Jason Pernell
About Jason Pernell
Jason Pernell is President of Trulieve Cannabis Corp. (TCNNF), appointed February 26, 2025; age 48; B.S. in Electrical Engineering and MBA from Florida State University . He previously served as Operations Officer (July 2015–Feb 2019) and Chief Information Officer (Feb 2019–Feb 2025); he is described by the company as a co‑founder alongside CEO Kim Rivers in 2015 . Company performance relevant to executive pay-for-performance: 2024 revenue $1.186B (+5% y/y), adjusted EBITDA $420M (+30% y/y), and cash from operations $271M; cumulative TSR (from 12/31/2020 base) measured at 16.39 vs peer group 21.50 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trulieve Cannabis Corp. | President | Feb 2025–present | Senior executive leadership; continuity from ops/technology; appointment announced; co‑founder background supports execution focus |
| Trulieve Cannabis Corp. | Chief Information Officer | Feb 2019–Feb 2025 | Led enterprise technology; digital infrastructure supporting scaled retail/cultivation footprint |
| Trulieve Cannabis Corp. | Operations Officer | Jul 2015–Feb 2019 | Early-stage operational build-out during company formation and growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medical cannabis businesses (CA & OR) | Business owner/operator | Not disclosed | Direct industry operating experience in regulated markets |
| Engineering consulting firms | Owner/operator | ~10 years | Engineering and systems execution experience applied to scaling operations |
Fixed Compensation
- 2024 NEO base salaries (for context): CEO $850,000; CLO $400,000; CPO $350,000; CTO $350,000; CFO $475,000 .
- Pernell’s 2025 President compensation terms were not disclosed in the 2025 proxy and no separate Item 5.02 filing with compensation details was identified; he is not included among 2024 named executive officers, so no 2024 SCT disclosure exists for him .
Performance Compensation
Company pay-for-performance program (2024) used for NEOs; Pernell’s 2025 plan terms are not disclosed, but the structure below shows how Trulieve ties incentives to performance .
| Metric | Weighting | Threshold (Low End Guidance) | Target (High End Guidance) | Maximum (Stretch) | 2024 Actual vs Target | Payout vs Target |
|---|---|---|---|---|---|---|
| Revenue | 50% | $1,000,000,000 | $1,100,000,000 | $1,150,000,000 | Above maximum | 200% of target |
| Adjusted EBITDA | 25% | $270,000,000 | $300,000,000 | $330,000,000 | Above maximum | 200% of target |
| Cash Flow from Operations | 25% | $180,000,000 | $200,000,000 | $220,000,000 | Above maximum | 200% of target |
Additional 2024 plan mechanics:
- CEO bonus had 82% financials/18% special projects weighting; other NEOs had 66% financials/33% quarterly objectives; CFO 100% financials .
- Bonus curve: 50% at threshold, 100% at target, 200% at maximum .
- Equity mix for NEOs: 50% stock options (FMV strike; 10-year term), 50% RSUs; options vest ratably over 3 years; RSUs vest 50% in year 2/50% in year 3 .
Equity Ownership & Alignment
- Vesting schedules: options vest in equal amounts over three years; RSUs vest 50% in year two and 50% in year three .
- Hedging/derivatives are prohibited for officers/directors/employees under the Insider Trading and Reporting Policy .
- Director stock ownership guidelines: 3x annual cash retainer (disclosed as part of program updates); executive ownership guidelines not explicitly disclosed in 2025 proxy .
- Beneficial ownership table in the 2025 proxy covers directors and 2024 NEOs; Pernell is not listed, reflecting his appointment in 2025 and non-NEO status for 2024 .
Employment Terms
- Pernell’s President employment agreement terms (base salary, bonus target, severance, change‑of‑control) were not disclosed in the 2025 proxy, and no 8‑K with Item 5.02 terms specific to him was identified; company notes his appointment but not compensation detail .
- Reference terms from other Trulieve executive agreements (illustrative of governance posture; not Pernell-specific):
- CEO severance: 2.5x base + greater of target/prior-year bonus, plus prorated bonus; COBRA up to 30 months; immediate vesting (performance equity vests upon certification); 3x multiple and lump sum within 24 months of Change of Control; 280G cutback to best after-tax outcome; no single-trigger benefits .
- CLO severance: 2.0x base + bonus; 2.5x upon Change of Control; accelerated vesting subject to performance certification; COBRA up to 24 months; 280G best-after-tax provision .
- Standard confidentiality, non-compete, non-solicit, non-disparagement, and IP assignment provisions are typical in Trulieve executive agreements (example: CFO appointments) .
- Clawback policy: company intends to adopt updated clawback provisions aligned with SEC exchange listing rules when applicable .
Performance & Track Record
| Metric | 2024 | 2023 | Commentary |
|---|---|---|---|
| Revenue ($USD Millions) | 1,186.5 | 1,129.2 | +5% y/y growth; retail 95% of mix |
| Adjusted EBITDA ($USD Millions) | 420.2 | 322.3 | +30% y/y; 35% margin |
| Cash from Operations ($USD Millions) | 271.5 | 201.8 | Record cash generation |
| TSR (Initial $100 from 12/31/2020) | 16.39 | 16.48 | Company TSR vs peer TSR 21.50 in 2024 |
Additional 2024 operational highlights relevant to execution:
- 33 dispensaries opened; footprint expanded to 225 retail locations at year-end; 95% of revenue from retail .
- Q4 gross margin 62%; adjusted EBITDA $111M (37% margin) .
- Ongoing federal tax position challenge (280E), with $114M refunds received-to-date and $445M uncertain tax position liability at 12/31/2024; management states 2024 net income would have been positive without 280E effect .
Say-on-Pay & Compensation Peer Group
- 2024 say‑on‑pay approval: approximately 86.6% support .
- Compensation peer group spans consumer and cannabis operators (e.g., Curaleaf, Green Thumb, Verano, Columbia Sportswear, Crocs, YETI, National Beverage), and the company targets total compensation around market median; Meridian is the independent compensation consultant .
Risk Indicators & Red Flags
- No hedging allowed; no tax gross-ups; no option repricing without shareholder approval; no single-trigger change-in-control benefits in agreements (positive governance signals) .
- CFO departure in March 2025 with interim replacement and later new CFO appointment in September 2025 indicates finance leadership transitions; company disclosed no accounting disagreements related to the CFO departure .
- 280E tax challenge and uncertain tax position ($445M; $413M related to the challenge) could affect cash flows and compensation outcomes tied to GAAP metrics; company highlights non-GAAP adjusted results and cash generation .
Investment Implications
- Alignment: Pernell’s co‑founder status and long tenure in operations/IT suggest high execution continuity and operational discipline; Trulieve’s equity-heavy, multi‑year vesting program promotes retention and long-term value focus .
- Disclosure gap: Absence of President-specific 2025 compensation and severance/CoC terms limits pay-for-performance evaluation and retention risk quantification for Pernell; monitor upcoming 8‑K/DEF 14A updates for details .
- Performance levers: Company-wide incentive plan ties payouts to revenue, adjusted EBITDA, and operating cash flow—metrics that reflect Pernell’s operational remit; 2024 results paid at 200% of target, indicating high performance sensitivity of cash incentives .
- Watch items: Finance leadership transitions and 280E tax resolution may influence near-term cash and profitability metrics used in incentives; RSU/option vest schedules can create periodic supply from insider vesting, but individual President grant data are not disclosed yet .