Harley G. Lappin
About Harley G. Lappin
Harley G. Lappin, age 69, has served on CoreCivic’s Board since 2018; he is a former Executive Vice President and Chief Corrections Officer at CoreCivic and previously served as Director of the Federal Bureau of Prisons (BOP). He holds a bachelor’s degree from Indiana University and a master’s degree in criminal justice from Kent State University . In 2024 he was classified as not independent due to prior employment with CoreCivic through February 2022 , but in 2025 the Board determined all directors other than the CEO are independent, making Lappin independent as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreCivic | Executive Vice President & Chief Corrections Officer | 2011–Jan 1, 2018 | Led corrections operations; extensive knowledge of company facilities, customers, and personnel |
| CoreCivic | Special Operations Advisor to Leadership | Jan 2018–Feb 2022 | Advisory capacity post-retirement from COO role |
| Federal Bureau of Prisons (BOP) | Director | 2003–2011 | Oversaw 116 federal prisons, 14 large private contract facilities, ~250 community corrections contracts; 215,000 offenders; 38,000 employees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Correctional Association (ACA) | Chair, Standards Committee | Not stated | Human rights standards, policy direction in corrections |
| National Institute of Corrections | Board Member | Not stated | National corrections oversight and best practices |
| Federal Prison Industry Board | Board Member | Not stated | Policy and industry oversight |
| Association of State Correctional Administrators (ASCA) | Chair, Prison Industry Committee | Not stated | Corrections industry policy; Wainwright Award recipient (2015) |
Board Governance
- Independence: Not independent in 2024 due to employment through Feb 2022 ; independent in 2025 per Board determination (only CEO not independent) .
- Committee assignments: Lappin is not listed on Audit, Compensation, Nominating & Governance, Risk, or Executive Committees in 2023/2024/2025 .
- Attendance and engagement: In 2023, Board met 5 times; average attendance ~97%; each director attended ≥80% of meetings; all directors attended the 2023 annual meeting . In 2024, Board met 8 times; independent directors held 9 executive sessions; average attendance ~98%; each director attended ≥82%; all directors attended the 2024 annual meeting .
- Leadership structure: Separate Chair (Mark Emkes) and CEO (Damon Hininger); no Lead Independent Director while roles are separated .
- Director service limits: Audit Committee members may serve on ≤2 other public company audit committees without Board approval; broader board service considered under conflicts policy .
- Clawback and ethics: Clawback policy applies to directors (recoupment for fraud/illegal acts causing adverse events) ; Executive recoupment policy under NYSE rules adopted (restatement-triggered recovery) ; Code of Ethics oversight by Nominating & Governance and Risk Committees .
- Related-party transactions: None requiring disclosure since beginning of last fiscal year; Audit Committee administers related-party policy .
- Hedging/pledging: Prohibited for directors; none engaged in such transactions .
Fixed Compensation
| Component | 2024 Amounts | Notes |
|---|---|---|
| Board Cash Fees | $83,000 | Includes $80,000 non-chair board retainer and any unscheduled meeting fees ($1,000 per meeting) |
| Equity Grant (RSUs) | $135,006 grant-date fair value | 9,247 RSUs granted Feb 16, 2024 (closing price $14.60); time-based vesting after one year; dividend equivalents paid in cash only if vesting occurs |
| 2025 Policy Changes | Non-chair board retainer increased to $90,000; chair retainer to $120,000; annual director RSU grant increased to ~$155,000 (grant-date fair value) | Meeting and committee retainers unchanged from schedule |
Performance Compensation
Directors receive time-based RSUs; no director-specific performance metrics (e.g., revenue or TSR) apply to director equity. Grant details for 2024:
| Grant Date | RSUs | Fair Value per Share | Vesting | Total Fair Value |
|---|---|---|---|---|
| Feb 16, 2024 | 9,247 | $14.60 | Vests on first anniversary; dividend equivalents payable only upon vesting | $135,006 |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Lappin in the proxy .
- Shared directorships with CoreCivic’s customers/suppliers: None disclosed .
- Non-profit/industry roles: ACA, NIC, Federal Prison Industry Board, ASCA (see External Roles section) .
Expertise & Qualifications
- Corrections leadership and operations; human rights in detention, labor management, NGO engagement .
- Awards: ACA E.R. Cass Award (2010); ASCA Louie L. Wainwright Award (2015); BOP Excellence in Prison Management (2000); Attorney General’s Award for Excellence in Management (2001); Presidential Rank Award of Meritorious Executive (2004) .
- Education: BA (Indiana University); MS in Criminal Justice (Kent State University) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Mar 21, 2025) | 58,911 shares; <1% of outstanding |
| Director Stock Ownership Guideline Requirement | 14,222 shares required |
| Shares Held (for guideline) | 58,911; compliance achieved (deadline 1/1/2023) |
| Hedging/Pledging | Prohibited by policy; none engaged |
Governance Assessment
- Strengths: Deep domain expertise in corrections and human rights; strong ownership alignment (4x+ required shares); independent status restored in 2025; high overall Board attendance and active executive sessions signal engagement; robust ethics, clawback, and anti-hedging policies reduce governance risk .
- Neutral/Watch: No current committee assignments may limit direct influence on audit/compensation/risk oversight; assess periodic committee rotation for engagement breadth .
- Conflicts/Related-party: None disclosed; related-party oversight formalized under Audit Committee policy .
- Investor signals: Say-on-pay support was 97.99% in 2024, indicating broad shareholder confidence in compensation governance (context for overall Board oversight, not director-specific) . Director RSU grant increased in 2025, consistent with market benchmarking; monitor pay-for-time structure vs. evolving expectations for director performance accountability .