Richard May
About Richard May
Richard May, age 47 as of April 11, 2025, has served as an independent director of Trulieve Cannabis Corp. since 2017. He is President and co-owner of May Nursery, Inc. (since 2002), and is a founding member of Trulieve with deep agricultural and cannabis industry expertise; he holds B.S. degrees in Agricultural Economics and Horticulture from Auburn University and completed leadership programs at the University of Florida and Texas A&M . He is considered independent under NI 52-110 and serves on Trulieve’s Compensation and Human Resources Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| May Nursery, Inc. | President & co-owner | 2002–present | Operational leadership in agriculture and horticulture |
| Gadsden County Chamber of Commerce | Director & Chairman | 2010–2016 | Community economic development leadership |
| Robert F. Munroe Day School | Treasurer & Trustee | 2012–2018 | Financial oversight in education |
| Southern Nursery Association | Director & President | 2010–2016 | Industry advocacy and association governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in biography or skills matrix |
Board Governance
- Committee assignments: Compensation & Human Resources Committee member; not listed on Audit; not listed on Nominating & Corporate Governance .
- Independence: Board identifies Richard May as independent under Canadian NI 52-110; six of seven directors are independent (CEO not independent) .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: CEO serves as Chair; Peter Healy is Lead Independent Director with defined responsibilities to strengthen board independence and effectiveness .
- Majority voting policy: Directors receiving more “withhold” than “for” votes are expected to tender resignations; decisions disclosed within 90 days .
Fixed Compensation
Director compensation structure and Richard May’s 2024 compensation:
- Program: Annual retainer $75,000 cash; chair retainers ($20,000 Audit Chair, $15,000 Compensation Chair, $12,500 Nominating Chair) and $25,000 Lead Director; annual equity retainer ~$150,000 split 50% options and 50% RSUs; stock ownership guideline set at 3× annual cash retainer; non-employee director annual limit $750,000 (cash + grant-date value) .
| Component (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 75,000 |
| Stock awards (RSUs grant-date value) | 75,000 |
| Option awards (grant-date value) | 68,036 |
| Total | 218,036 |
Grant sizing details:
- 2024 RSUs granted: 7,500 units to each non-employee director; RSUs vested by year-end but remained outstanding for settlement (except departing director) .
- 2024 options granted: 13,580 options to each non-employee director; all vested by year-end .
Performance Compensation
- Directors’ annual equity retainer is time-based (options and RSUs), not linked to performance metrics; no director performance metrics disclosed (e.g., revenue/EBITDA/TSR) for non-employee directors .
| Equity Award Structure (2024) | Grant Size | Grant-Date Value ($) | Vesting/Settlement |
|---|---|---|---|
| RSUs | 7,500 units | 75,000 | Vested by 12/31/2024; remained outstanding pending settlement |
| Stock Options | 13,580 options | 68,036 | Vested by 12/31/2024 |
Additional long-dated RSUs:
- RSUs of 19,003 units per director scheduled to settle no later than 30 days after the earlier of separation from service, qualifying change in control, or award anniversary date (December 1, 2030 or December 1, 2031) .
Other Directorships & Interlocks
- No external public company boards disclosed for Richard May .
- Compensation committee interlocks: None; committee members (including May) were not officers/employees of Trulieve; no reciprocal executive interlocks disclosed .
Expertise & Qualifications
- Skills matrix indicators for Richard May: CEO experience, retail experience, industry experience; independent director; not designated “financial expert” .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as-converted total shares) | 625,186 shares; <1% of total |
| Options exercisable within 60 days (included in Subordinate Voting Shares line item) | 92,703 options |
| RSUs excluded from 60-day window (deferred settlement) | 19,003 units (settle on separation/CoC/anniversary by Dec 2030/2031) |
| Pledged shares | None disclosed |
| Ownership guidelines | 3× annual cash retainer; compliance status not disclosed |
| Hedging policy | Hedging/derivatives transactions prohibited for insiders |
Related Party Transactions (Conflict Analysis)
| Nature | Counterparty | Amount | Period | Notes |
|---|---|---|---|---|
| Leases with related parties | Entity indirectly owned by CEO Kim Rivers and Director Richard May | $0.2 million expense per year | FY2022–FY2024 | Cultivation and corporate office facilities; approved under related party policy (Nominating & Corporate Governance Committee oversight) |
- Policy: Related Person Transaction Policies require pre-approval/ratification with full disclosure; evaluation includes arm’s-length terms and conflicts of interest considerations .
Governance Assessment
- Positives: Independent status; active role on Compensation & Human Resources Committee; strong sector-operational background; equity ownership and director stock ownership guidelines promote alignment; majority voting policy and Lead Independent Director structure enhance accountability .
- Red flags:
- Related-party leases with an entity indirectly owned by the CEO and Richard May ($0.2m annually in 2022–2024) present conflict risk despite formal review policies; continued disclosure and robust recusal practices are essential .
- Combined CEO-Chair structure concentrates power; mitigated by Lead Independent Director charter but remains a governance sensitivity for investors .
- Engagement: Attendance met at least 75% threshold; board and committees were active (board: nine meetings; compensation committee: six meetings in 2024), indicating baseline engagement .
- Shareholder feedback: 2024 say-on-pay approval ~86.6% suggests broad support for compensation practices; still monitor for any changes in director pay/equity structure and equity plan amendments .