DEF 14A of Trulieve Cannabis Corp., Apr 29, 2025

DEF 14A of Trulieve Cannabis Corp.

Filed Apr 29, 2025 · FY20240001754195-25-000011

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. BOARD SKILLS MATRIX

    BOARD SKILLS MATRIX The following skills matrix sets out skills and expertise that the board considers important to fulfill its oversight role, the specific skills and expertise of each nominee and reflects the current strengths of the board as a whole.

  3. BOARD SKILLS MATRIX

    | Director: | Beshears | Healy | May | Millner | Morreau | Rivers | Thronson | | CEO Experience | ● | | ● | ● | | ● | | | Public company board experience (excluding Trulieve) | | | | ● | ● | | ● | | Private company board experience | | ● | | ● | ● | | ● | | Officer level other than CEO (last 5 years) | ● | | ● | | ● | | | | Public company finance experience | | ● | | ● | ● | | | | Retail experience | ● | | ● | ● | ● | ● | | | Marketing experience | | | | ● | | | ● | | M&A experience | | ● | | ● | ● | ● | | | Industry experience | ● | | ● | | | ● | | | Independent director | ● | ● | ● | ● | ● | | ● | | Financial expert | | ● | | ● | ● | | | | No. of current public company boards (excluding Trulieve) | | | | | 1 | | | | No. of current private company boards (excluding Trulieve) | | | | | 2 | | | | Age as of 4/11/2025 | 50 | 73 | 47 | 71 | 66 | 46 | 63 | | Years of service as a director | 10 | 6 | 8 | 5 | 4 | 10 | 5 |

  4. BOARD SKILLS MATRIX

    Following the recommendation by the Nominating and Corporate Governance Committee, the Board recommends that the nominees below be elected at the Meeting, each to serve as a director of the Company until the next meeting at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the articles of the Company or the BCBCA. The persons named in the accompanying Proxy Instrument intend to vote for the election of such persons at the Meeting, unless otherwise directed. The Board does not contemplate that any of the nominees will be unable to serve as a director of the Company. However, if anyone nominated by the Board is unable to accept election, the proxies will be voted for the election of such other person or persons as the board may recommend. The following table and the related notes set out the name and age of each current director and director nominee (as of April 11, 2025), their respective positions and, if applicable, the period during which he/she has been a director of the Company.

  5. BOARD SKILLS MATRIX

    | Name | Age | Position(s) | Director Since | | Thad Beshears (1)(2) | 50 | Director | 2015 | | Peter Healy (1)(2)(3)(4) | 73 | Lead Director, Chair of Nominating and Corporate Governance Committee | 2019 | | Richard May (2) | 47 | Director | 2017 | | Thomas Millner (1)(3) | 71 | Director, Chair of Audit Committee | 2020 | | Jane Morreau (3) | 66 | Director | 2021 | | Kim Rivers (1) | 46 | Chair and Chief Executive Officer | 2015 | | Susan Thronson (2)(3) | 63 | Director, Chair of Compensation and Human Resources Committee | 2020 |

  6. BOARD SKILLS MATRIX

    | (1) Nominating and Corporate Governance Committee member | | (2) Compensation and Human Resources Committee member | | (3) Audit Committee member | | (4) Lead Director |

  7. Biographical Information

    Biographical Information

  8. Nominees for Election at the Meeting

    Nominees for Election at the Meeting Thad Beshears has served as a member of our board of directors since 2015. Mr. Beshears is the Owner and President of Simpson Nurseries of Tennessee and Florida. He is responsible for all sales, operations, production, and inventory tracking for the company. He also develops and implements the company’s strategic vision while monitoring the market for opportunities for growth and expansion. Mr. Beshears is a founding member of Trulieve. We believe Mr. Beshears is qualified to serve on our board of directors due to his agricultural and cannabis industry experience. Peter Healy has served as a member of our board of directors since 2019. An accomplished legal counsel with more than 30 years of experience, Mr. Healy is currently a Partner at McDermott Will & Emery LLP, managing a broad-based corporate practice, advising companies on a range of issues, including corporate governance, capital markets, mergers and acquisitions and private equity. His diverse clientele includes both public companies, private equity firms and major investment banking firms in a range of industries, including finance, technology, healthcare, biotechnology, real estate, consumer products, among others. He previously was a Partner and Of Counsel at O’Melveny & Myers LLP from 1989 to March of 2020. He holds a Bachelor of Science degree in economics from Santa Clara University, an MBA degree (with distinction) from Cornell University and a JD degree from University of California, Hastings. We believe Mr. Healy is qualified to serve on our board of directors due to his experience representing public and private companies in a wide variety of industries. Richard May has served as a member of our board of directors since 2017. Mr. May is the President and co-owner of May Nursery, Inc., and has been with May Nursery, Inc. since 2002 in various roles. He has sat on several agricultural industry and community boards, including as director and chairman of the Gadsden County Chamber of Commerce from 2010 to 2016, as the treasurer and trustee of the Robert F. Munroe Day School from 2012 to 2018 and as a director and president of the Southern Nursery Association from 2010 to 2016. Mr. May graduated from Auburn University with Bachelor of Science degrees in Agricultural Economics and Horticulture. He is a graduate of the Wedgeworth Leadership Institute for Agriculture and Natural Resources from the University of Florida, and a graduate of the Executive Academy for Growth and Leadership from Texas A&M. Mr. May is a founding member of Trulieve. We believe Mr. May is qualified to serve on our board of directors due to his agricultural and cannabis industry expertise. Thomas Millner has served as a member of our board of directors since 2020. Mr. Millner brings a combination of executive leadership, merchandising and multichannel operational skills, and a strong philanthropic background to Trulieve. Mr. Millner, who has been retired since 2017, was formerly the CEO of Cabela’s, a direct marketer and specialty retailer of outdoor recreation merchandise, from 2009 to 2017. Prior to Cabela’s, Mr. Millner was president and CEO of North Carolina’s Remington Arms Company from 1994 to 2009, an American manufacturer of firearms and ammunition. Mr. Millner previously served as a director and the chair of the audit committee of Best Buy, a multinational consumer electronics retailer from 2014 to 2023,as a director and chair of the audit committee of Stanley Furniture, a furniture manufacturer and retailer from 2001 to 2008, as a director of Total Wine & More, a large, family-owned, privately held American alcohol retailer from 2015 to 2019 and as a director of Menards, a privately held home improvement company, from 2017 to 2019. We believe Mr. Millner is qualified to serve on our board of directors due to his service as an officer and director of large multi-state corporations in the United States. Jane C. Morreau has served as a member of our board of directors since 2021. Ms. Morreau is an experienced independent director and a seasoned global finance executive, with a broad skill set and expertise that includes supply chain management, manufacturing operations, information technology, retail operations, mergers and acquisitions and corporate strategy. Ms. Morreau most recently was the Executive Vice President and Chief Financial Officer of Brown-Forman Corporation, a position she held from 2014 to 2021. She joined Brown-Forman, the largest American-owned and publicly traded spirits and wine company with a global reach, in 1991, and held various senior management and executive leadership finance and operational roles during her 30-year career. Before joining Brown-Forman Corporation, Ms. Morreau worked at Kentucky Fried Chicken Corporation (now known as Yum! Brands) and held a number of financial roles. Since 2021, Ms. Morreau has served as a director, the chair of the audit committee and a member of the Nominating, Environmental, Social and Governance Committee of Vita Coco, a leading high-growth platform of better-for-you beverage brands. She also serves as a member of the board of directors, audit committee, and nominating committee of Del Monte Foods Holdings Limited since June 2023 and a member of the board of directors of Ole Smoky Distillery since July 2023. Ms. Morreau holds a Bachelor of Science degree in accounting (with high honors) and an MBA degree, both from the University of Louisville, and is a Certified Public Accountant. We believe Ms. Morreau is qualified to serve on our board of directors due to her extensive leadership experience as well as her broad knowledge and experience in corporate strategy, finance and accounting, her significant background in consumer industries and technology and security, and her board of director service on other boards. Kim Rivers has served as the Chair of the board of directors and as Chief Executive Officer since 2015. She also previously served as President from 2015 until 2021. Ms. Rivers received her Bachelor’s degree in Multinational Business and Political Science from Florida State University and her Juris Doctorate from the University of Florida. Ms. Rivers is a member of the Georgia Bar Association and she spent several years in private practice as a lawyer where she specialized in mergers, acquisitions, and securities for multi-million dollar companies. For over a decade, Ms. Rivers has run numerous successful businesses from real estate to finance, including as Principal of Inkbridge LLC, an investment firm, since 2011. Ms. Rivers serves as second vice chair of the National Cannabis Roundtable and the Benzinga Cannabis Advisory Board. Ms. Rivers has been recognized as an industry pioneer with accolades including Green Market Report’s Women’s Leadership Award 2022, Top 100 CEOs in Innovation Award 2022, and Most Influential Women in Cannabis Award. We believe Ms. Rivers is qualified to serve on our board of directors due to her service as our Chief Executive Officer and her substantial experience in the cannabis industry.

  9. Nominees for Election at the Meeting

    Susan Thronson has served as a member of our board of directors since 2020. Ms. Thronson is an experienced independent director with global digital, ecommerce and loyalty marketing experience. Ms. Thronson held various operational roles at Marriott International from 1989 to 2005, and was Senior Vice President of Global Marketing for Marriott International from 2005 to 2013, leading Marriott’s worldwide integrated marketing strategy and execution for its portfolio of hotel brands. Since 2013, Ms. Thronson has been self-employed as a management consultant. Ms. Thronson formerly served as a director of Angie’s List from 2012 to 2017, an internet service company, and SONIC Drive-In from 2015 to 2018, an operator of an American drive-in fast-food restaurant chain. She has maintained a National Association of Corporate Directors Governance Fellow credential since 2015 and holds a Bachelor of Arts in Journalism from the University of Nevada, Reno. We believe Ms. Thronson is qualified to serve on our board of directors due to her service in the hospitality industry and on the board of directors of corporations with operations across the United States. The persons named in the accompanying Proxy Instrument (if named and absent contrary directions) intend to vote the shares represented thereby FOR the re-election of each of the aforementioned named nominees unless otherwise instructed on a properly executed and validly deposited proxy. Management of the Company does not contemplate that any nominees named above will be unable to serve as a director, but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

  10. Majority Voting for Election of Directors

    Majority Voting for Election of Directors The Board has adopted the Majority Voting Policy. Pursuant to the Majority Voting Policy, at meetings of Shareholders at which directors are to be elected, Shareholders will vote in favor of, or withhold from voting for, each nominee separately. Any proxy marked “withhold” will count for the purposes of determining a quorum and will have no effect on the result of the votes on election of the nominees, but if the number of votes withheld exceeds the votes cast in favor of the nominee, then pursuant to the Majority Voting Policy the nominee shall be considered not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. An individual who is considered under the Majority Voting Policy not to have the support or confidence of the Shareholders is expected forthwith to submit his or her resignation from the Board. Upon receiving such resignation, the Nominating and Corporate Governance Committee will consider it and make a recommendation to the Board on whether or not to accept the resignation. In reviewing the Nominating and Corporate Governance Committee’s recommendation, the Board shall consider the factors considered by the Nominating and Corporate Governance Committee and such additional factors as the Board considers relevant. The Board is expected to accept the recommendation of the Nominating and Corporate Governance Committee and to otherwise accept the resignation offer except in situations where exceptional circumstances would warrant the director continuing to serve on the Board. A director who has tendered a resignation pursuant to this policy will not participate in any deliberations of the Nominating and Corporate Governance Committee or the Board with respect to his or her resignation. The resignation will be effective when accepted by the Board. Within 90 days of receiving a director’s resignation, the Board will make a decision and issue a press release either announcing the resignation of the director or explaining why it has not been accepted. In determining whether or not to accept the resignation, the Board will take into account the factors considered by the Nominating and Corporate Governance Committee and any other factors the Board determines are relevant.

  11. Board of Directors

    Board of Directors Our shareholders have authorized the board of directors, by resolution, to determine the number of directors within the minimum and maximum number of directors set out in our Articles. Each director holds office until the close of the next annual general and special meeting of shareholders, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated. The board of directors currently consists of seven directors. Our business and affairs are managed by or under the direction of the board of directors. Pursuant to the Trulieve Corporate Governance Guidelines (“Guidelines”), and a mandate from our board of directors (“Board Mandate”), the board of directors may establish one or more committees of the board of directors, however designated, and delegate to any such committee the full power of the board of directors, to the fullest extent permitted by law. We are not currently subject to listing requirements of any national securities exchange which requires that a majority of the board of directors be “independent.” All but one of the seven directors to be elected to the board are considered to be independent under the Canadian Securities Administrators Guidelines and in accordance with National Instrument 52-110—Audit Committees (“NI 52-110”). Under NI 52-110, an independent director is one who is free from any direct or indirect relationship which could, in the view of the board of directors, be reasonably expected to interfere with such director’s exercise of independent judgment. Our independent directors are Thad Beshears, Peter Healy, Richard May, Thomas Millner, Jane Morreau and Susan Thronson. Kim Rivers is not independent, given that she is our Chief Executive Officer. The board of directors holds regularly scheduled meetings and at such meetings our independent directors meet in executive session. The board of directors has appointed Peter Healy to serve as our lead independent director. The board of directors held nine meetings and took two actions by unanimous written consent during the year ended December 31, 2024. In 2024, each person serving as a director attended at least 75% of the total number of meetings of our board of directors and any committee on which he or she served. Our directors are expected to attend the Meeting. Any director who is unable to attend the Meeting is expected to notify the Chairman of the board of directors in advance of the Meeting. All of our directors attended the annual meeting in 2024, either in-person or virtually. We do not currently have a process for Shareholders to send communications to the board of directors. However, we welcome comments and questions from our Shareholders. Shareholders can direct communications to the Company, with attention to our Corporate Secretary, at our principal executive offices. The mailing address of our principal executive offices is 6749 Ben Bostic Road, Quincy, Florida 32351.

  12. Key Features of 2024 Executive Compensation Program

    | What We Do | What We Don’t Do | | ✓ Align executive compensation with corporate and individual performance | × No guaranteed incentive awards for senior executives | | ✓ Balance short- and long-term incentives to discourage short-term risk-taking at the expense of long-term results | × No hedging or short sales of shares and no transactions involving derivative securities relating to shares | | ✓ 100% of short-term incentives tied to performance | × No tax gross-ups, including no excise tax “gross-ups” upon change in control | | ✓ Engage an independent advisor reporting directly to the Compensation and Human Resources Committee | × No “single-trigger” benefits upon change in control in agreements | | ✓ Annual bonus plan contains pre-established performance goals with payout caps | × No discounting or re-pricing of stock options without shareholder approval |

  13. Roles in Executive Compensation Determination and Governance

    | Responsible Party | Primary Role and Responsibilities Relating to Compensation Decisions | | Compensation and Human Resources Committee (Composed solely of independent, non-employee Directors and reporting to the Board) | •Oversees and approves all the executive compensation program, policies, and practices, taking into account business goals and strategies, legal and regulatory developments, and evolving best practices; •Approves performance goals for purposes of compensation decisions for the NEOs; •Conducts an annual evaluation of the CEO’s performance in light of the performance goals and determines her compensation; • Reviews and approves the CEO’s recommendations for compensation for the other NEOs and senior executives, making changes when deemed appropriate; • Approves all changes to the composition of the peer group; and •Reviews and makes recommendations to the Board with respect to Director compensation. | | Independent Consultant to the Compensation and Human Resources Committee* (Meridian) | •Provides the Compensation and Human Resources Committee with analysis and advice pertaining to CEO, executive, and director compensation program design, including industry survey analysis, explanation of current and developing best practices, and regulatory changes; •Recommends a relevant group of peer companies and appropriate sources of survey data against which to compare the competitiveness and structure of CEO, executive, and director compensation; • Reviews any proposed changes to CEO, executive, and Director compensation program design; • Assists with compensation disclosure materials; and • Provides specific analysis and advice periodically as requested by the Compensation and Human Resources Committee. | | Senior Management | •The CEO recommends to the Compensation and Human Resources Committee annual compensation for the other NEOs and senior executives based on her assessment of their individual and company performance; •The CEO and CLO work with the Compensation and Human Resources Committee Chairperson to set agendas, prepare materials for Compensation and Human Resources Committee meetings, and generally attend meetings or portions of meetings, as appropriate, and prepare meeting minutes; and • No member of management is present in Compensation and Human Resources Committee meetings when matters related to his or her individual compensation are under discussion, when the Compensation and Human Resources Committee is approving or deliberating on CEO compensation, or when the Compensation and Human Resources Committee meets in executive session. |

  14. Peer Companies

    Peer Companies Based on the recommendation of Meridian, the Compensation and Human Resources Committee has established a peer group of 25 companies for purposes of benchmarking executive and director compensation. The group includes size-appropriate, consumer-facing general industry companies that reflect a competitive market of talent for Trulieve. In addition to consumer-facing and appropriate size, criteria for peer selection included: strong brand recognition, vertical integration, and high growth. The Compensation and Human Resources Committee also references a subset of publicly-traded cannabis peer companies, which are included in the broader general industry group referenced above. This cannabis industry group is primarily referenced for incentive design and governance practices. The Compensation and Human Resources Committee reviews the peer group of companies at least annually and makes adjustments to its composition, taking into account changes in both the Company’s business and the businesses of the core peer companies. The companies included in this group may change from year to year depending on various factors, including the acquisition of a referenced company, the identification of more directly comparable peers, or a material change in the size or business of Trulieve. The Compensation and Human Resources Committee considers the level of compensation paid by the companies in our peer group as a reference point that provides a framework for its compensation decisions, and generally targets total compensation within a competitive range around the market median. The Compensation and Human Resources Committee, taking into account the advice of Meridian, identified the following peer group of companies for 2024 based on size and business focus for comparison purposes in determining compensation:

  15. Peer Companies

    | Topgolf Callaway Brands Corp. | The Boston Beer Company, Inc. | Curaleaf Holdings, Inc. | Green Thumb Industries, Inc. | Sturm, Ruger & Company, Inc. | | Columbia Sportswear Company | Sonos, Inc. | GoPro, Inc. | Cresco Labs Inc. | Purple Innovation, Inc. | | Crocs, Inc. | Lancaster Colony Corporation | The Simply Good Foods Company | Verano Holdings Corp. | Tootsie Roll Industries, Inc. | | Guess?, Inc. | YETI Holdings, Inc. | National Beverage Corp. | Vector Group Ltd. | Beyond Meat, Inc. | | Universal Corporation | J&J Snack Foods Corp. | WW International, Inc. | MGP Ingredients, Inc. | Turning Point Brands, Inc. |

  16. Fiscal Year 2024 Compensation Elements & Philosophy

    | Element | Fixed or Variable | Purpose & Design Features | | Base Salary | Fixed | To attract and retain executives by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience. | | Annual Cash Incentive | Variable At-Risk | To motivate and reward the achievement of our annual performance, based on the attainment of pre-defined financial performance objectives. | | Equity Awards | Variable At-Risk | To align executives’ interests with the interests of shareholders through equity-based compensation with time-based vesting periods, and to promote the long-term retention of our executives and other key management personnel. | | Benefits | Fixed | To provide attractive benefits that promote employee (and potentially family) health and wellness. Benefits are provided at a level that is the same or similar to all employees. |

  17. Base Salary

    Base Salary Base salaries are intended to provide an appropriate level of fixed compensation that will assist in employee retention and recruitment. Base salaries will be determined on an individual basis, taking into consideration the past, current and potential contribution to our success, the position and responsibilities of the NEOs and competitive industry pay practices for other high growth, premium brand companies of similarly sized companies in the industry. The Compensation and Human Resources Committee typically reviews base salaries on an annual basis, referencing peer group and survey data to understand the marketplace for individuals in similar positions. No formulaic base salary increases are provided to our named executive officers; however, annual merit increases are provided when the Compensation and Human Resources Committee determines that such increases are warranted in light of national salary increase levels, salary levels within companies in our peer group, individual performance and/or overall Company performance. We pay base salaries to attract, recruit and retain qualified employees. The base salaries for 2024 for our named executive officers take into account the initial base amount set forth in the executive’s respective employment agreement, the scope of the executive’s responsibilities, individual contributions, prior experience, internal equity and sustained performance. The base salaries of our 2024 named executive officers were as follows. Adjustments to salary were made to align cash compensation more closely within a competitive range of the market median of our peers:

  18. Annual Performance-Based Cash Incentive Compensation

    Annual Performance-Based Cash Incentive Compensation Annual Bonuses are awarded based on qualitative and quantitative performance standards and reward performance of each NEO. The determination of an NEO’s performance may vary from year to year depending on economic conditions and conditions in the industry in which we operate and may be based on metrics the Compensation and Human Resources Committee and management believe provide proper incentives for achieving long-term shareholder value. The Compensation and Human Resources Committee and the Board of Directors retain full discretion over performance evaluation and the amount of any bonuses to be paid to NEOs. The Compensation and Human Resources Committee set annual performance objectives for Ms. Rivers and determined, in its discretion, the level of achievement with respect to such objectives. For 2024, such objectives are as set forth below. Further to achievement of these objectives, Ms. Rivers’ bonus is subject to a +/-20% individual modifier, determined by the Compensation and Human Resources Committee. For the covered periods, the Compensation and Human Resources Committee authorized Ms. Rivers to set quarterly performance objectives for the NEOs (other than herself) and to determine the level of achievement with respect to such objectives. 33% of such NEOs’ target bonus opportunity is based on these quarterly performance objectives. For the covered periods, the Compensation and Human Resources Committee established threshold, target and maximum performance metrics for our NEOs tied to revenue, Adjusted EBITDA, and cash flows from operations of the Company. For our NEOs other than Ms. Rivers, 66% of such NEOs’ target bonus is based on these pre-established financial targets. 82% of Ms. Rivers target bonus is based on these pre-established financial targets and 18% is based on achievement of special project goals established by the Compensation and Human Resources Committee. 100% Mr. Getman's target bonus is based on these pre-established financial targets. In accordance with the terms of the respective employment agreements, at threshold achievement, 50% of our NEOs target bonus is earned. At target achievement, 100% of our NEOs target performance bonus is earned. At maximum achievement, 200% of our NEOs target bonus is earned. Each NEO has a target bonus as a percent of base salary, summarized in the employment agreement summaries and as set forth below.

  19. Annual Performance-Based Cash Incentive Compensation

    | Executive & Title | Target % of Base Salary | | Kim Rivers, CEO | 100% | | Wes Getman, CFO | 80% | | Eric Powers, CLO | 64% | | Kyle Landrum, CPO | 50% | | Nilyum Jhala, CTO | 57% |

  20. Annual Performance-Based Cash Incentive Compensation

    The performance metrics adopted by the Compensation and Human Resources Committee for 2024 were as set forth in the chart below.

  21. Target Bonus Goals & Opportunity

    Target Bonus Goals & Opportunity

  22. Target Bonus Goals & Opportunity

    | | Revenue | Adjusted EBITDA | Cash Flow from Operations | Bonus Percentage | | Threshold (Low End Guidance) | 1,000,000,000 | 270,000,000 | 180,000,000 | 50% | | Target (High End Guidance) | 1,100,000,000 | 300,000,000 | 200,000,000 | 100% | | Maximum (Stretch Goal) | 1,150,000,000 | 330,000,000 | 220,000,000 | 200% |

  23. Target Bonus Goals & Opportunity

    The 2024 target bonus opportunity for the NEOs was 50% based on the revenue metric, 25% based on the Adjusted EBITDA metric, and 25% based on the cash flows from operations metric. Actual results of revenue, Adjusted EBITDA, and cash flows from operations were greater than the maximum (stretch goals) in each of their respective categories above. The Compensation and Human Resources Committee determined the 2024 financial achievement compared to the 2024 goals resulted in a payment of 200% of target bonuses.

  24. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We provide equity-based long-term incentive compensation to our named executive officers to link long-term results with our shareholders’ interests, to promote the long-term retention of our executives and key management personnel, and to ensure that such NEOs have a continuing stake in our long-term success. We grant equity incentive awards to our NEOs in conjunction with the applicable NEO’s initial hire, and at other times at the discretion of the Compensation and Human Resources Committee, and we have implemented a practice to grant annual equity awards after the close of the fiscal year. The Compensation and Human Resources Committee believes in a balanced approach to long-term incentive compensation. Under our equity-based 2021 omnibus incentive plan (the “2021 Plan”), we granted our executive officers two types of awards: stock options (“Options”) and time-based restricted stock units (“RSUs”). Based on a review of market data and recommendations from Meridian, each named executive officer has a targeted aggregate dollar value, which is allocated among the awards as outlined below. The Compensation and Human Resources Committee uses grants of equity awards to further our objective of a pay-for-performance compensation program to tie executive compensation to the achievement of our longer-term corporate strategies and business objectives and to the long-term interests of our shareholders. The Board of Directors believes that incentive compensation in the form of stock option grants which vest over time is beneficial and necessary to attract and retain both senior executives and managerial talent at other levels. Furthermore, the board of directors believes stock option grants are an effective long-term incentive vehicle because they are directly tied to share price over a longer period, up to 10 years, and motivate executives to deliver sustained long-term performance and increase shareholder value, and have a time horizon that aligns with long-term corporate goals. The table below outlines the mix of equity awards granted to our named executive officers in 2024:

  25. Long-Term Equity Incentive Compensation

    | Award Type | Fiscal Year 2024 Allocation Percentage | Alignment to Shareholder Interests | | Options | 50% | Awarded at fair market price on date of grant, and only has value if the stock price increases | | RSUs | 50% | Value of award dependent on our stock price |

  26. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Although we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs included in the Summary Compensation Table, we do not make these awards or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option, stock appreciation right or other equity award grant dates for the purpose of affecting the value of executive compensation. In 2024, no stock options, stock appreciation rights, or similar option-like instruments were granted to any of our NEOs during any period beginning four business days before filing or furnishing of a periodic report or current report disclosing material, non-public information and ending one business day after the filing or furnishing of any such report with the SEC. In recent years, none of our NEOs has been granted any stock appreciation rights. Under the Amended 2021 Plan, we grant Options to purchase shares of our Subordinate Voting Shares to NEOs as part of their long-term equity incentive compensation. We generally grant equity awards to the NEOs at approximately the same time each year. In addition, we may choose to grant equity awards outside of the annual equity awards (e.g., as part of a new hire package or as a retention or promotional incentive). Options generally may be granted only with an exercise price equal to or above the fair market value of our shares of Subordinate Voting Shares on the date of grant.

  27. Executive Employment Agreements

    Executive Employment Agreements Certain compensation paid to our NEOs reflected in the summary compensation table was provided pursuant to employment agreements entered into with the Company (together the “Employment Agreements”). The Employment Agreements generally provide for at-will employment and set forth the NEO’s initial base salary and eligibility for employee benefits. In addition, each of our NEOs is subject to confidentiality obligations and has agreed to assign to us any inventions developed during the term of their employment.

  28. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by our named executive officers during years ended 2024, 2023, and 2022:

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock awards ($) (2) | Option awards ($) (3) | Non-equity incentive plan compensation ($) (4) | All other compensation ($) (5) | Total ($) | | Kim Rivers Chief Executive Officer | 2024 | 850,000 | 17,893 | 1,275,000 | 1,274,391 | 1,700,000 | 25,989 | 5,143,273 | | | 2023 | 750,000 | 11,638 | 780,252 | 870,308 | 941,250 | 3,765 | 3,357,213 | | | 2022 | 500,000 | — | 1,400,002 | 1,765,511 | 224,500 | 14,939 | 3,904,952 | | Wes Getman (6) Chief Financial Officer | 2024 | 475,000 | — | 375,000 | 374,819 | 760,000 | 40,446 | 2,025,265 | | Eric Powers Chief Legal Officer | 2024 | 400,000 | 17,893 | 359,000 | 358,828 | 428,390 | 37,626 | 1,601,737 | | | 2023 | 367,500 | 17,949 | 229,485 | 255,972 | 296,964 | 3,765 | 1,171,635 | | | 2022 | 350,000 | — | 374,998 | 472,904 | 132,550 | 25,212 | 1,355,664 | | Kyle Landrum Chief Production Officer | 2024 | 350,000 | 17,893 | 375,000 | 374,819 | 289,479 | 26,601 | 1,433,792 | | | 2023 | 315,000 | 17,949 | 229,485 | 255,972 | 182,207 | 3,765 | 1,004,378 | | | 2022 | 300,000 | — | 374,998 | 472,904 | 86,801 | 25,158 | 1,259,861 | | Nilyum Jhala Chief Technology Officer | 2024 | 350,000 | 17,893 | 375,000 | 374,819 | 348,313 | 27,727 | 1,493,752 | | | 2023 | 315,000 | 17,949 | 229,485 | 255,972 | 182,438 | 29,371 | 1,030,215 | | | 2022 | 300,000 | — | 374,998 | 472,904 | 88,245 | 30,508 | 1,266,655 |

  30. Summary Compensation Table

    | (1) Represents discretionary bonus amounts paid. | | (2) Represents the grant date fair value of restricted stock unit awards granted in fiscal years 2024, 2023, and 2022 in accordance with ASC Topic 718. | | (3) Represents the grant date fair value of option awards granted in fiscal years 2024, 2023, and 2022 in accordance with ASC Topic 718, which includes the use of the "simplified" method due to our limited trading history. | | (4) Represents non-equity incentive plan compensation for each fiscal year based on achievement of qualitative and quantitative performance objectives for each fiscal year as determined by the Compensation and Human Resources Committee. | | (5) 2024 and 2023 include employer paid portions of premiums for life, dental, and vision insurance, while 2024 also includes 401k match contributions and a health reimbursement arrangement (HRA). 2022 includes employer paid portions of premiums for certain benefits. | | (6) Mr. Getman's employment with the Company began on January 1, 2024. |

  31. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table provides information regarding the grants of plan-based awards made in 2024 to our named executive officers. There were no estimated future payouts under equity incentive plans.

  32. Grant of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plans | | | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($ per share) | Grant date fair value of stock and option awards | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Kim Rivers | 3/08/2024 (1) | | | | 127,500 | 230,868 | 10.00 | 2,549,391 | | | N/A (2) | 425,000 | 850,000 | 1,700,000 | | | | | | Wes Getman | 3/08/2024 (1) | | | | 37,500 | 67,902 | 10.00 | 749,819 | | | N/A (2) | 190,000 | 380,000 | 760,000 | | | | | | Eric Powers | 3/08/2024 (1) | | | | 35,900 | 65,005 | 10.00 | 717,828 | | | N/A (2) | 128,500 | 257,000 | 514,000 | | | | | | Kyle Landrum | 3/08/2024 (1) | | | | 37,500 | 67,902 | 10.00 | 749,819 | | | N/A (2) | 87,500 | 175,000 | 350,000 | | | | | | Nilyum Jhala | 3/08/2024 (1) | | | | 37,500 | 67,902 | 10.00 | 749,819 | | | N/A (2) | 100,000 | 200,000 | 400,000 | | | | |

  33. Grant of Plan-Based Awards

    | (1) The amounts shown reflect the number of shares underlying RSU awards and stock options granted to the NEOs in 2024. See footnotes to the “Outstanding Equity Awards at Fiscal Year-End” table for a description of the vesting schedule of the RSUs and stock options reported in this table. | | (2) The amounts shown in this row reflect the estimated threshold, target, and maximum amounts that could have been paid to the NEO under the 2024 annual cash incentive program, the material terms of which are described above under “Annual Performance-Based Cash Incentive Compensation.” |

  34. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.”

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to outstanding equity awards for each of our named executive officers as of December 31, 2024.

  36. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of unearned shares, units or other rights that have not vested (#) | Market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Kim Rivers | 1/3/2020 (1) | 160,944 | — | 11.52 | 1/3/2025 | — | — | | | 1/4/2021 (1) | 46,856 | — | 33.42 | 1/4/2026 | — | — | | | 9/29/2021 (2) | 172,962 | — | 26.88 | 12/31/2027 | — | — | | | 2/24/2022 (2) | 185,618 | — | 21.48 | 2/24/2029 | — | — | | | 7/25/2023 (2) | 290,103 | 145,051 | 3.99 | 2/24/2030 | 97,776 | 506,480 | | | 3/8/2024 (2) | 76,956 | 153,912 | 10.00 | 3/8/2031 | 127,500 | 660,450 | | Wes Getman | 3/8/2024 (2) | 22,634 | 45,268 | 10.00 | 3/8/2031 | 37,500 | 194,250 | | Eric Powers | 1/3/2020 (1) | 73,575 | — | 11.52 | 1/3/2025 | — | — | | | 1/4/2021 (1) | 21,420 | — | 33.42 | 1/4/2026 | — | — | | | 9/29/2021 (2) | 46,329 | — | 26.88 | 12/31/2027 | — | — | | | 2/24/2022 (2) | 49,719 | — | 21.48 | 2/24/2029 | — | — | | | 7/25/2023 (2) | 85,324 | 42,662 | 3.99 | 2/24/2030 | 28,758 | 148,966 | | | 3/8/2024 (2) | 21,668 | 43,337 | 10.00 | 3/8/2031 | 35,900 | 185,962 | | Kyle Landrum | 1/3/2020 (1) | 73,575 | — | 11.52 | 1/3/2025 | — | — | | | 1/4/2021 (1) | 21,072 | — | 33.42 | 1/4/2026 | — | — | | | 9/29/2021 (2) | 46,329 | — | 26.88 | 12/31/2027 | — | — | | | 2/24/2022 (2) | 49,719 | — | 21.48 | 2/24/2029 | — | — | | | 7/25/2023 (2) | 85,324 | 42,662 | 3.99 | 2/24/2030 | 28,758 | 148,966 | | | 3/8/2024 (2) | 22,634 | 45,268 | 10.00 | 3/8/2031 | 37,500 | 194,250 | | Nilyum Jhala | 9/29/2021 (2) | 19,458 | — | 26.88 | 12/31/2027 | — | — | | | 2/24/2022 (2) | 49,719 | — | 21.48 | 2/24/2029 | — | — | | | 7/25/2023 (2) | 85,324 | 42,662 | 3.99 | 2/24/2030 | 28,758 | 148,966 | | | 3/8/2024 (2) | 22,634 | 45,268 | 10.00 | 3/8/2031 | 37,500 | 194,250 |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (1) This award consists of stock options with vesting of 15% in year one, 25% in year two and 40% in year three. | | (2) The option awards consist of stock options that vest in equal amounts over a period of three years. The stock awards consist of restricted stock units with vesting of 50% in year two and 50% in year three. | | (3) Market value based on $5.18 per share, which was the closing market price of the Subordinate Voting Shares (TCNNF) on December 31, 2024, the last business day of 2024. |

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding all stock awards vested and the value realized upon vesting by our NEOs during the year ended December 31, 2024. There were no exercises of stock options by the NEOs during the year ended December 31, 2024.

  39. Option Exercises and Stock Vested

    | Name | Stock awards | | | | Number of shares acquired on vesting (#) (1) | Value realized on vesting ($) | | Kim Rivers | 130,364 | $745,360 | | Wes Getman | — | — | | Eric Powers | 37,487 | 215,135 | | Kyle Landrum | 37,487 | 215,135 | | Nilyum Jhala | 37,487 | 215,135 |

  40. Option Exercises and Stock Vested

    | (1) The value realized upon vesting is equal to the number of shares vesting multiplied by the closing market price of our common stock on the vesting date. |

  41. Pension Benefits

    Pension Benefits The named executive officers do not participate in any pension plans and received no pension benefits during 2024.

  42. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The named executive officers do not participate in any nonqualified deferred compensation plans and received no nonqualified deferred compensation during 2024.

  43. Estimate of Potential Payments Upon Termination or Change in Control

    Estimate of Potential Payments Upon Termination or Change in Control The severance benefits for our NEOs are provided under individual employment agreements and, in certain cases, equity award agreements. Upon any termination of employment, each NEO will be entitled to receive, within thirty days following termination, any accrued and vested payments and benefits that have not yet been paid, including unpaid base salary earned and reimbursement for any unreimbursed business expenses (collectively, the “Accrued Benefits”). Additionally, depending on the type of termination, each NEO may be entitled to receive severance payments in addition to the Accrued Benefits. The narrative disclosure above describes the severance or change in control benefits that each NEO would be entitled to receive in addition to the Accrued Benefits (in the case of a termination of employment), and these severance benefits are quantified in the Estimate Potential Payments Upon Termination or Change in Control table below. Unless otherwise indicated, the narrative disclosure and the amounts estimated in the table below assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2024, and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The terms “cause,” “good reason,” “disability,” and “change in control” in this section have the meanings provided in the applicable employment agreement or equity award agreement. The table below assumes that any equity awards that vest in connection with the applicable triggering event and values equity awards based on the closing price of one Subordinate Voting Share on December 31, 2024 of $5.18. In the event any benefits or payment amounts constitute an “excess parachute” payment as defined in Section 280G of the Internal Revenue Code, the NEO will receive the better of, on an after-tax basis, (a) the unreduced excess parachute payment with no tax gross up payment, or (b) a parachute payment reduced to a level below which an excise tax is imposed.

  44. Estimate of Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment | Termination for Death or Disability ($) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason Absent a Change in Control ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | Change in Control ($) (3) | | Kim Rivers | Cash | — | — | 3,825,000 | 4,250,000 | — | | | Stock Incentives (1) | 1,339,541 | — | 1,339,541 | 1,339,541 | 1,339,541 | | | Other Benefits (2) | — | — | 26,117 | 26,117 | — | | | Total | 1,339,541 | — | 5,190,658 | 5,615,658 | 1,339,541 | | Wes Getman | Cash | — | — | 1,710,000 | 1,947,500 | — | | | Stock Incentives (1) | 194,250 | — | 194,250 | 194,250 | 194,250 | | | Other Benefits (2) | — | — | 15,453 | 15,453 | — | | | Total | 194,250 | — | 1,919,703 | 2,157,203 | 194,250 | | Eric Powers | Cash | — | — | 1,228,390 | 1,428,390 | — | | | Stock Incentives (1) | 385,696 | — | 385,696 | 385,696 | 385,696 | | | Other Benefits (2) | — | — | 26,117 | 26,117 | — | | | Total | 385,696 | — | 1,640,203 | 1,840,203 | 385,696 | | Kyle Landrum | Cash | — | — | 814,479 | 989,479 | — | | | Stock Incentives (1) | 393,984 | — | 393,984 | 393,984 | 393,984 | | | Other Benefits (2) | — | — | 26,117 | 26,117 | — | | | Total | 393,984 | — | 1,234,580 | 1,409,580 | 393,984 | | Nilyum Jhala | Cash | — | — | 873,313 | 1,048,313 | — | | | Stock Incentives (1) | 393,984 | — | 393,984 | 393,984 | 393,984 | | | Other Benefits (2) | — | — | 26,117 | 26,117 | — | | | Total | 393,984 | — | 1,293,414 | 1,468,414 | 393,984 |

  45. Estimate of Potential Payments Upon Termination or Change in Control

    | (1) With respect to options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated Subordinate Voting Shares underlying the options by $5.18, the closing trading price of our common stock on December 31, 2024, and (ii) subtracting the aggregate exercise price for the options. Options that were “underwater” were not included as they do not have a positive aggregate spread value. With respect to RSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $5.18, the closing trading price of our common stock on December 31, 2024. | | (2) Reflects actual cost of COBRA as in effect as of December 31, 2024, based on each officer’s elections with respect to our health insurance plans. | | (3) Pursuant to the terms of the Company's Amended 2021 Plan, all outstanding awards will be accelerated to the extent such awards are not replaced with replacement awards. For purposes of calculation of this column, we have assumed full acceleration of outstanding equity awards. |

  46. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all our employees (other than our chief executive officer). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2024, our chief executive officer’s annual total compensation was $5,143,273 and the median employee’s annual total compensation was $31,947. Accordingly, our CEO Pay Ratio for 2024 was approximately 161 to 1. Our CEO Pay Ratio is described below.

  47. Methodology, Assumptions, and Estimates Used in Determining our CEO Pay Ratio

    Methodology, Assumptions, and Estimates Used in Determining our CEO Pay Ratio We selected December 31, 2024 as the date for determining the employee population used to identify the median employee. To identify the Company’s median employee, we used actual 2024 taxable wages paid to each employee (both hourly and salaried) as of December 31, 2024. We believe this consistently applied compensation measure reasonably reflects annual compensation across the Company’s employee base. As of December 31, 2024, we had approximately 6,000 active employees (excluding our chief executive officer), consisting of full-time, part-time, seasonal, and temporary employees. We did not make any other assumptions, adjustments or estimates with respect to compensation. For this purpose, we did not annualize the wages of any individuals who were employed less than the full calendar year. After identifying the Company’s median employee, we calculated the median employee’s and the chief executive officer’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Because Item 402(u) of Regulation S-K permits companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect a company’s employee population and compensation practices, we believe that our CEO Pay Ratio should not be used as a basis for comparison between companies. In addition, we expect our CEO Pay Ratio may vary year over year due to the size of the Company and the variability in employee compensation.

  48. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our professional employer organization ("PEO") and to our other non-PEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  49. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net (Loss) Income Attributable to Common Shareholders (in thousands) ($) (5)(6) | Adjusted EBITDA (in thousands) ($) (6) | | | | | | | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (3)(4) | | | | 2024 | 5,143,273 | 3,492,068 | 1,638,637 | 1,200,766 | 16.39 | 21.50 | (155,105) | 420,230 | | 2023 | 3,357,213 | 3,774,319 | 682,277 | 823,327 | 16.48 | 36.44 | (526,796) | 322,334 | | 2022 | 3,904,952 | (656,152) | 1,364,774 | 33,782 | 23.94 | 33.11 | (246,064) | 398,249 | | 2021 | 8,054,480 | 7,141,567 | 2,051,237 | 1,519,953 | 82.26 | 79.23 | 18,032 | 384,796 |

  50. Pay Versus Performance

    | (1) The PEO for all covered years was Kim Rivers. The non-PEOs in 2024 were Wes Getman, Eric Powers, Kyle Landrum and Nilyum Jhala. The non-PEO NEOs in 2023 were Ryan Blust, Tim Mullany, Alex D'Amico, Eric Powers, Tim Morey and Kyle Landrum. The non-PEO NEOs in 2022 were Alex D’Amico, Eric Powers, Timothy Morey and Kyle Landrum. The non-PEO NEOs in 2021 were Alex D'Amico and Eric Powers. | | (2) Amounts reported in this column are based on total compensation reported for our PEO and our non-PEO NEOs in the Summary Compensation Table for the indicated reporting and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. | | (3) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period, or December 31, 2020. | | (4) Competitor peer group is composed of the following companies: Cresco Labs Inc.; Curaleaf Holdings Inc. and Green Thumb Industries Inc. Verano Holdings Corp. is not included in the above peer group as they were not a public reporting company until 2021. Amounts reported in this column represent cumulative returns on an initial $100 investment in each peer group company on December 31, 2020. | | (5) The dollar amounts reported represent the amount of net income (loss) attributable to common shareholders reflected in our audited financial statements for the applicable year. | | (6) These values reflect immaterial adjustments to previously issued consolidated financial statements that we filed in our Form 10-K for the years ended December 31, 2022 and December 31, 2021. |

  51. Compensation Actually Paid—Adjustments

    Compensation Actually Paid—Adjustments Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. For the year ended December 31, 2024 the adjustments were as follows:

  52. Compensation Actually Paid—Adjustments

    | | CEO | Average of NEOs | | Summary Compensation Table Reported Compensation | $5,143,273 | $1,638,637 | | Deduct: Grant date fair values of equity awards reported in “Stock Awards” column of the SCT for the covered FY (b) | $2,549,391 | $741,821 | | Deduct: For any awards granted in any prior FY that were forfeited during the covered FY, the fair value at the end of the prior FY | $— | $— | | Add: Fair values as of the end of the covered FY of all equity awards granted during the covered FY that are outstanding and unvested as of the end of such covered FY | $1,003,674 | $292,049 | | Add: The change in fair value (whether positive or negative) as of the end of the covered FY of any equity awards granted in any prior FY that are outstanding and unvested as of the end of such covered FY | $288,964 | $63,742 | | Add: For awards that are granted and vest in the same FY, the fair value as of the vesting date | $203,164 | $59,116 | | Add: The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the covered FY | $(597,616) | $(110,957) | | Total Compensation Actually Paid | $3,492,068 | $1,200,766 |

  53. Director Compensation Table

    Director Compensation Table The following table provides information concerning the compensation of each non-employee director who served on Company’s board of directors in 2024. Company employees did not receive compensation for serving as directors.

  54. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Total ($) | | Gianella Alvarez (1) | 37,500 | 75,000 | 68,036 | 180,536 | | Thad Beshears | 75,000 | 75,000 | 68,036 | 218,036 | | Peter Healy | 112,500 | 75,000 | 68,036 | 255,536 | | Richard May | 75,000 | 75,000 | 68,036 | 218,036 | | Thomas Millner | 95,000 | 75,000 | 68,036 | 238,036 | | Jane Morreau | 75,000 | 75,000 | 68,036 | 218,036 | | Susan Thronson | 90,000 | 75,000 | 68,036 | 233,036 |

  55. Director Compensation Table

    | (1) Giannella Alvarez elected not to stand for re-election and her term as a director of the Company ended on June 12, 2024, at which time all of her vested RSUs were settled due to her separation from service. | | (2) Represents the grant date fair value of 7,500 RSUs granted to each director in 2024, computed in accordance with FASB ASC Topic 718. As of December 31, 2024, all RSUs, except for Gianna Alvarez, were vested but remained outstanding as settlement. | | (3) Amounts represent the grant-date fair value of 13,580 option awards granted to each of our directors in 2024, computed in accordance with FASB ASC Topic 718. As of December 31, 2024, all option awards were vested. |

  56. Director Compensation Program

    Director Compensation Program The Company adopted a board of directors compensation program which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of our stock to further align their interests with those of our shareholders. The program provides the following compensation for non-employee directors: •An annual retainer of $75,000; •An annual retainer of: (1) $25,000 for the Lead Director, (2) $20,000 for the chair of the Audit Committee, (3) $15,000 for the chair of the Compensation and Human Resources Committee and (4) $12,500 for the chair of the Nominating and Corporate Governance Committee; •An equity retainer with a value of approximately $150,000 (based on the fair market value of a share of common stock on the determination date) payable 50% in the form of stock options and 50% in the form of restricted stock units, granted upon initial election to the Board and then annually each year. •The Compensation and Human Resources Committee reviewed its director compensation program in late 2023 and recommended adjustments to the program, based on peer group market data. In connection with these changes, our non-executive directors are newly subject to stock ownership guidelines at three times the annual cash retainer. These adjustments and the rationale for these adjustments will be further disclosed in our 2025 proxy.

  57. Outstanding Equity Awards

    Outstanding Equity Awards In setting the number of shares authorized for issuance under the Amended 2021 Plan, we considered the total outstanding equity awards under the 2021 Plan. Under the heading “Equity Compensation Plan Information”, as required by the rules of the U.S. Securities and Exchange Commission, we provide information about shares of Subordinate Voting Shares that may be issued under our equity compensation plans as of December 31, 2024. To facilitate the approval of the Amended 2021 Plan, set forth below is certain additional information as of the record date, April 24, 2025. As of April 24, 2025, we had 167,851,060 shares of Subordinate Voting Shares issued and outstanding (without converting the Multiple Voting Shares into Subordinate Voting Shares). The closing price of the Subordinate Voting Shares as reported on the OTCQX Best Market on April 24, 2025 was $4.67 (and $6.48 per share on the Canadian Securities Exchange).