Eric Powers
About Eric Powers
Eric Powers is Chief Legal Officer and Corporate Secretary at Trulieve Cannabis Corp. (TCNNF), serving as CLO since 2021 after joining as General Counsel and Corporate Secretary in 2019; he was 55 years old as of April 11, 2024 and is listed among executive officers in the company’s proxy materials . He holds a J.D. from the University of Alabama, an LL.M. in Taxation from New York University, and a B.A. from Auburn University, bringing more than 25 years of corporate and tax law experience to Trulieve . His annual incentive compensation is tied to company financial metrics—Revenue, Adjusted EBITDA, and Cash Flow from Operations—with Trulieve’s Compensation & HR Committee determining payouts; actual outcomes drove a 125.5% payout vs target for 2023 and 200% of target for 2024, indicating strong operating execution against set goals . His current employment agreement dated August 1, 2024 sets a $400,000 base salary and a $257,000 target bonus, alongside severance protections and equity acceleration provisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crawford & Company (NYSE: CRD) | In-house attorney; Vice President & Corporate Secretary | 2005–2018 | Led corporate legal functions for a publicly traded insurance services firm; governance and regulatory navigation across jurisdictions |
| Troutman Sanders (now Troutman Pepper) | Attorney (corporate and tax law) | 2000–2005 | Corporate and tax law practice supporting transactional and governance matters |
| Capell & Howard | Attorney (corporate and tax law) | 1994–2000 | Corporate and tax counsel in private practice |
| Trulieve Cannabis Corp. | General Counsel & Corporate Secretary | 2019–2021 | Built public-company governance framework and legal infrastructure post-combination; transitioned to CLO role |
External Roles
- No external public-company board or committee roles are mentioned in Trulieve’s executive biographies or officer listings reviewed .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $350,000 | $350,000 | $367,500 | $400,000 (per Aug 1, 2024 agreement) |
| Target Bonus % of Base | 70% (Sept 29, 2021 agreement) | 70% (Sept 29, 2021 agreement) | 70% (employment agreement summary) | 64% (2024 target bonus % table) |
| Discretionary Bonus ($) | $15,000 | — | $17,949 | $17,893 |
| Non-Equity Incentive Plan Compensation ($) | $324,164 | $132,550 | $296,964 | $428,390 |
| Stock Awards – Grant Date Fair Value ($) | $375,003 | $374,998 | $229,485 | $359,000 |
| Option Awards – Grant Date Fair Value ($) | $730,162 | $472,904 | $255,972 | $358,828 |
| Total Compensation ($) | $1,825,378 | $1,355,664 | $1,171,635 | $1,601,737 |
| All Other Compensation ($) | $31,049 | $25,212 | $3,765 | $37,626 (includes insurance premiums, 401k match, HRA) |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Outcome |
|---|---|---|---|---|---|---|
| 2023 Revenue | 40% | $1,000,000,000 | $1,100,000,000 | $1,228,000,000 | Between Target and Maximum | Contributed to 125.5% of target bonus payout |
| 2023 Adjusted EBITDA | 40% | $290,000,000 | $330,000,000 | $367,000,000 | Between Threshold and Target | Contributed to 125.5% of target bonus payout |
| 2023 Cash Flow from Operations | 20% | $75,000,000 | $100,000,000 | $123,000,000 | Above Maximum | Contributed to 125.5% of target bonus payout |
| 2023 Quarterly Objectives (non-CEO NEOs) | 33% of target bonus opportunity | N/A | N/A | N/A | Set by CEO; evaluated quarterly | Part of overall payout determination |
| 2024 Revenue | 50% | $1,000,000,000 | $1,100,000,000 | $1,150,000,000 | Above Maximum | Drove 200% of target bonus payout |
| 2024 Adjusted EBITDA | 25% | $270,000,000 | $300,000,000 | $330,000,000 | Above Maximum | Drove 200% of target bonus payout |
| 2024 Cash Flow from Operations | 25% | $180,000,000 | $200,000,000 | $220,000,000 | Above Maximum | Drove 200% of target bonus payout |
- Target bonus opportunity as % of base salary: 2023 Powers 70%; 2024 Powers 64% .
- 2023 plan-based awards for Powers included RSUs and options granted 7/25/2023; 2024 grants occurred 3/08/2024 with RSUs and options; cash incentive thresholds/targets/maximums are shown below .
Plan-Based Awards Detail (Equity and Cash)
| Year | Grant Date | RSUs (#) | Options (#) | Option Exercise Price ($) | Grant Date Fair Value ($) | Cash Incentive Threshold ($) | Cash Incentive Target ($) | Cash Incentive Max ($) |
|---|---|---|---|---|---|---|---|---|
| 2023 | 7/25/2023 | 57,515 | 127,986 | $3.99 | $485,457 | $183,750 | $367,500 | $735,000 |
| 2024 | 3/08/2024 | 35,900 | 65,005 | $10.00 | $717,828 | $128,500 | $257,000 | $514,000 |
- Vesting conventions: 2020 option awards vest 15% year 1, 25% year 2, 40% year 3; 2021 options vest evenly over three years; RSUs vest 50% in year two and 50% in year three .
Equity Ownership & Alignment
| Snapshot Date | Beneficial Ownership (SVS) | % of SVS | Options Exercisable within 60 Days | RSUs Settling within 60 Days | Notes |
|---|---|---|---|---|---|
| Apr 11, 2022 | 92,076 | <1% | Not specified in footnote excerpt | Not specified in footnote excerpt | Executive list confirms role; ownership table shows <1% |
| Apr 17, 2023 | 136,577 | <1% | 129,601 | — | As-converted totals; RSU settlement not indicated for Powers |
| Apr 25, 2024 | 235,988 | <1% | 217,132 | — | Footnote details options in 60 days; RSUs not listed for Powers |
| Apr 24, 2025 | 272,674 | <1% | 224,460 | — | Updated beneficial ownership; RSUs not listed for Powers |
- Outstanding awards (as of Dec 31, 2023) for Powers: options outstanding across grants (e.g., 1/3/2020: 73,575 at $11.52 expiring 1/3/2025; 1/4/2021: 21,420 at $33.42 expiring 1/4/2026; 9/29/2021: 46,329 at $26.88 expiring 12/31/2027; 2/24/2022: 33,146 exercisable and 16,573 unexercisable at $21.48 expiring 2/24/2029; 7/25/2023: 42,662 exercisable and 85,324 unexercisable at $3.99 expiring 2/24/2030) . RSUs not yet vested: 8,729 and 57,515 units, with market values $45,478 and $299,653 at $5.21 per share (12/29/2023 close) .
- 2023 exercises/vests: no option exercises; RSU vesting of 15,705 shares valued at $82,294 for Powers .
- Hedging/pledging: Trulieve prohibits hedging of company equity; pledging is not discussed in the reviewed disclosures .
Employment Terms
| Term | Detail |
|---|---|
| Current Agreement | Executive Employment Agreement dated August 1, 2024 (Chief Legal Officer) |
| Base Salary | $400,000 |
| Target Bonus | $257,000 (64% of base) |
| Severance (No CoC; termination without Cause or for Good Reason) | 2.0x (base salary + greater of current-year target bonus or prior-year actual bonus) + prorated current-year bonus; payable over 24 months; company pays COBRA premiums up to 24 months; immediate vesting of unvested equity (performance awards vest upon certification) |
| Severance (With CoC; termination within 24 months post-CoC) | 2.5x (base salary + greater of current-year target bonus or prior-year actual bonus) + prorated current-year bonus; COBRA premiums; immediate vesting conditions as above |
| 280G Treatment | “Best-net” approach: payments limited to greater of safe harbor (no excise tax) or greatest after-tax amount; no gross-up |
| Potential Payments (estimated at 12/31/2023) | Cash: $1,102,500 (no CoC) / $1,286,750 (with CoC); Stock incentives: $501,274; Other benefits (COBRA): $39,176; Totals: $1,642,950 (no CoC) / $1,827,200 (with CoC); change-in-control alone shows stock incentive value only ($501,274) |
| Equity Grant Timing Policy | Options granted at or above fair market value; awards not timed around MNPI; annual grant cadence; 2024 options not granted within blackout windows around filings |
| Clawback | Company intends to adopt updated clawback provisions aligned to SEC rules once applicable |
| Hedging Policy | Hedging of company equity is prohibited for officers, directors, and employees |
| Role Tenure | CLO since 2021; GC & Corporate Secretary 2019–2021 |
Investment Implications
- Pay-for-performance calibration: Powers’ annual bonus is explicitly tied to Revenue, Adjusted EBITDA, and Cash Flow from Operations; outcomes delivered above-target payouts in 2023 (125.5% of target) and maximum payouts in 2024 (200% of target), indicating alignment with operational execution and cash generation .
- Retention risk mitigants: Strong severance protections (2.0x base+bonus; 2.5x with CoC), prorated bonus, COBRA coverage for up to 24 months, and immediate vesting (subject to performance certification) reduce departure risk and align incentives in change-of-control scenarios; absence of tax gross-ups and adoption of “best-net” 280G treatment is shareholder-friendly .
- Insider selling pressure: Large option tranches with near-term expirations (e.g., 73,575 options at $11.52 expiring 1/3/2025) and steady RSU vesting could create episodic liquidity events; no option exercises occurred in 2023, but ongoing vesting suggests potential future selling dependent on price and tax considerations .
- Alignment and governance: Beneficial ownership has increased over time (136,577 in 2023; 235,988 in 2024; 272,674 in 2025), and hedging is barred; pledging is not disclosed, limiting known misalignment risks; long-term equity mix (options and time-based RSUs) balances retention with performance sensitivity .
- Execution profile: Legal and governance expertise spanning public-company contexts (Crawford & Company) and complex regulatory regimes provides stable risk management capability important for MSO operations; compensation design—particularly heavy weighting to cash flow in 2024—signals emphasis on liquidity and profitability amidst regulatory and capital market constraints .