Devin I. Murphy

About Devin I. Murphy

Devin I. Murphy, age 65, is an independent director of CoreCivic (CXW) since November 2018. He chairs the Nominating & Governance Committee and serves on the Audit and Risk Committees; the Board has designated him an “audit committee financial expert.” He brings >30 years of real estate capital markets and executive leadership experience, including as President and CFO of Phillips Edison & Company and senior investment banking roles at Morgan Stanley and Deutsche Bank; he holds a BA from the College of William & Mary and an MBA from the University of Michigan .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than the CEO are independent; all Audit, Risk, Compensation, and Nominating & Governance committees are fully independent. Murphy is thus independent and serves on independent-only committees .
• Committee assignments (2024 meeting cadence shown): Murphy chairs Nominating & Governance (5 meetings) and is a member of Audit (5) and Risk (4) .
• Audit expertise: The Board designated Murphy an “audit committee financial expert” under Item 407(d) of Reg S‑K .
• Attendance and engagement: In 2024 the Board met 8 times; independent directors held 9 executive sessions. Average attendance was ~98%, and each director attended at least 82% of applicable meetings .
• Board leadership/limits: Independent Board Chair structure in place; Audit Committee members may not serve on >2 other public company audit committees without Board approval; the Nominating & Governance Committee monitors potential “overboarding” and director commitments .

Committee Roster Snapshot (2024)

Fixed Compensation

• Non‑employee director cash retainers and fees: | Retainers and Fees | 2024 Amounts ($) | 2025 Amounts ($) | |---|---:|---:| | Independent Board Chair retainer | 100,000 | 120,000 | | Non‑Chair Board retainer | 80,000 | 90,000 | | Board and committee unscheduled meeting fee | 1,000 | 1,000 | | Audit Committee chair/member | 25,000 / 10,000 | 25,000 / 10,000 | | Compensation Committee chair/member | 20,000 / 10,000 | 20,000 / 10,000 | | Nominating & Governance chair/member | 15,000 / 7,500 | 15,000 / 7,500 | | Risk Committee chair/member | 20,000 / 10,000 | 20,000 / 10,000 |

• 2024 compensation actually paid to Murphy: | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Devin I. Murphy | 116,198 | 135,006 | 251,204 |

Notes: Directors can elect to receive retainers in RSUs and may defer fees under the Non‑Employee Directors’ Deferred Compensation Plan .

Performance Compensation

• Annual equity: Non‑employee directors received RSUs with grant-date fair value ≈$135,000 in 2024; increased to ≈$155,000 for 2025. RSUs vest on the one‑year anniversary of the grant date (subject to award agreement exceptions) .
• 2024 grant details: On February 16, 2024, each continuing non‑employee director received 9,247 RSUs (grant-date price $14.60). New directors elected May 16, 2024 received 8,190 RSUs (price $15.11). Director RSUs carry dividend equivalents payable in cash upon vesting .
• Unvested at year‑end: Murphy had 9,247 unvested RSUs outstanding as of December 31, 2024 .

No director performance-conditioned metrics (e.g., TSR, EBITDA) are used for director equity; awards are time-based RSUs .

Other Directorships & Interlocks

• Current public boards: Phillips Edison & Company (since July 2024); Macerich (ongoing) .
• Prior public boards: Apartment Income REIT (Chairman) until sale to Blackstone in June 2024 .
• Additional roles: Senior Advisor to Fifth Wall (real estate-focused VC) .
• Governance controls on potential interlocks/conflicts: Related Party Transaction Policy requires Audit Committee review/approval of any interested transactions; none requiring disclosure since the beginning of the last fiscal year .

Expertise & Qualifications

• Domain expertise: Real estate investment banking, capital markets, corporate finance, M&A; former public company President and CFO .
• Financial expertise: Designated “audit committee financial expert” .
• Education: BA (English & History) with Honors, College of William & Mary; MBA, University of Michigan .

Equity Ownership

Policies enhancing alignment:

• No hedging or pledging permitted for directors/officers/employees .
• Director stock ownership guidelines require significant holdings; Murphy is compliant and exceeds requirement .

Governance Assessment

Strengths

• Independent director; chairs Nominating & Governance; serves on Audit and Risk; designated audit committee financial expert—strong fit for oversight of financial reporting, governance, and ERM/ESG reporting .
• High engagement indicators: Board averaged ~98% attendance; independent directors held 9 executive sessions; committees met regularly (Audit 5, N&G 5, Risk 4) in 2024 .
• Ownership alignment: Exceeds director ownership guideline (55,475 vs 14,685 required); hedging/pledging prohibited .
• Transparent, formulaic director pay with balanced cash/equity; 2025 adjustments informed by peer review and independent consultant input .

Watch items / potential risks

• Board service breadth: Murphy serves on multiple outside public boards (Phillips Edison & Company; Macerich). Board states it monitors director commitments and overboarding risk and has limits for Audit Committee cross‑service; no specific concerns disclosed, but time demands merit continued monitoring by investors .
• Pay inflation risk: Non‑chair board retainer increased to $90,000 (from $80,000) and director RSU grant to ~$155,000 (from ~$135,000) effective 2025; justified by peer data but increases should be observed versus performance and workload .

Additional governance signals

• Related-party transactions: None requiring disclosure since the beginning of the last fiscal year—reduces conflict risk .
• Clawbacks: Director‑inclusive clawback policy (Dec 2022) allows recoupment/cancellation of incentive awards in specified misconduct scenarios; NYSE-compliant executive recoupment policy (2023) also in force .
• Say‑on‑Pay support: 97.99% approval at 2024 annual meeting indicates broad investor support for compensation practices and governance approach .

Appendix: Key Biography Excerpts (for reference)

• “Mr. Murphy, age 65, has served as a director since November 2018… serves on our Audit and Risk Committees as well as our Nominating and Governance Committee, on which he serves as Chair… director of Phillips Edison & Company since July 2024… director of Macerich… Senior Advisor to Fifth Wall… 27 years as an investment banker… Global Head of Real Estate Investment Banking at Deutsche Bank… vice chairman and leadership roles at Morgan Stanley… Chairman of Apartment Income REIT until sale to Blackstone in June 2024… BA, William & Mary; MBA, University of Michigan.”