David Garfinkle
About David Garfinkle
Independent director at BEEP (Mobile Infrastructure Corporation) since January 2023; age 57 as of April 14, 2025. He serves as Executive Vice President and Chief Financial Officer of CoreCivic, Inc. (since May 1, 2014), is a Certified Public Accountant, and holds a BBA from St. Bonaventure University. The Board designates him as its Audit Committee “financial expert” and has affirmatively determined he is independent under NYSE American rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreCivic, Inc. | Executive Vice President & Chief Financial Officer | May 1, 2014–present | Public company CFO; extensive financial reporting oversight |
| CoreCivic, Inc. | Vice President of Finance & Controller | Feb 2001–May 2014 | Led finance and controllership functions |
| Bradley Real Estate, Inc. (public REIT) | Vice President & Controller | 1996–2001 | Public REIT finance leadership |
| KPMG Peat Marwick LLP | Senior Manager | Not disclosed | Audit/assurance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Junior Achievement of Middle Tennessee | Board member; Executive Committee member; previously Chair of Finance Committee | Not disclosed | Non-profit governance and finance oversight experience |
Board Governance
- Current committee assignments (2025 proxy): Audit Committee Chair and audit committee financial expert; member, Compensation Committee; member, Nominating & Governance Committee.
- Historical: As of April 19, 2024, listed as Audit Committee Chair and Nominating & Governance Committee Chair; subsequently, Damon Jones is shown as Nominating & Governance Chair in 2025.
- Independence: Board determined he meets NYSE American independence requirements (also independent for audit and compensation committee standards).
- Attendance: In 2024, the Board met 9 times; Audit 5; Compensation 7; Nominating & Governance 3. Each director other than Mr. Greiwe attended at least 75% of applicable Board and committee meetings (Garfinkle met the ≥75% threshold).
- Election results (shareholder support at 2024 annual meeting):
| Director election (June 18, 2024) | Votes FOR | Votes WITHHELD | Broker Non-Votes |
|---|---|---|---|
| David Garfinkle | 13,525,235 | 217,088 | 2,888,236 |
- Board leadership context: Combined CEO/Co-Chairman role balanced by an independent Co-Chairman and independent committee chairs; independent director executive sessions are used.
- Audit Committee activity: As Chair, co-signed the 2024 Audit Committee Report recommending inclusion of audited 2024 financial statements in the 10-K.
Fixed Compensation
- 2024 non-employee director pay structure: $70,000 annual retainer; additional fees of $15,000 for independent Co-Chair, $15,000 for Audit Chair, and $10,000 for Compensation or Nominating & Governance Chair; paid 60% in RSUs and 40% in cash; RSUs vest in full on the one-year anniversary; no per-meeting fees.
- 2023 non-employee director pay structure: $70,000 annual retainer (pro-rated); for 2023, Board determined compensation would be settled in RSUs (granted January 10, 2024).
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 34,000 | 51,000 | 85,000 | Individual director compensation per proxy table |
| 2023 | 70,288 | — | 70,288 | Paid in RSUs on Jan 10, 2024; granted 18,305 RSUs |
Additional details:
- 2023 grant settlement: “Director compensation for FY2023 was accrued and paid on January 10, 2024 in the form of RSUs” (Garfinkle: 18,305 RSUs).
- 2024 compensation mix: “60% in RSUs and 40% in cash” with one-year vesting; no meeting fees.
Performance Compensation
- The company states it does not grant stock options as part of its equity programs; director equity is time-based RSUs that vest in one year; no performance metrics are disclosed for director compensation.
| Performance metric | Weighting/Target | Status |
|---|---|---|
| Revenue, EBITDA, TSR, ESG, etc. | Not disclosed for directors | RSUs time-vested; no performance-based component disclosed |
Other Directorships & Interlocks
- Other current public-company directorships: None disclosed for Mr. Garfinkle in the “Information about Director Nominees” section.
- Compensation Committee interlocks: None (proxy states no interlocks/insider participation).
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography |
| Compensation Committee interlocks (past year) | None |
Expertise & Qualifications
- CPA; extensive public company financial leadership (CoreCivic CFO; former public REIT controller); designated Audit Committee financial expert.
- Real estate and infrastructure adjacency through prior REIT role; Board cites his “significant management and public company experience.”
Equity Ownership
| Security | Amount | As of | % of Class | Notes |
|---|---|---|---|---|
| Common Stock – shares beneficially owned | 46,287 | Mar 31, 2025 | <1% | Based on 42,391,674 shares outstanding as of Mar 31, 2025 |
| Restricted Stock Units (RSUs) held | 31,587 | Dec 31, 2024 | N/A | RSU holdings disclosed in director compensation footnote |
Policies and alignment:
- Stock ownership guidelines: Non-employee directors must hold at least 4x annual director compensation; the proxy states all current directors subject to the policy are in compliance.
- Hedging: Company prohibits hedging (prepaid forwards, swaps, collars, options, exchange funds, etc.).
- Pledging: No specific pledging restriction disclosed in the cited sections; not mentioned in the hedging policy excerpt.
Governance Assessment
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Strengths
- Audit Committee Chair and designated financial expert; deep CFO/controllership background supports robust financial oversight.
- Independence affirmed; serves on all key committees (Audit Chair; member of Compensation and Nominating & Governance).
- Shareholder support in 2024 re-election (13.5M FOR vs. 0.22M WITHHELD; 2.89M broker non-votes).
- Alignment mechanisms: equity-based RSUs for directors; ownership guideline of 4x annual director compensation with stated compliance; hedging prohibited.
- Audit Committee reported on and recommended inclusion of 2024 audited financials in the 10-K, evidencing engagement.
-
Watch items
- Leadership structure concentrates power (combined CEO/Co-Chair), though mitigated by independent Co-Chair and independent committee chairs.
- Director pay mix shifted from 100% equity in 2023 (settled via RSUs) to 60% equity/40% cash in 2024; not a red flag but relevant to alignment analysis.
-
Attendance and engagement
- Met the company’s minimum attendance expectation (≥75%) in 2024; Board/committee activity levels indicate regular engagement.
-
Compensation governance
- Compensation Committee uses an independent advisor (Farient Advisors); committee assessed advisor independence and found no conflicts.
-
Potential conflicts/related-party
- No compensation committee interlocks; no related-party transactions involving Mr. Garfinkle are identified in the cited sections (biography, director compensation/ownership).
RED FLAGS: None specific to Mr. Garfinkle identified in the cited disclosures; continue monitoring for any Section 16 filings (Form 4) and future proxy related-party sections for changes.