Matthew Foulston
About Matthew Foulston
Independent director appointed to Trulieve’s Board on August 27, 2025. Prior roles include CFO of Covetrus, Inc., TreeHouse Foods, Inc., and Compass Minerals International, and an independent director at Hyzon Motors where he chaired both the Audit and Compensation Committees . Initial SEC Form 3 shows no beneficial ownership at appointment (filed September 3, 2025) . Committee assignments, age, and education were not disclosed in the appointment filing .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Covetrus, Inc. | Chief Financial Officer | Not disclosed | Senior finance leadership |
| TreeHouse Foods, Inc. | Chief Financial Officer | Not disclosed | Senior finance leadership |
| Compass Minerals International, Inc. | Chief Financial Officer | Not disclosed | Senior finance leadership |
External Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Hyzon Motors, Inc. | Independent Director; Chair of Audit & Compensation Committees | Not disclosed | Chaired audit & compensation; governance and financial oversight |
Board Governance
- Board structure: 7 directors; independent directors include Thad Beshears, Peter Healy, Richard May, Thomas Millner, Jane Morreau, and Susan Thronson; Chair/CEO is Kim Rivers . Lead Independent Director: Peter Healy under the Board’s Lead Director Charter .
- Committee compositions (2025 proxy): Audit (Chair: Millner; Members: Healy, Morreau, Thronson) ; Compensation & Human Resources (Chair: Thronson; Members: Beshears, Healy, May) ; Nominating & Corporate Governance (Chair: Healy; Members: Beshears, Millner, Rivers) . Foulston’s committee assignments were not disclosed in the 8‑K and will be reflected in the next proxy .
- Board activity and attendance: Board held 9 meetings in 2024; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Governance practices: Majority voting policy for director elections ; related-party transaction review by the Nominating & Corporate Governance Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 | Standard director retainer |
| Lead Director retainer | $25,000 | Additional cash retainer |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating: $12,500 | Additional cash retainers for chair roles |
| Non-employee director annual compensation cap | $750,000 | Includes cash + grant date fair value of awards; exceptions permitted in extraordinary cases |
Director stock ownership guidelines: 3x the annual cash retainer (newly adopted; details to be expanded in 2025 proxy) .
Performance Compensation
| Equity Component | Typical Annual Value | Structure | Vesting/Mechanics |
|---|---|---|---|
| Equity retainer (non-employee directors) | ~$150,000 | 50% stock options; 50% RSUs | Granted upon initial election and annually; program-level disclosure (individual grants for 2025 directors will be in next proxy) |
| 2024 calibration (context) | RSUs: 7,500 units; Options: 13,580 options | Granted to each director in 2024 | As of 12/31/2024: options vested; RSUs vested but outstanding for settlement |
Other Directorships & Interlocks
| Company | Relationship to Trulieve | Potential Interlock/Conflict |
|---|---|---|
| Covetrus, TreeHouse Foods, Compass Minerals | Prior employers | No disclosed business with Trulieve; no interlocks noted |
| Hyzon Motors | Prior board service | No cannabis industry linkage; no interlocks noted |
Expertise & Qualifications
- Deep finance leadership (CFO) experience across public companies; board-level oversight as audit and compensation chair at Hyzon Motors .
- Governance familiarity with public company compensation design and audit oversight, supportive of Trulieve’s committee-driven governance model .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at appointment | 0 shares (Form 3) |
| Derivative securities at appointment | None reported (Form 3) |
| Pledging/Hedging | Company prohibits hedging and short sales by insiders; pledging not disclosed for Foulston |
| Stock ownership guidelines | 3x cash retainer; compliance status for Foulston not yet disclosed |
Governance Assessment
- Positives: Appointment adds a seasoned finance executive with prior audit and compensation chair experience, strengthening board financial oversight and compensation governance . Majority voting, a robust related-party review policy, and a Lead Independent Director structure support board effectiveness .
- Independence & conflicts: No related-party transactions disclosed relating to Foulston at appointment; broader RPTs involve facilities leased from entities related to CEO Kim Rivers and Director Richard May (modest amounts), reviewed under policy .
- Alignment: Director equity retainer and newly adopted 3x retainer ownership guidelines enhance long-term alignment; non-employee director cap at $750k constrains pay inflation .
- Risk watch items: Combined Chair/CEO mitigated by Lead Independent Director role ; 2025 CFO transition (Getman resigned March 6, 2025; Reese appointed September 8, 2025) underscores the importance of audit and compensation oversight during leadership changes .
Insider Filings & Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | September 3, 2025 | No securities beneficially owned at appointment |
Notes on Director Compensation & Attendance Disclosure
- Director-level compensation details for Foulston’s initial equity grant and cash payments will be disclosed in the 2026 proxy; current policy-level amounts are presented above .
- Committee assignments for Foulston were not specified in the August 27, 2025 filing and will appear in the next proxy .
- Board attendance metrics available for 2024 (pre-appointment) indicate strong engagement standards at Trulieve .