John R. Prann, Jr.
About John R. Prann, Jr.
Independent director of CoreCivic (CXW) since 2000; age 74. He is Chair of the Audit Committee and a member of the Compensation Committee, and the Board has designated him an “audit committee financial expert.” He has been retired since 2016; prior roles include President/CEO/COO of Katy Industries, Senior Advisor to The Pritzker Group, Chair of a private motorsports company, CEO of CRL, Inc., and partner at Deloitte & Touche. The Board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katy Industries, Inc. (public) | President, CEO, COO | 1993–2001 | Led a public manufacturer/distributor; adds operating and public company oversight experience |
| The Pritzker Group (private capital) | Senior Advisor | 2012–2014 | Private capital/asset management perspective |
| Private motorsports business | Chair of Board | 2009–2016 | Board leadership of a private company |
| CRL, Inc. (holding co.) | President & CEO | n/a disclosed | Diversified holding company leadership |
| Deloitte & Touche | Partner | n/a disclosed | Deep accounting/audit expertise |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| CPAC, Inc. (public) | Director | Prior (not current) |
| Dynojet Research, Inc. | Director | Prior (not current) |
| Current public company boards | — | None disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE standards; only CEO is not independent |
| Committees | Audit (Chair); Compensation (member) |
| Audit “financial expert” | Identified as audit committee financial expert (Item 407(d) Reg S‑K) |
| 2024 meeting cadence | Board met 8x; independent directors held 9 executive sessions; committee meetings in 2024: Audit 5; Compensation 4 |
| Attendance | Average Board/committee attendance ~98%; each director ≥82%; all directors attended the 2024 annual meeting |
| Leadership structure | Independent Chair (Mark Emkes); separate CEO and Chair; no Lead Independent Director |
| Audit pre-approval | Audit Committee (Chair, J.R. Prann) has delegated authority to pre-approve audit/non‑audit services between meetings |
| Overboarding limits | Audit members may not serve on >2 other public company audit committees without Board approval |
| Related-party transactions | None requiring disclosure since start of last fiscal year |
| Hedging/pledging | Prohibited; none of directors/executives engaged in such transactions |
| Clawback policy | Board‑adopted recoupment policy applies to directors for fraud/illegal act/misconduct causing an “Adverse Event” |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $118,000 | Per Director Compensation Table |
| Equity (2024) | $135,006 | Annual RSU grant; generally 9,247 RSUs at $14.60 grant-date price for non-employee directors |
| Total (2024) | $253,006 | Cash + equity |
| Standard retainers (2024 plan) | Board retainer $80,000; Audit Chair retainer $25,000; Compensation member retainer $10,000; unscheduled meeting fee $1,000 | Director compensation plan |
| 2025 changes (structure) | Board retainer to $90,000; Independent Chair retainer to $120,000; annual director RSU target to ~$155,000 | Effective Jan 1, 2025 |
Performance Compensation (Director Equity Grant Detail)
| Grant date | RSUs | Grant-date fair value | Vesting |
|---|---|---|---|
| Feb 16, 2024 | 9,247 (for each non-employee director) | $135,006 (at $14.60 per share) | Cliff vest on 1‑year anniversary; cash dividend equivalents only upon vesting |
Other Directorships & Interlocks
- Compensation Committee interlocks: none disclosed; members (including J.R. Prann) are independent and qualify as Rule 16b‑3 “non‑employee directors.”
- Shared directorships with customers/suppliers/competitors: none disclosed.
Expertise & Qualifications
- Accounting/audit and financial leadership (Deloitte partner; public company CEO/COO); designated audit committee financial expert.
- Governance: long Board tenure; Audit Chair; delegated audit pre-approval authority.
- Education: B.S. Biology (UC Riverside); MBA (University of Chicago).
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 100,298 |
| Ownership % of outstanding | <1% (less than 1%) |
| Director ownership guideline (required shares) | 9,105 shares |
| Shares held for guideline testing | 100,298 shares (meets/exceeds; compliance date Mar 1, 2012) |
| Hedging/pledging status | Prohibited; none engaged |
Governance Assessment
- Strengths: Independent Audit Chair with audit “financial expert” credential; robust pre-approval and oversight of auditor independence; prohibition on hedging/pledging; director ownership guidelines met at >10x required shares; no related-party transactions; strong meeting attendance and executive session cadence. These factors support investor confidence in financial reporting oversight and alignment.
- Compensation alignment: Director pay mixes cash retainers with time‑based RSUs, aligning with shareholders without introducing performance metric gaming at the board level; structure refreshed upward modestly for 2025 consistent with peer data.
- Shareholder responsiveness: Say‑on‑pay support was 97.99% in 2024, indicating broad investor approval of compensation governance; committee utilizes independent consultant (Exequity).
- Watch items: Very long tenure (director since 2000) can raise independence perception concerns for some investors despite NYSE independence; ongoing board refresh is occurring (five independent directors joined in 2024–2025), which helps mitigate tenure concentration.
No insider trading table is included because the proxy does not summarize individual Form 4 activity; Section 16(a) notes list only two late Form 3s for other directors, not for Mr. Prann.
No conflicts or related‑party transactions associated with Mr. Prann were disclosed.