| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Timothy Mullany as Chief Financial Officer; Appointment of Ryan Blust as Interim Chief Financial Officer
On June 18, 2023, Trulieve Cannabis Corp. (the “Company”) appointed Timothy Mullany as its Chief Financial Officer, effective as of July 10, 2023 (the date of the commencement of Mr. Mullany’s employment with the Company, the “Start Date”), following the acceptance of the resignation of Alex D’Amico. Mr. D’Amico did not receive any severance in connection with his resignation. Mr. D’Amico’s resignation as Chief Financial Officer was effective immediately. During the interim period, the Company has appointed Ryan Blust, the Company’s Vice President, Finance, to serve as its Interim Chief Financial Officer, effective immediately, until Mr. Mullany assumes the role. There will be no increase in Mr. Blust’s compensation as a result of his serving as Interim Chief Financial Officer.
Timothy Mullany. Mr. Mullany has more than 20 years of experience leading large companies as well as hyper-growth concepts, both public and private. Most recently, Mr. Mullany served as the Chief Financial Officer of Jack in the Box (Nasdaq: JACK), a multi-brand restaurant company, from January 2021 to February 2023. Prior to that, Mr. Mullany served as Chief Financial Officer of Body Firm Aerobics Inc. d/b/a VASA Fitness (Orem, UT), an operator of approximately 45 fitness clubs across six states, from August 2018 until December 2020 and Chief Financial Officer of RAVE Restaurant Group, Inc. (The Colony, TX), which owns, operates, franchises, and/or licenses approximately 217 Pie Five Pizza Co. and Pizza Inn restaurants and Pizza Inn Express kiosks domestically and internationally, from May 2014 to July 2018. In addition, from October 2011 to April 2014, Mr. Mullany held the Chief Financial Officer role at Restaurants Unlimited, Inc. (Seattle, WA), an American food and beverage firm, and from April 2009 to February 2011, he held the Chief Financial Officer role at Consumer Capital Partners (Denver, CO), a private investment, concept development, and strategic advisory firm that franchises and operates Smashburger and Quizno brands, among others. Mr. Mullany received a Master of Business Administration from Columbia Business School and holds a Bachelor of Science from Villanova University.
In connection with Mr. Mullany’s appointment as Chief Financial Officer, the Company entered into an employment agreement, dated June 18, 2023 (the “Mullany Employment Agreement”). The Mullany Employment Agreement provides that the term of Mr. Mullany’s employment will have an initial four-year term from the Start Date (the “Initial Term”) and will renew for successive one-year terms thereafter unless notice of non-renewal is provided by either party. Beginning on the Start Date, the Mullany Employment Agreement provides for, among other things, (i) a base salary of $550,000 per year, pro-rated as of the Start Date, (ii) an annual bonus targeted at 80% and up to 160% of base salary based on the achievement of certain Company and individual performance goals to be established by the Compensation Committee and (iii) an annual equity award for 2023 of 58,666 restricted stock units, of which 50% will vest on December 1, 2024, and 50% will vest on December 1, 2025. Beginning in 2024 and for each subsequent fiscal year during Mr. Mullany’s employment, Mr. Mullany will be eligible for an annual equity award (“Annual Equity Award”) determined under the equity grant policies established by the Compensation Committee and subject to the Company’s current existing equity incentive plan (the “Equity Incentive Plan”), which may be in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or any other equity award that is permitted pursuant to the Equity Incentive Plan. In connection with Mr. Mullany’s entry into the Mullany Employment Agreement, Mr. Mullany was also awarded a long-term equity incentive award in the form of restricted stock units with a total grant date fair value of $2,000,000, of which 25% will vest on December 1, 2024, 50% will vest on December 1, 2025, and 25% will vest on December 1, 2026. The Mullany Employment Agreement also includes provisions for separation payments and benefits upon certain types of termination of employment, as further described below, as well as standard confidentiality, non-competition, non-solicitation, non-disparagement and intellectual property assignment provisions.
Mr. Mullany will be eligible to receive certain severance benefits in connection with a termination of his employment by the Company without Cause or by Mr. Mullany for Good Reason (each as defined in the Mullany Employment Agreement), in each case, subject to execution of a general release of claims. If such termination
