median by +79.5pp, well above the trigger threshold, and no other policy flags apply.
Director since 2017 with senior finance and healthcare executive experience; chairs the Compensation Committee; BBSI's 3-year TSR outperforms the peer group median by +79.5pp, well above the trigger threshold, and no other policy flags apply.
All nine director nominees receive a FOR vote. BBSI's 3-year TSR of +40% outperforms the company-disclosed peer group median by +79.5pp, which exceeds the 50pp underperformance threshold required to trigger against votes for strong-positive-TSR companies — meaning the TSR trigger does not fire for any director. No overboarding, attendance, independence, or familial-relationship flags were identified. Mark Finn, appointed in early 2025, is additionally exempt from the TSR trigger as a director with fewer than 24 months of tenure.
CEO
Gary E. Kramer
Total Comp
$5,002,291
Prior Support
96%%
CEO Gary Kramer received total compensation of $5,002,291 in 2025, which is within a reasonable range for a CEO at an ~$800M-market-cap industrials/staffing company with strong financial results — net income grew to $54.4M and gross billings reached $9.0B. The pay program is well-structured: the majority of compensation is variable and performance-linked through annual cash incentives tied to objective metrics (gross billings growth, net income, gross margin, worksite employee adds) and three-year performance share awards tied to gross billings and net income before taxes, with payouts calibrated on a sliding scale. BBSI's 3-year TSR of +40% significantly outperforms the disclosed peer group median of -39.5%, demonstrating strong pay-for-performance alignment, the prior year say-on-pay vote received 96% support, and a meaningful clawback policy compliant with Nasdaq listing standards is in place.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,917,860
Non-Audit Fees
$0
Deloitte billed $1,917,860 in audit fees and $0 in non-audit fees for fiscal 2025, producing a non-audit fee ratio of 0%, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire; no material restatements were identified; and Deloitte is a Big 4 firm appropriate for BBSI's market cap.
BBSI's 2026 annual meeting presents a clean ballot with no significant governance concerns: all nine director nominees receive FOR votes driven by strong outperformance of the company-disclosed peer group over three years (+79.5pp above peer median), the Say on Pay vote receives a FOR based on a well-structured, performance-linked compensation program with 96% prior-year support and strong pay-for-performance alignment, and auditor ratification receives a FOR given zero non-audit fees and a Big 4 auditor. The equity plan share increase is outside this policy's current scope and is not evaluated.
14 companies disclosed in 2026 proxy filing
