Catherine Hernandez-Blades
About Catherine Hernandez-Blades
Catherine Hernandez-Blades, age 57, has been an independent director of CoreCivic (CXW) since March 2024 and serves on the Board’s Risk Committee (member since May 2024). She brings senior leadership experience in communications, brand, ESG, and government contractor environments, including SVP roles at SAIC and Aflac. She holds a BA in Mass Communications (University of Louisiana at Lafayette) and is a Fellow of the Loyola University Institute of Environmental Communication. Notable recognition includes an EMMY, two Cannes Lions, PR News/Women in Communications/PRWeek Hall of Femme halls of fame, Forbes Top 50 Global CMO (2019), and Davos Relations 4 the Future medal (first American recipient) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAIC (Fortune 500 tech integrator) | Senior Vice President, Marketing & Communications | 2021 – Jan 2024 | Led enterprise marketing and communications at a major federal contractor . |
| Aflac, Inc. | SVP, Chief ESG & Communications Officer; SVP, Chief Brand & Communications Officer; SVP, Corporate Communications | 2014 – 2021 | Built ESG reporting capability; led brand and corporate communications for a public insurer . |
| Flextronics International (Flex) | VP & Chief Marketing & Communications Officer | 2011 – 2014 | Global electronics manufacturing communications leadership . |
| Raytheon | VP, Communications & Public Affairs | 2008 – 2011 | Defense sector communications/public affairs . |
| Louisiana Seafood Promotion & Marketing Board | Executive Director (appointed by Gov. Mike Foster) | 1999 | State-level executive leadership . |
External Roles
| Organization | Role | Status |
|---|---|---|
| World Communications Forum Association – Davos | U.S. Representative, Advisory Board | Current . |
| Operation Homefront (non-profit for U.S. military families) | Former Chair | Prior service . |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Hernandez-Blades is independent and a 2025 nominee among 11 independent nominees .
- Committee assignment: Risk Committee member; the Risk Committee met 4 times in 2024 and oversees ERM, cybersecurity, legal/regulatory/contract compliance, and ESG reporting .
- Board engagement: In 2024 the Board met 8 times; independent directors held 9 executive sessions; average director attendance ~98%; each director ≥82%; all directors attended the 2024 annual meeting .
- Leadership structure: Chair separate from CEO; no Lead Independent Director given current separation .
- Related-party/Conflicts: No related-party transactions requiring disclosure since the beginning of the last fiscal year; Audit Committee administers a formal related party transaction policy .
- Hedging/Pledging: Prohibited for directors under insider trading policy .
- Clawback: Board-adopted recoupment policy (2022) applies to directors, officers, and employees under specified triggers; NYSE-compliant executive compensation recoupment policy also in place .
Fixed Compensation
| Component | Detail | 2024 Amount/Terms |
|---|---|---|
| Cash fees (Board/Committee/meetings) | Fees earned or paid in cash for 2024 | $72,000 . |
| Standard director retainers (structure) | 2024: Board member $80k; Committee member retainers: Audit $10k, Compensation $10k, Nominating & Governance $7.5k, Risk $10k; Committee Chairs: Audit $25k, Comp $20k, N&G $15k, Risk $20k; Unscheduled meeting fee $1,000 | Structure disclosed (not person-specific accrual) . |
| 2025 updates (for context) | Board member retainer increases to $90k; Independent Chair to $120k; director equity grant to ~$155k | Effective 1/1/2025 . |
Performance Compensation
| Equity Award | Grant Date | Type/Units | Grant Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director Equity | May 16, 2024 | RSUs: 8,190 units | $123,751 (valued at $15.11 close) | 1-year cliff | None; time-based RSUs for directors; dividend equivalents only if/when vested . |
Note: Director equity is time-based, not performance-based; no financial/ESG performance metrics apply to director RSUs .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Hernandez-Blades in CXW’s proxy .
- Non-profit/association roles: See External Roles above .
- Potential interlocks/conflicts: None disclosed; no related-party transactions requiring disclosure .
Expertise & Qualifications
- Core expertise: Enterprise communications, brand leadership, ESG/climate reporting, public affairs in regulated/government contracting environments (SAIC, Raytheon) .
- Recognitions: EMMY; two Cannes Lions; PR News, Women in Communications, PRWeek Hall of Femme; 2019 Forbes Top 50 Global CMO; Davos Relations 4 the Future medal .
- Education: BA Mass Communications (University of Louisiana at Lafayette); Fellow, Loyola University Institute of Environmental Communication .
- Board skill contribution: Communications/ESG oversight and stakeholder engagement aligned with Risk Committee ESG reporting oversight .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 8,190 shares | As of March 21, 2025; <1% of outstanding . |
| Ownership as % of shares outstanding | <1% | Shares outstanding 109,318,283 (record date) . |
| Director stock ownership guideline | 21,549 shares required by 3/15/2029 | Directors must hold shares equal to 4x annual retainer; Hernandez-Blades currently holds 8,190; compliance date March 15, 2029 . |
| Hedging/Pledging | Prohibited | Company policy . |
Director Compensation (2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $72,000 |
| Stock awards (RSUs) | $123,751 |
| Total | $195,751 |
| Aggregate unvested RSUs outstanding at 12/31/2024 | 8,190 |
Additional Governance Signals
- Say-on-Pay support (Board oversight signal): 97.99% approval at 2024 annual meeting .
- Insider reporting compliance: Company disclosed Hernandez-Blades’ initial Form 3 was filed late on May 16, 2024 (appointment March 15, 2024) .
- Board limits/overboarding: Audit Committee members cannot sit on >2 other public company audit committees without Board approval; broader service reviewed under governance guidelines .
Governance Assessment
-
Strengths
- Independent director aligned with Board’s focus on risk oversight and ESG reporting via Risk Committee membership; Risk Committee covers ERM, cybersecurity, legal/regulatory, and ESG disclosures .
- Strong communications and ESG credentials (Aflac Chief ESG & Communications Officer; SAIC SVP), relevant for stakeholder and reputational risk in a highly scrutinized sector .
- Governance safeguards: no hedging/pledging; director/exec stock ownership guidelines; director-inclusive clawback policy .
-
Watch items
- Ownership alignment: Currently below the director ownership guideline (8,190 vs. 21,549 shares) but within the 5-year compliance window ending March 15, 2029 .
- Insider reporting: Late Form 3 filing recorded in 2024, a minor compliance lapse to monitor .
-
Conflicts/Related-Party Exposure
- No related-party transactions requiring disclosure since the beginning of the last fiscal year; formal Audit Committee approval policy in place .
-
Board effectiveness context
- High overall Board/committee attendance (~98% average) and regular executive sessions in 2024 indicate active oversight; all directors attended the 2024 annual meeting .
- Separate Chair/CEO structure supports independent oversight; LID not appointed due to current separation .
RED FLAGS: None material disclosed. Minor: Late Form 3 filing in 2024; current ownership below guideline but within compliance timeline .