CORECIVIC REIT INC (CXW)
Sector: Industrials
2026 Annual Meeting Analysis
CORECIVIC REIT INC · Meeting: May 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Newly appointed CEO and director as of January 2026, joining well within the 24-month exemption window, so the TSR trigger does not apply; his extensive operational knowledge of CoreCivic makes him a relevant board member.
Director since 2014 with strong CEO and financial leadership experience; CXW's 3-year TSR of +108% outperforms the peer group median by +76.6pp, well below the 65pp trigger threshold for a strong-positive-TSR company, so no TSR concern arises; holds two public board seats (CXW and Greif), within the policy limit.
Director since March 2024, joining within the 24-month exemption window; brings relevant executive, real estate, and economic development experience and serves on the audit and compensation committees.
Director since March 2024, within the 24-month exemption window; brings communications, ESG, and government contractor experience relevant to CoreCivic's public-facing and regulatory environment.
Director since 2016 with deep corrections and federal law enforcement expertise; CXW's strong 3-year TSR outperforms peers by +76.6pp, well below the 65pp trigger threshold, so no TSR concern; holds two public board seats (CXW and Spok Holdings), within the policy limit.
Director since 2018 with unmatched corrections industry expertise as former Bureau of Prisons director; CXW's 3-year TSR outperforms the peer median by +76.6pp, below the 65pp trigger threshold, so no TSR concern applies.
Director since 2002 with extensive legal, governance, and government experience; CXW's strong 3-year outperformance versus peers means the TSR trigger does not apply; holds two disclosed public board seats (CXW and Genesco), within the policy limit.
Director since 2018 with deep real estate finance and capital markets experience; the TSR trigger does not apply given CXW's +76.6pp peer outperformance over three years; holds two public board seats (CXW and Macerich), within the policy limit.
Director since March 2025, well within the 24-month exemption window; brings legal, technology, and operational leadership experience relevant to CoreCivic's compliance and infrastructure needs.
Director since March 2025, within the 24-month exemption window; brings CEO-level executive and consumer industry experience and serves on the compensation committee.
Director since March 2025, within the 24-month exemption window; a CPA and former CFO with extensive REIT and real estate finance expertise, well-suited for her audit committee role.
All eleven nominees receive a FOR vote. CoreCivic's 3-year total shareholder return of +108% outperforms its disclosed compensation peer group median by +76.6 percentage points, which is above the 65pp threshold required to trigger a vote against long-tenured directors under the strong-positive-TSR band — meaning the TSR trigger does not fire for any director. Five directors joined since March 2024 and are fully exempt from the TSR trigger under the 24-month new-director rule. No director exceeds the four-board overboarding limit, no attendance failures are disclosed, and all committee members are independent with appropriate financial and operational expertise.
Say on Pay
✓ FORCEO
Damon T. Hininger
Total Comp
N/A
Prior Support
97%%
The prior-year say-on-pay vote received over 97% support, reflecting strong shareholder endorsement of the program structure. The compensation program is well-designed for pay-for-performance alignment: for the CEO, approximately 55.8% of total direct compensation is performance-based (above the 50-60% policy threshold), consisting of performance-based restricted stock awards tied to Normalized FFO targets plus a relative total shareholder return modifier, and annual cash incentives tied to measurable financial and operational goals — all meaningful performance conditions rather than guaranteed pay. CXW's 3-year total shareholder return of +65% (per the proxy's own disclosure for 12/31/2022–12/31/2025) substantially outperforms its peer group at the 71st percentile, meaning above-target incentive payouts for 2025 (250% of base salary for the CEO) are supported by genuine outperformance versus peers; the company also has a robust clawback policy meeting Dodd-Frank requirements, and no equity dilution concerns are evident.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,596,053
Non-Audit Fees
$249,118
Non-audit fees (tax fees of $247,118 plus other fees of $2,000, totaling $249,118) represent approximately 15.6% of audit fees ($1,596,053), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Ernst & Young is a Big 4 firm appropriate for a $2B market-cap company.
Overall Assessment
The 2026 CoreCivic annual meeting presents three standard proposals — director elections, auditor ratification, and advisory say-on-pay — all of which receive a FOR vote determination. CoreCivic's strong 3-year total shareholder return of approximately 108% significantly outperforms its compensation peer group, its executive pay program is meaningfully performance-based with a robust clawback policy and 97% prior-year shareholder support, and its auditor fee structure presents no independence concerns.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing