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Thad Beshears

Director at Trulieve Cannabis
Board

About Thad Beshears

Independent director of Trulieve Cannabis Corp. since 2015; age 50 as of April 11, 2025, and a founding member of Trulieve. He is Owner and President of Simpson Nurseries of Tennessee and Florida, responsible for sales, operations, production, inventory tracking, and strategic vision; the Board cites his agricultural and cannabis industry experience as a core qualification .

External Roles

OrganizationRoleTenureCommittees/Impact
Simpson Nurseries (TN & FL)Owner & PresidentNot disclosedLeads sales/operations; strategy execution

Board Governance

  • Independence: Classified as independent; Trulieve’s Board has six independent directors out of seven, excluding the CEO .
  • Committees and roles:
    • Compensation & Human Resources Committee (CHRC): Member (Chair: Susan Thronson). CHRC held 6 meetings and took 3 unanimous written consents in 2024 .
    • Nominating & Corporate Governance Committee (NCGC): Member (Chair: Peter Healy). NCGC held 4 meetings and took 1 unanimous written consent in 2024 .
    • Audit Committee: Not a member .
  • Board leadership and engagement:
    • Lead Independent Director: Peter Healy .
    • Board meetings: 9 meetings and 2 actions by unanimous written consent in 2024; each director attended at least 75% of Board and applicable committee meetings .
  • Majority voting policy for director elections in place; resignations expected if “withhold” votes exceed “for” votes, with a 90‑day Board decision and public disclosure .

Fixed Compensation

Director compensation structure and 2024 actuals for Beshears.

  • Program structure (non-employee directors):

    • Annual cash retainer: $75,000 .
    • Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $12,500; Lead Director $25,000 (not applicable to Beshears) .
    • Annual equity retainer: ~$150,000 split 50% stock options and 50% RSUs (upon initial election and annually) .
    • Director stock ownership guidelines: 3x annual cash retainer (adopted based on late‑2023 review) .

  • 2024 Director Compensation – Thad Beshears: | Component | Amount (USD) | |---|---| | Cash fees | $75,000 | | Stock awards (RSUs, grant-date fair value) | $75,000 | | Option awards (grant-date fair value) | $68,036 | | Total | $218,036 |

  • Plan guardrails: Non-employee director total annual cash+equity under the 2021 Plan is capped at $750,000, with limited exceptions not decided by the recipient .

Performance Compensation

  • Non-employee director pay is not tied to performance metrics; equity retainers are time-based RSUs and at-the-money stock options, intended to align with shareholders via stock price exposure, not specific performance goals .

Other Directorships & Interlocks

  • Current public company boards: None disclosed for Beshears (skills matrix shows no current public company boards for him) .
  • Compensation committee interlocks: None. CHRC members in 2024 (including Beshears) were not current or former Trulieve officers, and no interlocks reported with other companies’ boards/comp committees .

Expertise & Qualifications

  • Board skills matrix highlights: CEO experience; retail experience; cannabis/industry experience; independent director designation .

Equity Ownership

Beneficial ownership and alignment as of April 24, 2025, with trend vs. prior year.

MetricApr 25, 2024Apr 24, 2025
Subordinate Voting Shares5,515,552 2,518,695
Multiple Voting Shares15,000 15,000
Total capital stock (as-converted)7,015,552 (3.75%) 4,018,695 (2.10%)
Voting power %3.75% 2.10%
Options exercisable within 60 days (included in Subordinate count)97,060 92,703
Deferred RSUs not included (settlement upon separation/CoC/anniversary)19,003 19,003

Notes:

  • Multiple Voting Shares convert into Subordinate Voting Shares at 100:1; voting % differs due to dual-class vote structure .
  • Insider trading policy prohibits hedging by directors, officers, and employees .

Governance Assessment

Positives

  • Independent, long-tenured director (2015–present) with sector-relevant operating background; participates on CHRC and NCGC, key levers for pay and governance oversight .
  • Material equity ownership and option exposure signal alignment; director equity retainer and 3x retainer ownership guideline further support alignment .
  • Board majority independence, lead independent director in place, majority voting policy, and regular executive sessions indicate baseline governance hygiene; attendance thresholds met across 2024 .
  • CHRC independence and use of an independent advisor (Meridian) with no identified conflicts bolster compensation governance .

Watch items / RED FLAGS to monitor

  • Dual-class structure concentrates voting; Multiple Voting Shares carry 100 votes per share, creating potential misalignment between economic and voting power .
  • Ownership trend shows a decline in Beshears’ as-converted holdings from 2024 to 2025; while footnote differences may explain part of this, the reduced total percentage is a potential softening of alignment—worth monitoring for further changes .
  • Related-party transactions exist at the company (leases and asset rental tied to the CEO and director Richard May), though none disclosed involving Beshears; NCGC (where Beshears serves) oversees related-party review .
  • Finance leadership volatility: CFO resignation effective March 6, 2025, and prior-year CFO expense reimbursement issues investigated in 2023—broader control/oversight risk for the Board to manage through Audit/NCGC .
  • Say-on-pay support is solid but not overwhelming (86.6% in 2024), indicating some investor scrutiny of compensation practices .