Kim Rivers
About Kim Rivers
Kim Rivers is Chair of the Board and Chief Executive Officer of Trulieve Cannabis Corp. since 2015; she was also President from 2015–2021 . She holds a Bachelor’s degree in Multinational Business and Political Science from Florida State University and a Juris Doctor from the University of Florida; she is a member of the Georgia Bar and previously practiced law focusing on M&A and securities . Age: 46 as of April 11, 2025; Years of service on the board: 10 . Trulieve reported FY2024 revenue of $1.2B and Adjusted EBITDA of $420M, with cash from operations of $271M, reflecting operational scale and cash generation . Pay-versus-performance disclosure shows cumulative TSR from a $100 base of 16.39 vs peer group 21.50 for 2024; Net loss attributable to common shareholders was $(155.1)M and Adjusted EBITDA $420.2M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trulieve Cannabis Corp. | President | 2015–2021 | Executive leadership of operations during early growth phase; continued leadership as CEO/Chair |
| Inkbridge LLC | Principal | Since 2011 | Investment firm leadership; industry entrepreneur recognition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Cannabis Roundtable | Second Vice Chair | Not disclosed | Industry advocacy and policy engagement |
| Benzinga Cannabis Advisory Board | Member | Not disclosed | Market insights and industry network |
| Georgia Bar Association | Member | Not disclosed | Legal credentials underpinning M&A/securities expertise |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Discretionary Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 850,000 | 100% of salary | 17,893 | CEO Employment Agreement updated Aug 1, 2024 sets salary $850,000 |
| 2023 | 750,000 | 100% of salary | 11,638 | Salary increased vs 2022 |
| 2022 | 500,000 | 100% of salary | — | Initial CEO Employment Agreement (Sept 29, 2021) set $500,000 |
Performance Compensation
- Annual bonus design (2024): 82% based on pre-established financial targets (revenue, Adjusted EBITDA, cash from operations) and 18% based on special project goals; payout curve at 50% threshold, 100% target, 200% maximum .
- 2024 outcome: Actual results exceeded maximum for all three metrics; payout determined at 200% of target (i.e., $1.7M for Rivers) .
| Metric (2024) | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue | 50% | 1,000,000,000 | 1,100,000,000 | 1,150,000,000 | Greater than Maximum | 200% of target |
| Adjusted EBITDA | 25% | 270,000,000 | 300,000,000 | 330,000,000 | Greater than Maximum | 200% of target |
| Cash Flow from Operations | 25% | 180,000,000 | 200,000,000 | 220,000,000 | Greater than Maximum | 200% of target |
- Long-term incentives: 50% options and 50% RSUs allocation for NEOs; options granted at fair market price, 10-year term; RSUs time-based vesting (50% in year 2, 50% in year 3); repricing prohibited under plan .
| Award Type | Allocation (FY2024) | Vesting | CEO 2024 Grant Detail |
|---|---|---|---|
| Options | 50% | Equal tranches over 3 years | 3/8/2024: 76,956 exercisable, 153,912 unexercisable; $10.00 strike; expires 3/8/2031 |
| RSUs | 50% | 50% year 2, 50% year 3 | 3/8/2024: 127,500 units; MV $660,450 at $5.18/share (12/31/24) |
Equity Awards and Vesting Detail (Selected)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | RSUs Unvested (#) | Notes |
|---|---|---|---|---|---|---|---|
| 1/3/2020 | Options | 160,944 | — | 11.52 | 1/3/2025 | — | 15%/25%/40% vesting over 3 years |
| 1/4/2021 | Options | 46,856 | — | 33.42 | 1/4/2026 | — | 15%/25%/40% schedule |
| 9/29/2021 | Options | 172,962 | — | 26.88 | 12/31/2027 | — | Equal tranches over 3 years |
| 2/24/2022 | Options | 185,618 | — | 21.48 | 2/24/2029 | — | Equal tranches |
| 7/25/2023 | Options | 290,103 | 145,051 | 3.99 | 2/24/2030 | 97,776 | Options equal tranches; RSUs 50%/50% (yr2/yr3) |
| 3/8/2024 | Options | 76,956 | 153,912 | 10.00 | 3/8/2031 | 127,500 | Options equal tranches; RSUs 50%/50% |
- 2024 stock vested (RSUs): Rivers 130,364 shares; value realized $745,360; no option exercises by NEOs in 2024 .
Multi-Year Executive Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 500,000 | 750,000 | 850,000 |
| Discretionary Bonus | — | 11,638 | 17,893 |
| Stock Awards (RSUs) | 1,400,002 | 780,252 | 1,275,000 |
| Option Awards | 1,765,511 | 870,308 | 1,274,391 |
| Non-Equity Incentive (Performance Bonus) | 224,500 | 941,250 | 1,700,000 |
| All Other Compensation | 14,939 | 3,765 | 25,989 |
| Total | 3,904,952 | 3,357,213 | 5,143,273 |
- At-risk pay: 79% for CEO in 2024; 72% for other NEOs .
- Hedging prohibited; clawback policy updates intended upon applicable listing rules; no tax gross-ups including 280G excise tax gross-ups .
Equity Ownership & Alignment
| As-of Date | Subordinate Voting Shares (#) | % Subordinate | Multiple Voting Shares (#) | % Multiple | Total Capital Stock (#) | % Total | % Voting |
|---|---|---|---|---|---|---|---|
| Apr 24, 2025 | 2,462,216 | 1.47% | 169,734 | 73.08% | 19,435,616 | 10.17% | 10.17% |
| Apr 25, 2024 | 813,202 | 0.50% | 169,734 | 73.08% | 17,786,602 | 9.50% | 9.50% |
- Within 60 days of Apr 24, 2025: options exercisable 772,495; RSUs within 60 days: none for Rivers .
- Anti-hedging policy in place; pledging not disclosed; employees do not receive director fees for board service .
- Related party transactions: Company leases facilities from entities owned by Rivers and a director; related-party lease expense was $0.2M in each of 2022–2024; equipment rental expenses were $0.2M (2023) and $0.3M (2024) .
Employment Terms
- CEO Employment Agreement (Aug 1, 2024): Base salary $850,000; target bonus $850,000 .
- Severance (no CoC): 2.5x salary + greater of current-year target bonus or prior-year actual bonus; plus prorated current-year bonus; paid over 30 months; COBRA for 30 months; immediate vesting of unvested equity (performance awards vest upon certification); 12 months outplacement .
- CoC (double trigger within 24 months): 3x salary + greater of target or prior actual bonus; prorated current-year bonus; lump-sum payment; COBRA for 3 years . 280G cutback to greater after-tax amount vs excise-triggering cap .
- Clawback and anti-hedging policies: clawback updates intended upon application; hedging prohibited .
- Executive ownership guidelines: non-executive directors have 3x annual cash retainer ownership guideline; executive-specific ownership guidelines not disclosed .
Board Governance
- Dual roles: Rivers is Chair and CEO; not independent; Board adopted a Lead Director Charter (Peter Healy currently serves as Lead Director) to mitigate independence concerns and enhance oversight .
- Committee membership: Rivers serves on the Nominating and Corporate Governance Committee; she is not listed on Audit or Compensation committees .
- Board meetings: Nine meetings in FY2024 with two unanimous written consents; all directors attended at least 75% of meetings/committees .
- Director compensation: Non-employee director program includes $75,000 cash retainer, chair/lead director fees, and ~$150,000 equity (50% options, 50% RSUs); employees (including Rivers) receive no director compensation .
Compensation Peer Group and Say-on-Pay
- Compensation consultant: Meridian Compensation Partners; peer group targeted “competitive range around the market median” .
- 2024 say-on-pay approval: ~86.6% support; 2023 approval: ~83.9% support .
- Selected peers include consumer brands and cannabis operators (e.g., Topgolf Callaway, Boston Beer, Curaleaf, Green Thumb, Crocs, Verano, YETI, National Beverage, Vector Group) .
Performance & Track Record
- 2024 highlights: Revenue $1.2B; Adjusted EBITDA $420M (35% of revenue); CFO resignation March 2025 noted separately; cash flow from operations $271M; cash and short-term investments $300M; retail footprint 225 stores at year-end .
- Pay vs Performance (PEO): Compensation Actually Paid $3.49M; cumulative TSR $16.39 vs peer group $21.50; Net loss attributable $(155.1)M; Adjusted EBITDA $420.2M .
Insider Vesting/Selling Pressure Indicators
- 2024: No option exercises by NEOs; Rivers had RSU vesting of 130,364 shares with $745,360 realized value .
- Section 16: Company indicates timely filings for FY2024 by officers/directors and 10% holders .
Company Financial Context (for Pay-for-Performance)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 931,934,000* | 1,218,229,000* | 1,129,193,000 * | 1,186,490,000 * |
| EBITDA ($) | 338,611,000* | 300,229,000* | 263,298,000* | 258,857,000* |
| Cash from Operations ($) | 8,883,000* | 21,409,000* | 207,242,000 * | 271,785,000* |
Values retrieved from S&P Global.
Note: Asterisks indicate values sourced via S&P Global fundamentals.
Compensation Structure Analysis
- Shift to larger cash bonus outcomes: 2024 payout at 200% of target reflects above-stretch performance on all three metrics; demonstrates strong pay-for-performance but elevates near-term cash compensation .
- Balanced LTI mix: Options (10-year term, FMV strike) + time-based RSUs; options motivate long-term TSR; RSUs reduce risk vs options; no repricing without shareholder approval .
- Governance protections: Anti-hedging; clawback intentions; double-trigger CoC; no tax gross-ups .
- Related party transactions: Ongoing leases and equipment rentals with entities owned by Rivers; nominal dollar amounts but represent governance risk to monitor .
Employment Terms (Detailed)
- Triggers, multiples, and vesting summarized above; no explicit disclosure of non-compete/non-solicit terms for CEO; NEO agreements include standard confidentiality/assignment provisions .
Investment Implications
- Alignment: High at-risk pay (79%) and option-heavy LTI align Rivers with long-term value creation; anti-hedging and double-trigger CoC are investor-friendly .
- Retention and change-of-control economics: Robust severance (2.5x; 3x under CoC) plus accelerated vesting could increase retention but also raise transaction costs in a sale scenario; no gross-up mitigates shareholder cost .
- Trading signals: No option exercises in 2024; RSU vesting-driven share delivery may create periodic selling to cover taxes, but no evidence of discretionary selling disclosed; Section 16 filings timely .
- Governance risks: Dual role (Chair/CEO) mitigated by Lead Director; related-party leases require continued oversight; prior CFO investigation led to strengthened policies .
- Pay-for-performance: 2024 bonus capped at 200% due to exceeding stretch on all targets; continuation of strong operational metrics supports incentive design but monitor TSR underperformance vs peer group .
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