XML 18 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. Compensation Actually Paid figures do not reflect the actual amount of compensation earned by or paid to our PEO or our non-PEO NEOs during the applicable year. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown. For information regarding the compensation decisions made by the Compensation Committee with respect to the PEO’s or non-PEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis section of the Proxy Statement reporting compensation for the fiscal years presented in the Pay Versus Performance table.


Yr. (a)	Summary Compensation Table Total for PEO (b) ($)	Compensation Actually Paid to PEO (c) ($)	Average Summary Compensation Total for Non-PEO NEOs (d) ($)	Average Compensation Actually Paid to Non-PEO NEOs (e) ($)	Value of Initial Fixed $100 Investment Based on CXW TSR (f) ($)	Value of Initial Fixed $100 Investment Based on Peer Group TSR (g) ($)	Net Income (Loss) (in thousands) (h) ($)	Normalized FFO (in thousands) (i) ($)
2020	$4,405,451	$1,440,049	$1,804,908	$645,024	$40	$92	$54,157	$271,768
2021	$5,445,316	$7,174,536	$2,243,222	$2,892,714	$61	$126	$(51,896)	$225,484
2022	$5,159,741	$5,286,571	$2,126,404	$2,223,381	$71	$91	$122,320	$165,216
2023	$5,792,037	$7,581,408	$2,439,711	$3,113,536	$89	$97	$67,590	$168,436
2024	$7,471,923	$13,018,465	$2,641,510	$4,439,999	$133	$98	$68,868	$190,114

Explanation of information in the columns of the table:

Columns (b) and (d)

Reflects compensation amounts reported in the Summary Compensation Table for the PEO, our CEO, and the Non-PEO NEOs, respectively, for the years shown.

Columns (c) and (e)

Below is an explanation of the amounts added to and deducted from the Summary Compensation table total compensation amounts to determine “compensation actually paid” in accordance with Item 402(v)(2) of Regulation S-K:


	PEO
	2020	2021	2022	2023	2024
Summary Compensation Table Total	$4,405,451	$5,445,316	$5,159,741	$5,792,037	$7,471,923
Less grant date fair value of stock awards	(2,600,000)	(2,600,002)	(2,600,005)	(2,799,997)	(4,000,011)
Add year-end fair value of awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year.	947,738	3,312,666	2,674,182	3,594,010	6,309,144
Add change in fair value as of fiscal year-end compared to prior year-end fair value for unvested and outstanding awards granted in prior fiscal years	(1,300,015)	920,210	55,790	1,193,240	3,318,386
Add change in fair value as of vesting date compared to prior year-end fair value for vested and outstanding awards granted in prior fiscal years	(13,125)	96,346	(3,137)	(197,882)	(80,977)
Less amount equal to the fair value at end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions	—	—	—	—	—
Add dividends paid on unvested equity awards during fiscal year	—	—	—	—	—
Compensation Actually Paid	$1,440,049	$7,174,536	$5,286,571	$7,581,408	$13,018,465


	Non-PEO NEOs (Average)
	2020	2021	2022	2023	2024
Summary Compensation Table Total	$1,804,908	$2,243,222	$2,126,404	$2,439,711	$2,641,510
Less grant date fair value of stock awards	(1,000,003)	(999,993)	(999,996)	(1,092,503)	(1,092,499)
Add year-end fair value of awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year.	373,274	1,280,383	1,052,904	1,409,316	1,729,308
Add change in fair value as of fiscal year-end compared to prior year-end fair value for unvested and outstanding awards granted in prior fiscal years	(526,071)	326,533	46,397	437,682	1,192,736
Add change in fair value as of vesting date compared to prior year-end fair value for vested and outstanding awards granted in prior fiscal years	(7,084)	42,569	(2,328)	(80,670)	(31,056)
Less amount equal to the fair value at end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions	—	—	—	—	—
Add dividends paid on unvested equity awards during fiscal year	—	—	—	—	—
Compensation Actually Paid	$645,024	$2,892,714	$2,223,381	$3,113,536	$4,439,999

Principal Executive Officer and Non-PEO Named Executive Officers (Non-PEO NEOs)

Damon T. Hininger served as PEO for the fiscal years 2020-2024. The Non-PEO NEOs included in columns (d) and (e) are as follows:


	Fiscal 2020-2024
	David M. Garfinkle
	Patrick D. Swindle
	Anthony L. Grande
	Lucibeth N. Mayberry

Stock awards for our PEO and Non-PEO NEOs consist of a combination of time-based RSUs and performance-based RSUs. See the notes to the Summary Compensation Table and Grants of Plan-Based Awards table for more information on how we determine fair value for equity awards. Additionally, neither our PEO, nor our Non-PEO NEOs, participate in a defined benefit or actuarial pension plan.

Columns (f) and (g)

As calculated in the manner prescribed by Item 201(e) of Regulation S-K. Columns (f) and (g) represent the cumulative total shareholder return of the Company and the FTSE NAREIT All Equity REITs Index, respectively, over the applicable measurement period. TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019.

Column (h) and (i)

The dollar amounts reported in columns (h) and (i) represent the amount of net income attributable to common stockholders reflected in the Company’s audited financial statements and the Company-selected measure of Normalized FFO, respectively, for the applicable year. The Company believes Normalized FFO is the financial performance measure most closely linked to the calculation of compensation actually paid. Amounts in these columns are in thousands.

Company Selected Measure Name

Normalized FFO

Named Executive Officers, Footnote

Principal Executive Officer and Non-PEO Named Executive Officers (Non-PEO NEOs)

Damon T. Hininger served as PEO for the fiscal years 2020-2024. The Non-PEO NEOs included in columns (d) and (e) are as follows:


	Fiscal 2020-2024
	David M. Garfinkle
	Patrick D. Swindle
	Anthony L. Grande
	Lucibeth N. Mayberry

Peer Group Issuers, Footnote

PEO Total Compensation Amount

$ 7,471,923

$ 5,792,037

$ 5,159,741

$ 5,445,316

$ 4,405,451

PEO Actually Paid Compensation Amount

$ 13,018,465

7,581,408

5,286,571

7,174,536

1,440,049

Adjustment To PEO Compensation, Footnote


	PEO
	2020	2021	2022	2023	2024
Summary Compensation Table Total	$4,405,451	$5,445,316	$5,159,741	$5,792,037	$7,471,923
Less grant date fair value of stock awards	(2,600,000)	(2,600,002)	(2,600,005)	(2,799,997)	(4,000,011)
Add year-end fair value of awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year.	947,738	3,312,666	2,674,182	3,594,010	6,309,144
Add change in fair value as of fiscal year-end compared to prior year-end fair value for unvested and outstanding awards granted in prior fiscal years	(1,300,015)	920,210	55,790	1,193,240	3,318,386
Add change in fair value as of vesting date compared to prior year-end fair value for vested and outstanding awards granted in prior fiscal years	(13,125)	96,346	(3,137)	(197,882)	(80,977)
Less amount equal to the fair value at end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions	—	—	—	—	—
Add dividends paid on unvested equity awards during fiscal year	—	—	—	—	—
Compensation Actually Paid	$1,440,049	$7,174,536	$5,286,571	$7,581,408	$13,018,465

Non-PEO NEO Average Total Compensation Amount

$ 2,641,510

2,439,711

2,126,404

2,243,222

1,804,908

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,439,999

3,113,536

2,223,381

2,892,714

645,024

Adjustment to Non-PEO NEO Compensation Footnote


	Non-PEO NEOs (Average)
	2020	2021	2022	2023	2024
Summary Compensation Table Total	$1,804,908	$2,243,222	$2,126,404	$2,439,711	$2,641,510
Less grant date fair value of stock awards	(1,000,003)	(999,993)	(999,996)	(1,092,503)	(1,092,499)
Add year-end fair value of awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year.	373,274	1,280,383	1,052,904	1,409,316	1,729,308
Add change in fair value as of fiscal year-end compared to prior year-end fair value for unvested and outstanding awards granted in prior fiscal years	(526,071)	326,533	46,397	437,682	1,192,736
Add change in fair value as of vesting date compared to prior year-end fair value for vested and outstanding awards granted in prior fiscal years	(7,084)	42,569	(2,328)	(80,670)	(31,056)
Less amount equal to the fair value at end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions	—	—	—	—	—
Add dividends paid on unvested equity awards during fiscal year	—	—	—	—	—
Compensation Actually Paid	$645,024	$2,892,714	$2,223,381	$3,113,536	$4,439,999

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Tabular List of Financial Performance Measures

The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s PEO and Non-PEO NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:


	Normalized FFO
	Adjusted EBITDA

See the Compensation Discussion and Analysis for more information regarding how these financial performance measures are used in our executive compensation program.

Total Shareholder Return Amount

$ 133

Peer Group Total Shareholder Return Amount

$ 98

$ 97

$ 91

$ 126

$ 92

Company Selected Measure Amount

190,114,000

168,436,000

165,216,000