Jane Morreau
About Jane Morreau
Jane C. Morreau, 66, has served as an independent director of Trulieve Cannabis Corp. since 2021 and is a member of the Audit Committee. She is a seasoned global finance executive and CPA, formerly Executive Vice President and Chief Financial Officer of Brown‑Forman Corporation (2014–2021), with prior finance roles at Kentucky Fried Chicken (Yum! Brands). She holds a B.S. in Accounting (with high honors) and an MBA from the University of Louisville and has been designated by the Board as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown‑Forman Corporation | Executive Vice President & CFO | 2014–2021 | Led global finance; broad expertise in supply chain, manufacturing operations, IT, retail ops, M&A, corporate strategy |
| Brown‑Forman Corporation | Senior management/executive finance roles | 1991–2014 | 30-year career with escalating finance/operational leadership |
| Kentucky Fried Chicken (Yum! Brands) | Finance roles | Pre‑1991 | Various financial roles |
External Roles
| Organization | Public/Private | Role | Start | Committees |
|---|---|---|---|---|
| Vita Coco | Public | Director; Chair of Audit; Member of Nominating & ESG | 2021 | Audit (Chair); Nominating; ESG |
| Del Monte Foods Holdings Limited | Private | Director | Jun 2023 | Audit; Nominating |
| Ole Smoky Distillery | Private | Director | Jul 2023 | Board member |
| Public company boards (ex‑Trulieve) | — | Count | — | 1 |
| Private company boards (ex‑Trulieve) | — | Count | — | 2 |
Board Governance
- Independence: Independent under NI 52‑110; Audit Committee financial expert .
- Committee assignments: Audit Committee member; Audit chaired by Thomas Millner; other members Peter Healy and Susan Thronson .
- Attendance and engagement: Board met 9 times in 2024; each director attended ≥75% of board and applicable committee meetings; annual meeting attendance by all directors . Audit Committee met 9 times in 2024 .
- Board leadership: CEO (Kim Rivers) is Chair; lead independent director structure in place (Peter Healy) with defined duties and independent executive sessions at regular meetings .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for non‑employee directors |
| Chair/lead retainers (program terms) | $25,000 Lead Director; $20,000 Audit Chair; $15,000 Comp Chair; $12,500 Nominating Chair | Morreau is not a chair at Trulieve; no incremental chair fee |
| Fees earned in cash (Morreau) | $75,000 | 2024 Director Compensation Table |
| Stock ownership guidelines | 3× annual cash retainer (non‑executive directors) | Adopted after 2023 review; in effect by 2025 proxy; individual compliance not disclosed |
| Non‑employee director annual grant cap | $750,000 (cash + grant‑date fair value) | Plan limit; exceptions only in extraordinary circumstances; conflicted director may not participate in the decision |
Performance Compensation
| Equity Component | 2024 Grant | Grant‑Date Fair Value | Vesting/Status |
|---|---|---|---|
| RSUs (Morreau) | 7,500 units | $75,000 | As of 12/31/2024, RSUs vested but remained outstanding pending settlement |
| Stock options (Morreau) | 13,580 options | $68,036 | As of 12/31/2024, options vested |
| Director equity program (general) | ~50% options / ~50% RSUs | ~$150,000 total target per year | Competitive retention and alignment; initial and annual grants; at‑market options; 10‑year max term; no repricing without shareholder approval |
Performance metrics: None disclosed for director compensation; equity is time‑based and not tied to revenue/EBITDA/TSR targets .
Other Directorships & Interlocks
- Network: Beverage and spirits boards (Vita Coco; Del Monte Foods Holdings Limited; Ole Smoky Distillery) may enhance consumer brand, supply chain, and retail oversight skills; no related‑party transactions disclosed involving Morreau at Trulieve .
- Interlocks: No compensation committee interlocks or insider participation involving Morreau; 2024 comp committee members were independent, none were Trulieve officers .
Expertise & Qualifications
- Skills (Board matrix): Public company finance experience; retail experience; M&A experience; independent director; financial expert designation .
- Education/credentials: B.S. Accounting (high honors), MBA (University of Louisville); CPA .
- Age and tenure: 66 as of 4/11/2025; director since 2021; years of service 4 .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Subordinate Voting Shares beneficially owned | 95,513 | <1% ownership |
| Multiple Voting Shares | 0 | — |
| Options exercisable within 60 days | 90,786 | Included in beneficial ownership calculation rules |
| RSUs (deferred settlement feature) | 19,003 | Settlement no later than 30 days after earlier of separation, qualifying change‑in‑control, or award anniversary date (Dec 1, 2030 or Dec 1, 2031) |
- Hedging/pledging: Company policy prohibits hedging or short sales; pledging not disclosed .
- Section 16 compliance: Company indicates officers/directors timely filed required Section 16(a) reports for 2024 .
Governance Assessment
- Board effectiveness: Morreau strengthens audit oversight (financial expert, multi‑industry finance background). Audit Committee met 9 times and oversees financial reporting, controls, risk, and cybersecurity; her Vita Coco audit chair role adds relevant governance depth .
- Independence and attendance: Independent; attended at least 75% of meetings; supports investor confidence in board engagement .
- Alignment and pay structure: Director compensation mix emphasizes equity (~$143k of $218k total for 2024), aligning interests; ownership guidelines (3× retainer) add discipline, but individual compliance status is not disclosed .
- Conflicts/related parties: No Morreau‑specific related‑party transactions disclosed. Company discloses leases and agreements involving the CEO and director Richard May; oversight of related‑party reviews sits with Nominating & Corporate Governance Committee; policies require review/approval and consider arm’s‑length terms .
- Risk indicators and signals:
- CEO dual role as Chair is a governance risk; mitigated by independent Lead Director, executive sessions, and committee independence .
- CFO resigned effective March 2025—heightened importance of Audit Committee oversight during transition; board updated policies/code after prior CFO investigation in 2023 .
- Say‑on‑pay: 86.6% approval in 2024 indicates shareholder support for compensation practices; continued monitoring warranted given sector volatility .
- Equity plan protections: No evergreen; no repricing without shareholder approval; double‑trigger CIC vesting; clawback provisions subject to recoupment policy—positive governance features .
RED FLAGS: None disclosed specific to Morreau (no related‑party exposure, no attendance issues, no Section 16 delinquencies). Company‑level considerations include CEO as Chair and related‑party leases with CEO/another director, which place added importance on independent oversight and committee rigor .