Jan Reese
About Jan Reese
Chief Financial Officer of Trulieve Cannabis Corp. effective September 8, 2025; brings 20+ years of finance leadership across public, private equity–backed, and entrepreneurial companies including prior CFO roles at Vimergy LLC, AVI‑SPL LLC, Tech Data Americas (now TD SYNNEX), and Motorsport Network Media LLC, with senior finance/executive roles at Delphi Automotive (now Aptiv PLC) and Walmart International . Tenure at Trulieve begins September 8, 2025; age and education not disclosed . Company performance context for incentive alignment: FY2024 revenue $1.2B, Adjusted EBITDA $420M (35% margin), operating cash flow $271M, and cash/short-term investments $300M; 33 dispensaries opened to 225 total at year-end . Pay-versus-performance disclosure shows cumulative TSR value of initial $100 investment at $16.39 in 2024, with net loss attributable to common shareholders of $(155)M and Adjusted EBITDA $420M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vimergy LLC | Chief Financial Officer | Not disclosed | Led core finance functions, supported IPO/exit readiness |
| AVI‑SPL LLC | Chief Financial Officer | Not disclosed | Oversaw finance, supported domestic/international expansion |
| Tech Data Americas (now TD SYNNEX) | Chief Financial Officer | Not disclosed | Finance leadership at large distributor; scale operations |
| Motorsport Network Media LLC | Chief Financial Officer | Not disclosed | Led finance for media portfolio |
| Delphi Automotive (now Aptiv PLC) | Senior finance/executive roles | Not disclosed | Global finance experience at tier‑1 auto supplier |
| Walmart International | Senior finance/executive roles | Not disclosed | Multi‑country finance leadership |
External Roles
None disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base salary | $475,000 per year | Paid per regular payroll; relocation to Tallahassee within six months required |
| Target bonus | $380,000 | Two‑part structure: 2/3 Annual Performance Bonus; 1/3 Quarterly Performance Bonus |
| Target bonus % of salary | Not disclosed | Agreement specifies dollar target, not percentage |
| Actual bonus (latest) | Not disclosed | Performance goals to be established; no payout disclosed yet |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Performance Bonus (Company + Executive goals) | 66% of target bonus | Not disclosed | Not disclosed | Paid during fiscal year following the year earned | Must be employed and in good standing through fiscal year end |
| Quarterly Performance Bonus (Executive goals) | 33% of target bonus | Not disclosed | Not disclosed | Quarterly based on achievement in the quarter | Must be employed and in good standing through quarter end; not prorated |
| Annual Equity Awards | $750,000 grant value eligible annually | Determined by Compensation Committee | Not disclosed | N/A (equity) | Form may be options, RSUs, PSUs; subject to plan terms |
Company historically uses revenue, Adjusted EBITDA, and cash flow from operations for NEO bonus design; 2024 targets/pay outcomes were set for NEOs broadly, but Mr. Reese’s specific performance metrics were not disclosed .
Equity Ownership & Alignment
- Annual equity eligibility: $750,000 value; award form can include options, RSUs, PSUs under the Omnibus Incentive Plan .
- Hedging prohibited for officers/directors/employees; no option re‑pricing without shareholder approval .
- Clawback: Company intends to adopt updated clawback policy in line with exchange rules when applicable .
- Immediate vesting upon certain terminations: All issued and unvested annual equity awards immediately vest on termination without Cause or for Good Reason; performance‑based awards vest only upon Compensation Committee certification that goals were met .
- Beneficial ownership, vested vs unvested shares, pledging: Not disclosed for Mr. Reese in 2025 proxy; no pledging disclosure for Mr. Reese .
Employment Terms
| Term | Detail |
|---|---|
| Effective date | September 8, 2025 |
| Initial term | 3 years from Effective Date; auto‑renews for 1‑year terms unless 90‑day non‑renewal notice |
| Position/reporting | Chief Financial Officer; reports to CEO |
| Location | Must establish/maintain residence in Tallahassee, FL within six months |
| Moving expenses | Company reimburses up to $25,000 for relocation |
| Non‑compete | 2 years post‑termination; covers “Restricted Business” (manufacturing/selling low THC/CBD cannabinoid products and other Company products/services) in “Restricted Area” where Company operates or operated in prior year |
| Non‑solicit | 2 years post‑termination for employees, consultants, independent contractors, vendors, suppliers |
| Confidentiality/IP | Robust confidentiality; work product owned by Company; IP assignment; attorney‑in‑fact for filings |
| Non‑disparagement | Mutual non‑disparagement |
| Severance (no CoC) | 2x (base salary + greater of current‑year target bonus or prior‑year actual) + prorated target bonus for current year; paid in installments over 24 months; COBRA subsidy up to 24 months; immediate vesting of unvested equity (performance awards subject to certification) |
| Severance (within 24 months post‑CoC) | 2.5x (base salary + greater of current‑year target bonus or prior‑year actual) + prorated target bonus; paid as lump sum; COBRA subsidy up to 24 months; immediate equity vesting as above |
| Release condition | Severance contingent on timely execution and non‑revocation of general release; installment timing subject to 409A |
| Arbitration | JAMS Employment Arbitration Rules; Tallahassee, FL; FAA; attorneys’ fees to prevailing party |
| 409A/280G | Agreement structured for 409A compliance; 280G “best net” reduction/no gross‑up |
Say‑on‑Pay & Compensation Governance
- Say‑on‑pay approval: 86.6% support at 2025 meeting (for 2024 compensation) ; 83.9% support at 2024 meeting (for 2023 compensation) .
- Compensation Committee: Susan Thronson (Chair), Thad Beshears, Peter Healy, Richard May; all independent under NI 58‑101 .
Performance & Track Record Indicators
- CFO certifications: As CFO, Mr. Reese signed SOX Section 302 certifications on Trulieve’s Q3 2025 Form 10‑Q (dated November 5, 2025) affirming disclosure controls and financial statement fairness .
- Company 2024 operating highlights (pre‑appointment): Revenue $1.2B; Adjusted EBITDA $420M; operating cash flow $271M; 33 new dispensaries to 225 total; net loss $(155)M; cash/short‑term investments $300M .
Compensation Structure Analysis
- High at‑risk pay emphasis maintained company‑wide: CEO 79% and other NEOs ~72% at‑risk in 2024; reinforces pay‑for‑performance culture Mr. Reese enters into .
- CFO compensation continuity: Prior CFO (Wes Getman) had identical base salary ($475,000), target bonus ($380,000), and CFO severance framework, indicating disciplined market‑based CFO pay bands and consistent severance economics .
- Shareholder‑friendly features: No tax gross‑ups, no single‑trigger CoC benefits, no option re‑pricing without shareholder approval; hedging prohibited .
Equity Ownership & Alignment (Detailed Items)
| Item | Status |
|---|---|
| Stock ownership guidelines | Not disclosed in documents reviewed for Mr. Reese |
| Compliance status | Not disclosed |
| Pledging/hedging | Hedging prohibited; pledging not disclosed |
| Options exercisable/unexercisable | Not disclosed for Mr. Reese (no grant details filed yet) |
| Vested vs unvested RSUs/PSUs | Not disclosed |
Investment Implications
- Retention and alignment: Two‑year non‑compete/non‑solicit, Tallahassee residency commitment, and meaningful severance economics (2x/2.5x plus prorated bonus; equity acceleration) reduce near‑term retention risk while preserving performance accountability via certification for performance‑based equity .
- Incentive design: Split bonus structure (annual company goals, quarterly executive goals) and annual equity eligibility ($750k, form determined by Compensation Committee) create multi‑horizon incentives; cash metrics historically emphasize revenue, EBITDA, and cash flow from operations, supporting disciplined capital allocation under the new CFO .
- Trading signals: Equity acceleration upon termination can create event‑driven selling pressure if large awards are granted later; hedging ban and lack of re‑pricing mitigate misalignment risks .
- Governance backdrop: Strong say‑on‑pay support (86.6% in 2025), independent Compensation Committee, and CFO SOX certifications bolster confidence in control environment under Reese’s finance leadership .