Nilyum Jhala
About Nilyum Jhala
Nilyum Jhala, age 48, is Chief Technology Officer (CTO) of Trulieve Cannabis Corp. (TCNNF) and has served in this role since July 2021; previously he was VP of Global and Digital Technology at Hallmark Cards (2017–2021) and held leadership roles at Dollar Tree, Lowe’s, and Office Depot. He holds a B.E. in Electronics & Communications (Honors) from Barkatullah University and an M.S. in Computer and Information Systems from the University of South Alabama . Company performance context for pay alignment in 2024: revenue $1.2B (95% retail), adjusted EBITDA $420M (35% margin), cash from operations $271M, cash and short-term investments $300M, net loss attributable to common shareholders $155M, and expansion to 225 dispensaries (+33 in 2024) . Pay-versus-performance disclosure shows cumulative TSR value of $16.39 on a $100 initial investment as of 2024 and adjusted EBITDA of $420,230K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hallmark Cards | VP, Global & Digital Technology | 2017–2021 | Led digital/back-office transformation, eCommerce, IT architecture, business processes |
| Dollar Tree Inc. | Leadership positions | Not disclosed | Retail/CPG technology leadership across business and technical domains |
| Lowe’s | Leadership positions | Not disclosed | Retail technology leadership; operations/process execution |
| Office Depot | Leadership positions | Not disclosed | National retail IT leadership supporting transformation initiatives |
External Roles
No public company directorships or external board roles disclosed for Mr. Jhala .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $350,000 |
| Target Bonus % (2024 program) | 57% of base salary |
| Plan-Based Target Bonus (2024) | $200,000 (target; threshold $100,000; max $400,000) |
| Actual Discretionary Bonus Paid (2024) | $17,893 |
| Benefits | Group health (medical, dental, vision), disability, life; benefits same/similar to employees |
| Post-Agreement Target Bonus (effective 9/30/2024) | $250,000 under updated employment agreement |
Performance Compensation
Annual Cash Incentive Design (2024)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual vs Targets | Payout Framework |
|---|---|---|---|---|---|---|
| Revenue | 50% | $1,000,000,000 | $1,100,000,000 | $1,150,000,000 | Greater than maximum (stretch goals) | 50% at threshold; 100% at target; 200% at maximum |
| Adjusted EBITDA | 25% | $270,000,000 | $300,000,000 | $330,000,000 | Greater than maximum (stretch goals) | Same as above |
| Cash Flow from Operations | 25% | $180,000,000 | $200,000,000 | $220,000,000 | Greater than maximum (stretch goals) | Same as above |
| Quarterly Objectives (non-CEO NEOs) | 33% of NEO target bonus via CEO-set objectives | N/A | N/A | N/A | Determined by CEO; varies by NEO | Discretionary vs objectives |
| Company Determination | — | — | — | — | 2024 financial achievement exceeded maximums | Resulted in 200% of target bonuses (financial metrics) |
| Jhala 2024 Non-Equity Incentive Paid | $348,313 |
Long-Term Incentives (Equity Grants and Vesting)
| Grant Date | Instrument | Shares/Units | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/8/2024 | RSUs | 37,500 | — | — | 50% in year two, 50% in year three |
| 3/8/2024 | Stock Options | 67,902 | $10.00 | 3/8/2031 | Equal amounts over 3 years |
| 7/25/2023 | RSUs (unvested at 12/31/24) | 28,758 (market value $148,966 @ $5.18) | — | — | 50% in year two, 50% in year three |
| 7/25/2023 | Stock Options | 85,324 (exerc.) / 42,662 (unexerc.) | $3.99 | 2/24/2030 | Equal amounts over 3 years |
| 2/24/2022 | Stock Options | 49,719 (exerc.) | $21.48 | 2/24/2029 | Per award terms |
| 9/29/2021 | Stock Options | 19,458 (exerc.) | $26.88 | 12/31/2027 | Per award terms |
| 2024 Stock Awards Vested | 37,487 shares; value realized $215,135 |
Notes:
- Options vesting footnote: equal amounts over three years for recent grants; RSUs vest 50% in year two and 50% in year three .
- At 12/31/2024 closing price $5.18, RSU market values shown; underwater options excluded from acceleration valuations by policy .
Equity Ownership & Alignment
| Ownership Measure | Detail |
|---|---|
| Total Beneficial Ownership | 223,527 Subordinate Voting Shares; includes 6,000 held by spouse |
| Ownership % of Total Capital Stock | Less than 1% (“*” per proxy table) |
| Options Exercisable within 60 days (subset) | 177,135 for Jhala (count of options exercisable within 60 days) |
| Vested vs Unvested (12/31/24) | RSUs unvested: 28,758 (2023 grant); 35,900 (2024 grant) |
| Options Status vs $5.18 Price | $3.99 options ITM; $10.00, $21.48, $26.88 options OTM at 12/31/24 |
| Hedging/Pledging | Hedging prohibited; short sales and derivative transactions prohibited. No pledging disclosure found |
Employment Terms
| Term | Detail |
|---|---|
| Role Tenure | CTO since July 2021 |
| Agreement Date | Executive Employment Agreement effective September 30, 2024 |
| Base Salary (Agreement) | $350,000 |
| Target Bonus (Agreement) | $250,000 |
| Severance (No CIC) | 1.5x base + greater of target/actual prior-year bonus; prorated current-year bonus; COBRA up to 18 months; immediate vesting of unvested equity (performance awards vest only upon certification) |
| Severance (CIC Double Trigger, within 24 months) | 2x base + greater of target/actual prior-year bonus; prorated current-year bonus; COBRA; equity acceleration per plan; Section 280G cutback/“best-net” applied |
| Quantified Termination/CIC Scenario Values (12/31/24, $5.18 price) | Termination w/o Cause or for Good Reason: Cash $873,313; Stock incentives $393,984; Other benefits $26,117; Total $1,293,414. CIC double trigger: Cash $1,048,313; Stock incentives $393,984; Other benefits $26,117; Total $1,468,414 |
| Confidentiality/Assignment | NEOs subject to confidentiality obligations and IP assignment; general at-will employment framework |
| Clawback | Company intends to adopt updated clawback provisions aligned with SEC/listing exchange rules when applicable |
| Insider Trading Policy | Prohibits hedging, short sales, derivative transactions |
Compensation Structure Analysis
- Mix and Pay-for-Performance: 2024 program emphasizes variable pay—66% of NEO bonuses tied to revenue, adjusted EBITDA, and operating cash flow; 33% tied to quarterly objectives; financial results exceeded stretch goals yielding 200% payouts on financial metrics, while Jhala’s total non-equity incentive was $348,313, below the theoretical 200% of his $200,000 target, reflecting objective/discretionary components .
- Shift to RSUs vs Options: 2024 LTI split 50% options and 50% RSUs; options only have value with share price appreciation, supporting shareholder alignment; RSUs deliver value with stock price, improving retention certainty relative to options-only programs .
- Governance Features: No single-trigger CIC benefits; no tax gross-ups; no option repricing without shareholder approval; independent compensation consultant (Meridian); say-on-pay support ~86.6% in 2024 .
- Peer Benchmarking: Compensation benchmarked to a 25-company consumer-facing peer set plus cannabis subset; philosophy targets total compensation around market median .
Investment Implications
- Alignment and Incentives: Jhala’s variable pay tied to hard financial KPIs (revenue, EBITDA, CFO) aligns incentives to cash generation and profitability. The 50/50 option/RSU LTI mix ensures long-term orientation while limiting guaranteed value; options at $10.00 from 2024 are currently OTM at $5.18, tempering near-term equity monetization unless the stock appreciates .
- Vesting and Potential Selling Pressure: RSUs vest 50% in year two and 50% in year three for 2023 and 2024 grants, creating recurring vest events that may add incremental supply around company-designated vest dates; monitoring Form 4 filings around vest dates is prudent for trading signals .
- Retention Risk and Protection: Severance terms (1.5x base+bonus; 2x on CIC with double trigger; COBRA; equity acceleration) plus multi-year vesting reduce voluntary exit risk while maintaining shareholder-friendly features (no single-trigger; 280G best-net cutback) .
- Ownership and Skin-in-the-Game: Beneficial ownership is <1%, with some vested/unvested equity and limited in-the-money options (only $3.99 strike grants ITM at 12/31/24), suggesting moderate personal economic alignment; absence of pledging disclosure and prohibition on hedging are positive governance signals .
- Macro Context: Company delivered strong operational KPIs in 2024 (exceeded stretch goals), but posted a net loss; continued execution on cash generation and profitability will be crucial for options to become valuable and for RSU value realization against shareholder outcomes .