Susan Thronson
About Susan Thronson
Susan Thronson (age 63) has served as an independent director of Trulieve Cannabis Corp. since 2020 and chairs the Compensation and Human Resources Committee. She brings global digital, ecommerce, and loyalty marketing expertise from senior roles at Marriott International and maintains an NACD Governance Fellow credential (since 2015). She holds a B.A. in Journalism from the University of Nevada, Reno and has five years of service on Trulieve’s board as of April 11, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Senior Vice President, Global Marketing | 2005–2013 | Led worldwide integrated marketing strategy and execution across hotel brand portfolio |
| Marriott International | Various operational roles | 1989–2005 | Progressive leadership responsibilities in marketing operations |
| Angie’s List | Director | 2012–2017 | Board service at internet services company |
| SONIC Drive-In | Director | 2015–2018 | Board service at U.S. quick-service restaurant chain |
| Self-employed | Management consultant | 2013–present | Advisory work leveraging marketing and digital expertise |
External Roles
| Organization/Institution | Position | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Governance Fellow | 2015–present | Maintains NACD credential |
| University of Nevada, Reno | B.A. Journalism | N/A | Education |
Board Governance
- Independence: Classified independent under Canadian NI 52-110; also determined an Audit Committee financial expert by the Board .
- Committee assignments: Chair, Compensation & Human Resources Committee; Member, Audit Committee .
- Board/committee activity: Board met 9 times in 2024; Audit Committee met 9 times; Compensation & Human Resources Committee met 6 times (plus 3 unanimous written consents). Each director attended at least 75% of meetings, and all directors attended the 2024 annual meeting .
- Lead Independent Director structure: Board has a Lead Director (Peter Healy) to enhance independence when Chair is not independent; independent directors meet in executive session .
| Governance Element | 2024 Detail |
|---|---|
| Independence status | Independent; Audit Committee financial expert |
| Committees | Compensation (Chair); Audit (Member) |
| Board meetings | 9 held; ≥75% attendance by each director; all directors attended annual meeting |
| Audit Committee meetings | 9 |
| Compensation Committee meetings | 6; 3 actions by unanimous written consent |
| Executive sessions | Independent directors meet in executive session at regular meetings |
Fixed Compensation (Director)
- Program design: Annual cash retainer $75,000; Chair fees: Compensation Chair $15,000; Audit Chair $20,000; Nominating Chair $12,500; Lead Director $25,000 .
- 2024 actual: Fees earned $90,000 (retainer + Compensation Chair fee); stock awards (RSUs) $75,000; option awards $68,036; total $233,036 .
| Component | 2024 Amount ($) |
|---|---|
| Cash fees (retainer + chair) | 90,000 |
| Stock awards (RSUs) | 75,000 |
| Option awards | 68,036 |
| Total | 233,036 |
Performance Compensation (Director)
- Equity retainer: Approx. $150,000 annually, payable 50% in stock options and 50% in RSUs; granted at initial election and annually thereafter to align interests with shareholders .
- 2024 grant specifics: 7,500 RSUs ($75,000 grant-date fair value) and 13,580 options ($68,036 grant-date fair value); as of year-end, director RSUs (except Alvarez) were vested but remained outstanding pending settlement .
| Equity Component | 2024 Grants | Grant-Date Fair Value ($) |
|---|---|---|
| RSUs | 7,500 units | 75,000 |
| Stock options | 13,580 options | 68,036 |
| Equity retainer policy | 50% RSUs / 50% options | Approx. $150,000 target |
Note: Director grants are time-based; no performance metrics tied to director compensation were disclosed .
Other Directorships & Interlocks
| Company | Type | Role | Period |
|---|---|---|---|
| Angie’s List | Public (historical) | Director | 2012–2017 |
| SONIC Drive-In | Public (historical) | Director | 2015–2018 |
- No current public-company directorships for Thronson were disclosed; no disclosed interlocks or related-party ties involving Thronson .
Expertise & Qualifications
- Domain expertise: Global marketing, ecommerce, loyalty programs; hospitality industry leadership .
- Financial literacy: Audit Committee member and deemed audit committee financial expert .
- Credentials: NACD Governance Fellow (since 2015) .
- Education: B.A. in Journalism (University of Nevada, Reno) .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Beneficial ownership (Subordinate Voting Shares) | 108,613; <1% of class (*) |
| Includes options exercisable within 60 days | 95,381 |
| Family trust holdings | 9,740 Subordinate Voting Shares (Thronson Family Trust UA Jul 21, 2014) with disclaimer of beneficial ownership except to pecuniary interest |
| Unsettled RSUs referenced | Excludes 19,003 RSUs with settlement dependent on separation, qualifying change-in-control event, or award anniversary date (Dec 1, 2030 or Dec 1, 2031) |
| Director RSUs granted in 2024 | 7,500; vested by year-end but remained outstanding pending settlement |
- Stock ownership guidelines: Non-executive directors subject to ownership guidelines at 3x annual cash retainer (newly implemented based on peer data). Individual compliance status was not disclosed .
Governance Assessment
- Committee leadership and expertise: As Compensation Committee Chair and Audit Committee member, Thronson contributes to pay-for-performance oversight and financial governance; the CHRC engaged Meridian as independent consultant and utilizes a size-appropriate peer group, signaling structured, independent compensation governance .
- Independence and attendance: Independent status, Audit financial expert designation, and ≥75% meeting attendance support board effectiveness and investor confidence .
- Director compensation alignment: Balanced cash and equity retainer, time-based vesting, and new stock ownership guidelines (3x retainer) aim to align director interests with shareholders; no hedging allowed under the Insider Trading Policy .
- Related-party and conflicts: Company discloses related-party lease arrangements involving the CEO and another director; no transactions involving Thronson are disclosed, and a formal related-party transaction policy vests approval in the Nominating & Corporate Governance Committee .
- Shareholder signals: 2024 say-on-pay approval at ~86.6% indicates broad support for executive compensation structure overseen by CHRC; Section 16 filings were timely for officers and directors, including Thronson, indicating compliance discipline .
- Risk indicators: CFO resignation effective March 6, 2025 is a governance monitoring point; Audit Committee met 9 times and reported standard oversight, indicating active financial risk oversight during the period .
RED FLAGS: None disclosed specific to Thronson (no related-party transactions, no pledging/hedging disclosure, attendance met thresholds) .