Alexander R. Fischer
About Alexander R. Fischer
Independent director since March 2024 (age 57); serves on CoreCivic’s Audit Committee (since May 2024) and Compensation Committee (effective January 1, 2025). Founder of Alex R. Fischer and Company (strategic advisory) since 2021; Partner at The New Albany Company; former President & CEO of the Columbus Partnership (2009–2021); prior senior roles at Battelle Memorial Institute (2002–2009) and State of Tennessee (Commissioner of Economic Development, Deputy Governor, Chief of Staff, 1997–2002). Holds a B.S. in Economics & Public Administration and an M.S. in Urban Planning & Economic Development from the University of Tennessee; classified as “financially literate” under NYSE rules by virtue of Audit Committee membership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alex R. Fischer and Company | Founder | 2021–present | Strategic advisory on corporate strategy, real estate, economic development |
| The New Albany Company | Partner | N/A (current) | Master developer of >20,000 acres mixed-use; real estate/infrastructure expertise |
| Columbus Partnership | President & CEO | 2009–2021 | Regional economic development leadership |
| Battelle Memorial Institute | SVP, Business & Commercialization | 2002–2009 | Commercialization, public-private partnerships |
| State of Tennessee | Commissioner of Economic Development; Deputy Governor; Chief of Staff | 1997–2002 | Public policy execution; intergovernmental relations |
External Roles
| Organization | Role | Committees/Position |
|---|---|---|
| Advanced Drainage Systems (public) | Director | Chair, Nominating & Governance; Member, Audit |
| Nationwide Children’s Hospital (non-profit) | Director (previously Chair) | Board leadership |
| White Oak Partners (private) | Chair | Board leadership |
| Andelyn Biosciences (private) | Director | Board oversight |
| Downtown Columbus, Inc. (non-profit) | Chair | Community development leadership |
| The Ohio State University | Former Trustee | Governance oversight |
Board Governance
- Committee memberships: Audit (member; 5 meetings in 2024), Compensation (member effective Jan 1, 2025; 4 meetings in 2024 for committee). Audit, Risk, Compensation, and Nominating & Governance committees are entirely independent.
- Independence: Board determined all directors other than the CEO are independent; 11 of 12 nominees are independent.
- Attendance and engagement: In 2024 the Board met 8 times; independent directors held 9 executive sessions; average attendance ~98%; each director attended at least 82%; all directors attended the 2024 annual meeting. Executive sessions are chaired by independent director Mark A. Emkes.
- Governance structures: Separate Chair (Mark Emkes) and CEO (Damon Hininger); no Lead Independent Director given separation.
- Limits on other board service: Audit Committee members may not serve on >2 other public company audit committees without Board approval.
Fixed Compensation
| Year | Cash Fees (Retainers/Meetings) | Notes |
|---|---|---|
| 2024 | $72,000 | Prorated after March 2024 appointment; retains board/committee fee structure per Non-Employee Directors’ plan |
Reference retainer schedule (context): 2024 board retainer $80,000; Audit member $10,000; committee chair/members per schedule; unscheduled meeting fee $1,000; increased for 2025 (board $90,000; independent Chair $120,000; RSU grant to ~$155,000).
Performance Compensation
| Grant Date | RSUs Granted | Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| 05/16/2024 | 8,190 | $123,751 | Vest at 1-year anniversary (subject to standard terms) | Paid in cash only to extent RSUs vest (if any) |
No director performance-based metrics disclosed; non-employee director equity awards are time-based RSUs under the 2020 Plan.
Other Directorships & Interlocks
| Company | Relationship to CXW | Potential Interlock/Conflict Assessment |
|---|---|---|
| Advanced Drainage Systems | Unrelated industry (drainage products) | Low conflict risk; no supplier/customer linkages disclosed |
| Non-profit/private boards | Civic/healthcare/biotech/community roles | Low conflict risk; charitable/civic governance |
- Related party transactions: None requiring disclosure since the beginning of the last fiscal year; Audit Committee administers a Related Party Transaction Policy for “Interested Transactions.”
Expertise & Qualifications
- Real estate and economic development operator; public-private infrastructure experience; strategic advisory leader.
- Public sector leadership (State of Tennessee), providing policy and government contract understanding relevant to CXW’s business.
- Audit Committee “financially literate” under NYSE rules; Audit Committee financial experts designated as Devin I. Murphy and John R. Prann, Jr.
- Academic credentials: B.S. (Economics & Public Administration); M.S. (Urban Planning & Economic Development), University of Tennessee.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially owned shares | 8,190 |
| RSUs outstanding (12/31/2024) | 8,190 |
| Ownership as % of shares outstanding | ~0.0075% (8,190 / 109,318,283) |
| Director ownership guideline | 21,549 shares required; compliance due by 03/15/2029 |
| Hedging/Pledging | Prohibited; none of the Board/executives engaged in hedging or pledging |
Insider Filings and Trades
| Filing Type | Event Date | Filed Date | Note |
|---|---|---|---|
| Form 3 | 03/15/2024 | 05/16/2024 | Filed late per Section 16(a) compliance disclosure |
Governance Assessment
-
Strengths:
- Independent director with relevant real estate, economic development, and public sector expertise; active on Audit and Compensation committees; “financially literate” per NYSE standards.
- Board and committee attendance culture strong (avg ~98%); frequent executive sessions with independent chair.
- Robust policies: no hedging/pledging; director and executive stock ownership guidelines; enterprise-wide clawback policy covering directors (bonus/incentive) for fraud/illegal acts/intentional misconduct.
- No related-party transactions disclosed; compensation consultant (Exequity) independent; no Compensation Committee interlocks requiring disclosure.
- Shareholder support: 2024 say‑on‑pay passed with 97.99% approval (indicator of investor confidence in pay governance).
-
Watch items / RED FLAGS:
- Late Form 3 (minor compliance lapse to monitor for timely future filings).
- Current ownership below guideline (8,190 vs. 21,549), though within 5‑year compliance window to 03/15/2029; monitor progress toward guideline for alignment.
- Dual Audit Committee service (ADS and CXW): ensure adherence to CXW’s policy limiting service on more than two other public company audit committees (currently no violation disclosed).