Cole G. Carter
About Cole G. Carter
Cole G. Carter (age 56) is Executive Vice President, General Counsel and Secretary of CoreCivic (CXW). He has served as EVP since May 2019 after roles as SVP, General Counsel & Secretary (2018–2019) and Associate General Counsel (2006–2018). He joined CoreCivic in 1992, earlier leading Educational Services; he holds a B.A. (Tennessee State University), M.S. (Middle Tennessee State University), and J.D. (Nashville School of Law) . Company performance context underpinning executive incentives: 2024 Normalized FFO per diluted share was $1.70; Adjusted EBITDA was $330.8 million; one‑year TSR was 50%, 3‑year TSR 118% (96th percentile), and 5‑year TSR 33% (40th percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CoreCivic | EVP, General Counsel & Secretary | 2019–present | Oversees legal, governance, enterprise risk and ethics programs; supports capital markets and contracting |
| CoreCivic | SVP, General Counsel & Secretary | 2018–2019 | Transition to top legal role; stewardship of legal risk and governance |
| CoreCivic | Associate General Counsel | 2006–2018 | Led major legal matters; contracting and compliance support |
| CoreCivic | Director/Manager, Educational Services (Facility Support Center) | ~1996–2006 | Built rehabilitative education programming infrastructure |
| CoreCivic | Academic Instructor, Metro-Davidson County Detention Facility | 1992–1996 | Frontline education delivery and programming |
| CoreCivic Cares Fund | President | 2016–present | Oversees employee hardship assistance fund; internal philanthropic leadership |
External Roles
- No public-company directorships or external board committee roles disclosed for Carter in company filings; primary listed leadership outside legal remit is internal presidency of the CoreCivic Cares Fund .
Fixed Compensation
Carter’s individual pay is not disclosed (he is not an SEC “Named Executive Officer”); the program below applies to executive officers broadly.
| Element | Key Terms | 2024 Decisions/Notes |
|---|---|---|
| Base Salary | Fixed cash, reviewed annually | CEO +3%; other NEOs +3%; (program-level indication; Carter not disclosed) |
| Annual Cash Incentive | Formulaic plan based on Adjusted EBITDA + Short‑Term Goals; modified by Strategic Business Goals (SBGs) | Minimum/Target/Max schedules set; SBG modifier 0.8x–1.2x |
| Long‑Term Equity | RSUs: performance‑based (Normalized FFO with rTSR modifier) and time‑based (3‑year ratable vesting) | 2024 PBRSUs tied to annual FFO; rTSR vs Russell 2000; TBRSUs vest ratably over 3 years |
| Benefits & Perqs | Same core benefits as exempt employees; limited exec perqs | Plan‑level perqs described; amounts shown only for NEOs |
Performance Compensation
Company plan mechanics and 2024 outcomes (Carter’s specific payout not disclosed).
| Metric | Weighting/Structure | Target | Actual | Payout/Outcome |
|---|---|---|---|---|
| Adjusted EBITDA | Sliding % of base salary by EBITDA level (CEO 72.5–197.5%; others 58–158%) | $306.75M | $330.8M | CEO 184.0% of base salary; others 147.2% pre‑modifier |
| Short‑Term Goals (STGs) | CEO weights: STG‑1 5%, STG‑2 5%, STG‑3 5%, STG‑4 15%; others 4%,4%,4%,12% | 4 pass/fail goals | 0 achieved | 0% from STGs |
| Strategic Business Goals (SBGs) | Modifier 0.8x–1.2x depending on goals met | 4 goals | 3 achieved | 1.1x modifier applied |
| Final Annual Cash Incentive | — | — | — | CEO: 202.4% of base; other NEOs: 162.0% of base (Carter not disclosed) |
2024 PBRSU vesting calibration:
- Normalized FFO per share table (50–150% vesting) set at $1.38–$1.68; actual $1.70 → 150% achieved .
- rTSR (2022–2024) at 115.4% → 1.2x modifier; resulting 180% of original grant vesting for the tranche (PBRSUs) .
Equity Ownership & Alignment
- Stock ownership guidelines require each executive officer to own shares equal to 3x base salary divided by stock price at hire/promotion; five‑year compliance window (Carter-specific status not disclosed) .
- No hedging or pledging permitted for directors, executive officers, and employees; derisking behaviors (e.g., forward sales/derivatives) prohibited .
- Clawbacks: (i) Board Clawback Policy for fraud/illegal acts/intentional misconduct causing an adverse event; (ii) NYSE Recoupment Policy requires mandatory recovery of erroneously awarded incentive compensation upon restatements; Section 304 SOX reimbursement also applies to CEO/CFO for misconduct-related restatements .
Employment Terms
- Executive Severance and Change in Control Plan effective Jan 1, 2024 applies to each executive officer (including Carter); standardized terms replaced legacy individual agreements .
- Severance (non‑CIC): 1.0x current base salary for termination without “cause” or resignation for “good reason” .
- Change‑in‑Control: single‑trigger equity acceleration; double‑trigger cash severance of 2.99x base salary plus up to 12 months of benefits if terminated without cause or for good reason within 180 days post‑CIC .
- Restrictive covenants: executives signed a Confidentiality, Intellectual Property and Non‑Competition Restrictive Covenants Agreement (duration/scope not specified in filings) .
- Deferred compensation: executives may defer up to 50% of salary and 100% of cash bonus; company match up to 5% of total cash comp; plan assets subject to creditor claims (Rabbi Trust) .
Company Performance Reference (for incentive linkage)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (loss) ($ thousands) | $55,338 | $(51,896) | $122,320 | $67,590 | $68,868 |
| Funds From Operations per diluted share ($) | $1.62 | $0.17 | $1.33 | $1.44 | $1.50 |
| Normalized FFO per diluted share ($) | $2.25 | $1.85 | $1.39 | $1.47 | $1.70 |
Additional governance signals:
- Related party transactions: none requiring disclosure since beginning of last fiscal year .
- Say‑on‑Pay: 2024 shareholder approval 97.99% (strong support) .
Compensation Structure vs Performance Metrics
- Mix emphasizes at‑risk pay (performance-based RSUs and cash incentives) linked to Adjusted EBITDA, Normalized FFO, and market-relative TSR, with a human‑capital and dignity‑focused SBG modifier; design discourages excessive risk via RSUs (retain value in down markets) and ownership requirements .
- 2024 outcomes reflected strong operating/capital allocation execution (EBITDA above target; FFO above max threshold; rTSR top quartile), offset by failure to achieve Short‑Term Goals; SBG modifier partially offset STG shortfall .
Vesting Schedules and Potential Insider Selling Pressure
- Time‑based RSUs vest ratably over three years on the later of grant anniversary or audited financial statement delivery for the applicable year; performance‑based RSUs vest annually based on Normalized FFO plus rTSR modifier (unmet thresholds forfeit that year’s tranche) .
- Hedging and pledging prohibitions plus stock ownership guidelines reduce hedging/selling pressure misalignment risks; clawbacks add enforcement backstop .
Investment Implications
- Alignment: Carter’s incentive framework is materially tied to EBITDA/FFO and market TSR with strict clawback/anti‑hedging and meaningful stock ownership guidelines, indicating strong alignment with shareholders and reduced agency risk .
- Retention/transition: Standardized Severance Plan with 2.99x CIC multiple and non‑competition covenants provides retention and orderly transition economics; lack of individual gross‑ups is shareholder‑friendly .
- Data gaps: As Carter is not a Named Executive Officer, specific base salary, bonus, and grant amounts are not disclosed; monitoring future proxies or Form 4s will be needed to assess individual equity accumulation/sales and pay outcomes (company‑level outcomes provided herein) .