| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2023, Joy Malivuk, age 48, was appointed as the Vice President, Chief Accounting Officer of Trulieve Cannabis Corp. (the “Company”). Ms. Malivuk has nearly 24 years of accounting and finance experience. Prior to joining the Company, from 2008 to 2023, Ms. Malivuk held roles of increasing responsibility, including most recently as Director of Accounting at HSN, Inc., a subsidiary of QVC, Inc., where she oversaw the accounting function and was responsible for financial reporting, general accounting and SOX compliance. Previously, she served as HSN’s Operational Vice President of Financial Reporting and SEC Compliance. Her career began at PricewaterhouseCoopers, LLP. Ms. Malivuk graduated from the University of Florida with both a Bachelor of Science in Accounting and a Master of Accounting with a Specialty in Taxation.
Ms. Malivuk previously entered into an employment agreement with the Company, dated January 3, 2023, pursuant to which, commencing April 23, 2023, she will receive an annual base salary of $250,000 per year that will be paid in accordance with the Company’s regular payroll practices, subject to all customary withholding and deductions, and will also be eligible for an annual bonus targeted at $90,000 based on the achievement of certain Company and individual performance goals to be established by the Compensation and Human Resources Committee. If target performance goals are not achieved, then Ms. Malivuk shall not receive an annual bonus for such fiscal year.
Ms. Malivuk will be eligible to receive certain severance benefits in connection with a termination of her employment by the Company without Cause or by him for Good Reason (as defined in her employment agreement), subject to execution of a general release of claims. If such termination occurs, Ms. Malivuk shall be entitled to receive the sum of (a) one times the sum of her base salary in effect on the date of termination plus the greater of the target bonus for the current fiscal year and the actual annual bonus paid during the prior fiscal year and (b) a prorated annual bonus for the current fiscal year, which shall be payable in equal installments over a twelve (12) month period in accordance with the Company’s regular payroll practices and subject to all customary withholding and deductions. In addition, the Company will pay COBRA premiums for Ms. Malivuk (and her dependents) until the earlier of (i) the twelve (12) month anniversary of her termination date; and (ii) the date on which she either receives or becomes eligible to receive substantially similar coverage from another employer. Finally, all of Ms. Malivuk’s unvested equity awards shall immediately vest; provided that any equity award that is still subject to performance-based vesting at the time of such termination will only vest when and to the extent the Compensation and Human Resources Committee certifies that the performance goals are actually met.
If the Company terminates Ms. Malivuk’s employment without Cause or either terminates her employment for Good Reason within twenty-four (24) months following a Change of Control (as defined in her employment agreement), then she shall receive the same severance described above, except that (i) the severance shall be equal to the sum of (I) one and one half (1.5) times the sum of the base salary in effect on the date of termination plus the greater of the target bonus for the current fiscal year and the actual annual bonus paid during the prior fiscal year and (II) a prorated annual bonus. In addition, the Company will pay COBRA premiums for Ms. Malivuk (and her dependents) until the eighteen (18) month anniversary of her termination date. In the event any payments to Ms. Malivuk would otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code, the payments will be limited to the greater of (i) the dollar amount which can be paid to such named executive officer without triggering an excise tax under Section 4999 of the Internal Revenue Code or (ii) the greatest after-tax dollar amount after taking into account any excise tax incurred under Section 4999 of the Internal Revenue Code with respect to such parachute payments.
Ms. Malivuk will also be eligible for equity award grants in a manner consistent with the Company’s practices for senior management and will also be entitled to participate in the Company’s employee benefits programs available to its employees generally. In addition, Ms. Malivuk will be entitled to participate in other benefits that are available to our executive officers on the same basis as all our employees generally, including group health (medical, dental, and vision) insurance, group short- and long-term disability insurances, and group life insurance. Such compensation and benefit plans and arrangements are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2023.
