Peter Healy
About Peter Healy
Peter Healy, age 73, has served on Trulieve’s board since 2019 and is the Lead Independent Director and Chair of the Nominating & Corporate Governance Committee; he also sits on the Audit and Compensation & Human Resources Committees . He is an accomplished corporate attorney (30+ years) and currently a Partner at McDermott Will & Emery LLP; previously Partner/Of Counsel at O’Melveny & Myers (1989–Mar 2020) . He is independent under Canadian NI 52-110/NI 58-101 and designated by the board as an “audit committee financial expert” . Board tenure: 6 years as of April 11, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDermott Will & Emery LLP | Partner | Current (start date not disclosed) | Broad corporate practice advising on governance, capital markets, M&A, private equity |
| O’Melveny & Myers LLP | Partner / Of Counsel | 1989 – March 2020 | Corporate counsel across industries; governance and transactional expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (ex-Trulieve) | — | — | None disclosed; skills matrix shows 0 current public boards for Healy |
| Private company boards (ex-Trulieve) | — | — | None disclosed in proxy |
Board Governance
- Roles and committees: Lead Independent Director; Chair, Nominating & Corporate Governance (members: Healy (Chair), Beshears, Millner, Rivers); Member, Audit (Chair: Millner; members: Healy, Morreau, Thronson); Member, Compensation & HR (Chair: Thronson; members: Beshears, Healy, May) .
- Independence and expertise: Independent under NI 52-110/NI 58-101; designated “audit committee financial expert” (all Audit members) .
- Attendance and engagement: Board held 9 meetings and 2 unanimous written consents in 2024; each director attended at least 75% of board and committee meetings . Committee cadence: Audit (9 meetings), Compensation & HR (6 meetings + 3 consents), Nominating & Corporate Governance (4 meetings + 1 consent) .
- Lead Director responsibilities: Presides over independent sessions, approves agendas/schedules, liaises between directors and CEO/Chair, engages with shareholders as needed, collaborates on CEO evaluation and board effectiveness .
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings .
Fixed Compensation
| Component (Director Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Lead Director fee | $25,000 | Additional retainer for Lead Director |
| Nominating & Corporate Governance Chair fee | $12,500 | Committee chair retainer |
| 2024 cash actually paid to Healy | $112,500 | Matches $75k + $25k + $12.5k |
Performance Compensation
| Equity Element | 2024 Grant Detail | Grant-Date Fair Value | Notes |
|---|---|---|---|
| RSUs (annual director grant) | 7,500 RSUs | $75,000 | Part of ~50/50 split of $150k equity retainer (approximate); as of 12/31/2024, director RSUs (except Alvarez) were vested but unsettled |
| Stock options (annual director grant) | 13,580 options | $68,036 | As of 12/31/2024, all 2024 director option awards were vested |
| Non-employee director annual cap | — | $750,000 | Total cash + equity cap per year under plan |
- Director compensation structure has no performance metrics; equity is time-based and designed to align with shareholders (no options repricing without shareholder approval) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (ex-Trulieve) | None for Healy (skills matrix) |
| Compensation committee interlocks | None; CHRC members (incl. Healy) were not officers/employees; no interlocks disclosed |
Expertise & Qualifications
- Legal/governance: 30+ years advising on corporate governance, capital markets, M&A, and private equity across multiple industries .
- Financial oversight: Board-designated “audit committee financial expert” and financially literate; sits on Audit Committee .
- Board skills matrix: Independent director; M&A experience; public company finance experience; private company board experience; financial expert .
- Education: B.S. Economics (Santa Clara University); MBA (with distinction) Cornell University; J.D. UC Hastings .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 107,003 shares | As of April 24, 2025; <1% of total capital and voting power (*) |
| Options exercisable within 60 days | 95,381 | Included in beneficial ownership calculation |
| RSUs excluded from ownership | 19,003 RSUs | Settlement deferred until separation, qualifying CoC, or on award anniversary (2030/2031) |
| Ownership as % of outstanding | <1% | Below reporting threshold (*) |
Governance Assessment
- Strengths
- Robust leadership role: Lead Independent Director with defined responsibilities mitigating combined CEO/Chair structure .
- Breadth of oversight: Serves on all three key committees; chairs Nominating & Corporate Governance (which also reviews related-party transactions) .
- Financial oversight: Audit Committee financial expert; committee met 9 times in 2024, signaling active oversight .
- Independence and attendance: Independent under NI standards; ≥75% attendance; independent directors meet in executive session .
- Ownership alignment: Director stock ownership guideline set at 3x annual cash retainer (newly added in late 2023 review) .
- Compliance and investor sentiment: All Section 16(a) reports timely in 2024; Say‑on‑Pay passed with ~86.6% support in 2024 .
- Watch items / potential red flags
- Company-level related parties: Leases and arrangements with entities owned by CEO and director May ($0.2m lease expense each in 2022–2024; additional $0.3m in 2024/$0.2m in 2023 for an asset rental), though the Related Person Transaction policy vests review/approval with the committee Healy chairs .
- Capital structure: Dual-class voting (Subordinate Voting vs. Multiple Voting Shares); as of Apr 24, 2025, SVS represented ~87.8% and MVS ~12.2% of voting rights, which investors should monitor for control dynamics .
- Board environment context: CFO resigned effective March 6, 2025; board updated Code and policies in 2023 after an Audit Committee investigation—areas to monitor for continuity and control improvements .
No pledging, hedging, or tax gross-ups are allowed under program policies; hedging and short sales are prohibited for officers, directors, and employees .
Director Compensation (2024 Detail)
| Component | Peter Healy ($) |
|---|---|
| Fees earned or paid in cash | 112,500 |
| Stock awards (RSUs) | 75,000 |
| Option awards | 68,036 |
| Total | 255,536 |
Other Notes Relevant to Board Effectiveness
- Nominating & Corporate Governance remit includes director independence assessments, board education, ESG oversight, and related-party transaction approvals—Healy’s chair role is central to these processes .
- Compensation & HR Committee uses Meridian as its independent consultant; committee found no consultant conflicts—Healy serves on this committee .
- Majority voting policy in director elections with expectation of resignation if “withhold” votes exceed “for” votes; supports accountability .
(*) Percentage is less than 1.0% .