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
New CEO as of January 2026 and new director; the 3-year TSR trigger does not apply because CXW's 3-year return of +113.7% outperforms the peer group median of +30.9% by +82.8 percentage points, well below the 65-percentage-point underperformance threshold needed to trigger a vote against, and no other policy flags apply.
Director since 2014 with strong relevant executive experience; CXW's 3-year TSR significantly outperforms the peer group median, so no TSR trigger applies, and no overboarding, attendance, or independence concerns are identified.
Director since March 2024, bringing relevant executive and real estate expertise; CXW's strong 3-year TSR outperformance of the peer group means no TSR trigger applies, and no other policy concerns are identified.
Director since March 2024 with communications and ESG leadership experience; CXW's 3-year TSR substantially outperforms the peer group median, so no TSR trigger applies, and no other policy flags are present.
Director since 2016 with deep corrections and law enforcement expertise directly relevant to CoreCivic's business; CXW's 3-year TSR significantly outperforms peers, so the TSR trigger does not apply, and no attendance or overboarding concerns are noted.
Director since 2018 with extensive corrections industry experience as former Bureau of Prisons Director; CXW's 3-year TSR substantially outperforms the peer group median, eliminating any TSR concern, and no other policy flags apply.
Director since 2002 with broad legal, regulatory, and governance expertise; CXW's strong 3-year TSR outperformance of the peer group means no TSR trigger applies, and no overboarding or independence concerns are identified.
Director since 2018 with extensive real estate, finance, and investment banking expertise; CXW's 3-year TSR significantly outperforms the peer group median, so no TSR trigger applies, and no other policy concerns are present.
Director since March 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings relevant legal, technology, and operational leadership experience.
Director since March 2025, within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings executive leadership and board experience across multiple industries.
Director since March 2025, within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings deep real estate finance and CFO expertise directly relevant to CoreCivic's operations.
All eleven director nominees receive a FOR vote. CoreCivic's 3-year total shareholder return of +113.7% outperforms the disclosed compensation peer group median of +30.9% by +82.8 percentage points, which is well above the peer group median rather than below it, so the TSR underperformance trigger does not fire for any director. Three directors who joined in March 2025 are additionally exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or familial relationship concerns are identified for any nominee, and the board discloses a skills matrix.
Say on Pay
✓ FORCEO
Damon T. Hininger
Total Comp
$7,203,173
Prior Support
97%%
The prior year say-on-pay vote received over 97% support, reflecting strong shareholder endorsement of the compensation structure, and no changes are required under policy. The pay mix is well-designed: for the CEO, approximately 55.8% of total target compensation is performance-based (short-term cash incentive tied to Adjusted EBITDA and strategic goals, plus performance-based stock awards tied to Normalized FFO and a relative total shareholder return modifier), which comfortably exceeds the 50-60% variable pay standard. CoreCivic's 3-year total shareholder return of +113.7% substantially outperforms the peer group median of +30.9% by +82.8 percentage points, meaning above-benchmark incentive payouts — the CEO received a 250% of base salary bonus — are well supported by actual shareholder outcomes, satisfying the pay-for-performance alignment check. The company also maintains a robust clawback policy that covers both misconduct and mandatory SEC-required restatement recoupment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,596,053
Non-Audit Fees
$249,118
The non-audit fees (tax fees of $247,118 plus other fees of $2,000, totaling $249,118) represent approximately 15.6% of audit fees of $1,596,053, well below the 50% threshold that would raise independence concerns. Ernst & Young's tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy. Ernst & Young is a Big 4 firm fully adequate for a $2 billion market cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 CoreCivic annual meeting ballot contains three standard proposals: election of eleven directors, ratification of Ernst & Young as auditor, and an advisory say-on-pay vote. All three receive a FOR vote determination — the director slate is well-qualified with no TSR underperformance concerns given CXW's strong 3-year outperformance of its peer group, the auditor fee structure is clean with non-audit fees well below independence thresholds, and the executive compensation program demonstrates genuine pay-for-performance alignment backed by 97% prior-year shareholder support.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing