David M. Garfinkle
About David M. Garfinkle
CoreCivic’s Executive Vice President and Chief Financial Officer since May 1, 2014 (age 57). Previously VP Finance & Controller at CoreCivic (2001–2014), VP & Controller at Bradley Real Estate (1996–2001), and Senior Manager at KPMG. CPA; BBA from St. Bonaventure University. External roles include director and audit chair at Mobile Infrastructure Corporation and board/executive committee member at Junior Achievement of Middle Tennessee . Company performance context: 2024 Adjusted EBITDA was $330.8 million ; year-end 2024 stock price was $21.74 ; TSR was 50% (1-yr), 118% (3-yr), 33% (5-yr), ranking at the 90th, 96th, and 40th percentiles vs peer group, respectively . Normalized FFO/share used in LTI awards was $1.70 for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CoreCivic (formerly Corrections Corporation of America) | EVP & CFO | 2014–present | Leads capital allocation, financing, and investor relations; stewarded multiple refinancings and buybacks in 2023–2024 . |
| CoreCivic | VP Finance & Controller | 2001–2014 | Led controllership and finance operations during growth and REIT era . |
| Bradley Real Estate, Inc. (public REIT) | VP & Controller | 1996–2001 | Public REIT finance and reporting leadership . |
| KPMG Peat Marwick, LLP | Senior Manager | Pre-1996 | Audit/assurance leadership; public company reporting expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mobile Infrastructure Corporation (public) | Director; Audit Committee Chair | Current | Internally managed parking infrastructure company . |
| Junior Achievement of Middle Tennessee | Board Member; Executive Committee Member | Current | Former chair of the finance committee . |
Fixed Compensation
Multi-year compensation (as reported in Summary Compensation Table):
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 534,737 | 559,185 | 575,967 |
| Restricted Stock Awards (Grant Date FV) | 999,996 | 1,104,994 | 1,105,000 |
| Non-Equity Incentive Plan Compensation (Annual Bonus) | 550,446 | 754,207 | 932,789 |
| Change in Nonqualified Deferred Comp Earnings | 13,106 | — | — |
| All Other Compensation | 37,841 | 76,587 | 94,323 |
| Total | 2,136,126 | 2,494,973 | 2,708,079 |
2024 annual cash incentive details:
| Item | Value |
|---|---|
| 2024 base salary | 575,967 |
| Target bonus (% of base) | 108% (Other NEO target) |
| Target bonus ($) | 622,044 |
| Actual payout (% of base) | 162.0% |
| Actual bonus paid ($) | 932,789 |
2024 “All Other Compensation” (components):
| Component | 2024 ($) |
|---|---|
| Company 401(k) match | 17,250 |
| Company match to Deferred Compensation Plan (DCP) | 49,259 |
| Employer-paid life insurance premiums | 6,077 |
| Employer-paid disability premiums | 17,237 |
| Concierge physician service (optional) | 4,500 |
Performance Compensation
Annual Cash Incentive Plan (2024 mechanics and outcomes):
| Metric | Target/Mechanics | Actual | Payout effect |
|---|---|---|---|
| Adjusted EBITDA | Sliding scale; target 306.75m; Other NEO target 108% of base at target | $330.8m | Other NEO 147.2% before modifier |
| Short-Term Goals (4 STGs) | Each adds fixed % if achieved | 0 achieved | 0% increment |
| Strategic Business Goals (4 SBGs) | Modifier: 0.8x–1.2x | 3 of 4 achieved → 1.1x | Final payout 162.0% of base |
Long-Term Equity Incentive (2024 grant to Garfinkle):
| Instrument | Quantity | Grant date FV ($) | Vesting | Performance metrics |
|---|---|---|---|---|
| Performance-based RSUs | 32,887 | 552,502 (portion of total) | 1/3 annually, subject to annual Normalized FFO and rTSR modifier | Normalized FFO (annual); rTSR vs Russell 2000 |
| Time-based RSUs | 38,799 | 552,498 (portion of total) | 1/3 annually; later of anniversary or audited FS delivery | Time-based only |
| Total 2024 equity grant FV | — | 1,105,000 | — | — |
2024 LTI performance result context: “Normalized FFO exceeded target” and rTSR at the 91st percentile produced a 1.2x rTSR modifier (applied to PBRSU vesting) .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Item | Detail |
|---|---|
| Shares beneficially owned (3/21/2025) | 260,945 |
| Shares acquirable within 60 days | — (none listed) |
| Percent of common stock | <1% (designated “*”) |
| Executive ownership guideline | 3x base salary (measured at promotion; 5 years to comply) |
| Required shares (guideline) | 32,777 |
| Shares held (for guideline) | 260,945 (compliant; deadline 5/1/2019) |
| Hedging/pledging | Prohibited; no executive engaged in such transactions |
Outstanding unvested equity at 12/31/2024 (market value using $21.74):
| Equity Incentive Plan Awards (Unearned Shares) | Market/Payout Value ($) |
|---|---|
| 44,261 | 962,234 |
| 74,312 | 1,615,543 |
| 80,455 | 1,749,092 |
Vesting mechanics that may influence supply:
- Time-based RSUs vest ratably over 3 years, with vesting on the later of the grant anniversary or audited financial statement delivery for the applicable fiscal year .
- Performance-based RSUs vest in three annual tranches based on annual Normalized FFO with an rTSR modifier; failure to hit minimum thresholds forfeits that year’s tranche .
Employment Terms
Executive Severance & Change-in-Control (CIC) framework:
- Executive Severance and CIC Plan (effective 1/1/2024) provides 1x base salary for involuntary termination without cause/for good reason; 2.99x base salary lump sum if terminated without cause/for good reason within 180 days following a CIC, plus up to 12 months of benefit premiums; conditioned on release .
- Equity awards: full acceleration upon a CIC (single-trigger) and upon death/disability .
- Clawbacks: Board-adopted misconduct recoupment policy (2022) and NYSE restatement recoupment policy (2023); SOX 304 applies to CEO/CFO .
Potential payments for Garfinkle (assuming event effective 12/31/2024):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Insurance/Other ($) | Total ($) |
|---|---|---|---|---|
| CIC only (no termination) | — | 4,326,869 | — | 4,326,869 |
| Qualifying termination upon CIC | 1,749,599 | 4,326,869 | 44,412 | 6,120,880 |
| Involuntary termination (no CIC) | 585,150 | — | — | 585,150 |
| Death or Disability | — | 4,326,869 | 1,500,000 (life insurance) | 5,826,869 |
Deferred Compensation (Executive DCP) participation (2024):
| Item | Amount ($) |
|---|---|
| Executive contributions | 66,509 |
| Company contributions | 49,259 |
| Aggregate year-end balance | 677,819 |
Defined benefit pension: None; NEOs do not participate in a defined benefit or actuarial pension plan .
Performance & Track Record
- Capital allocation: In 2024 CoreCivic issued $500.0m of 8.25% senior notes due 2029 and redeemed remaining 8.25% notes due 2026; repurchased 4.4m shares for $68.5m at $15.43 average .
- Operating/financial: 2024 Adjusted EBITDA was $330.8m; STGs were not achieved, but three of four strategic goals were, producing a 1.1x cash-bonus modifier .
- Shareholder returns: 2024 TSR 50% (90th percentile); 3-year TSR 118% (96th percentile); 5-year TSR 33% (40th percentile). Year-end 2024 price: $21.74 .
Investment Implications
- Alignment: High ownership vs guideline (required 32,777 vs held 260,945 shares) and prohibition on hedging/pledging align incentives with shareholders; bonus plan tied to Adjusted EBITDA with a strategic goals modifier; LTI driven by annual Normalized FFO and rTSR .
- Retention and supply overhang: Multiple unvested RSU tranches and ongoing annual vesting could create periodic selling pressure as awards settle; vesting structured over three years and subject to audited financial statement timing .
- Change-in-control economics: Double-trigger cash at 2.99x base (competitive but rich) plus single-trigger equity acceleration under a CIC increases deal-related cost and could influence negotiation dynamics; however, broad clawback policies mitigate misconduct risk .
- Pay-for-performance: 2024 payout at 162% of base reflects strong Adjusted EBITDA and strategic progress despite missing STGs; LTI outperformance via rTSR (91st percentile) reinforced realized equity value .
- Execution risk: Business is sensitive to contract wins/renewals and labor dynamics; 2024 missed STGs underscore operational hurdles, but financing and buybacks supported TSR and FFO/EBITDA trajectories .