CoreCivic, Inc.
For the period ended May 15, 2025. Filed Mar 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Mar 31, 2025
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Table of Potential Payments Upon Termination or Change in Control
The table below reflects the amount of compensation payable to each of the NEOs in the event of termination of such executive’s employment in accordance with the Severance Plan in place during the year ended December 31, 2024. The amount of compensation payable to each NEO upon a change of control, qualifying termination in connection with a change in control, involuntary termination not for cause, and in the event of disability or death of the executive is shown below. The amounts assume that such event was effective as of December 31, 2024, and thus do not include amounts earned through such time and are estimates of the awards and amounts that would be paid out to the NEOs upon their termination. The amounts shown do not include: (i) benefits earned during the term of our NEOs’ employment that are available to all salaried employees, and (ii) 2024 cash incentives that were earned as of December 31, 2024. The actual awards and amounts to be paid out can only be determined at the time of such executive’s separation from the Company. Reference below to RSUs means our time-based and performance-based RSUs and includes all dividend equivalent rights, if any.
| Name | Category | Change in Control Only ($) | Qualifying Termination upon Change in Control ($) | Involuntary Termination Without Cause ($) | Death or Disability ($) |
|---|---|---|---|---|---|
| Damon T. Hininger | Accelerated Vesting of RSUs(1) | $13,102,220 | $13,102,220 | $— | $13,102,220 |
| Cash Severance(2) · — · 3,318,900 · 1,110,000 · — | |||||
| Insurance Benefits(3) · — · 45,508 · — · 1,500,000 | |||||
| Total: | $13,102,220 | $16,466,628 | $ 1,110,000 | $14,602,220 | |
| David M. Garfinkle | Accelerated Vesting of RSUs(1) | $4,326,869 | $4,326,869 | $— | $4,326,869 |
| Cash Severance(2) · — · 1,749,599 · 585,150 · — | |||||
| Insurance Benefits(3) · — · 44,412 · — · 1,500,000 | |||||
| Total: | $4,326,869 | $6,120,880 | $585,150 | $5,826,869 | |
| Patrick D. Swindle | Accelerated Vesting of RSUs(1) | $4,250,779 | $4,250,779 | $— | $4,250,779 |
| Cash Severance(2) · — · 1,648,716 · 551,410 · — | |||||
| Insurance Benefits(3) · — · 35,320 · — · 1,500,000 | |||||
| Total: | $4,250,779 | $5,934,815 | $551,410 | $5,750,779 | |
| Anthony L. Grande | Accelerated Vesting of RSUs(1) | $4,326,869 | $4,326,869 | $— | $4,326,869 |
| Cash Severance(2) · — · 1,779,140 · 595,030 · — | |||||
| Insurance Benefits(3) · — · 40,401 · — · 1,500,000 | |||||
| Total: | $4,326,869 | $6,146,410 | $595,030 | $5,826,869 | |
| Lucibeth N. Mayberry | Accelerated Vesting of RSUs(1) | $4,250,779 | $4,250,779 | $— | $4,250,779 |
| Cash Severance(2) · — · 1,648,716 · 551,410 · — | |||||
| Insurance Benefits(3) · — · 39,099 · — · 1,500,000 | |||||
| Total: | $4,250,779 | $5,938,594 | $551,410 | $5,750,779 | |
| (1) | Represents the value of accelerated vesting of RSUs, which occurs upon a change in control (whether or not the executive’s employment is terminated) and upon the death or disability of the executive. Accelerated vesting of RSUs is calculated using the NYSE closing market price on December 31, 2024 ($21.74 per share) associated with such RSUs that similarly vest on an accelerated basis. |
| (2) | In the event of an involuntary termination absent a change in control and without cause, represents an amount equal to 100% of current base salary paid out on the same terms and with the same frequency as the executive’s base salary was paid prior to December 31, 2024. In the event of a qualifying termination upon a change in control, represents an amount equal to 2.99 times base salary, to be paid out in a lump sum within 40 days of the termination date. |
| (3) | In the event of a qualifying termination upon a change in control, represents the premiums expected to be paid based on the types of insurance coverage the Company carried for such executive as of December 31, 2024, and the premiums in effect on such date. In the event of death, represents the payouts under life insurance policies, equal to two times total cash compensation, subject to certain caps. The benefits payable under supplemental long-term disability policies in the event of a disability are not shown in the table. In general, executive officers are entitled to higher payment formulas and higher caps for a potentially longer time than other employees under supplemental long-term disability policies. |
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