Lucibeth N. Mayberry
About Lucibeth N. Mayberry
Lucibeth N. Mayberry, age 53, is Executive Vice President and Chief Innovation Officer at CoreCivic (CXW), a role she has held since October 2022 after leading Real Estate and several development functions since 2003; she holds a B.A. (University of Tennessee), J.D. (Vanderbilt University), and LL.M. in Taxation (University of Florida) . In 2024, CXW delivered Adjusted EBITDA of $330.8 million, which drove a 162% of base salary cash incentive payout for Mayberry under the plan; CXW’s TSR ranked in the 90th, 96th, and 40th percentile of its peer group over 1-, 3-, and 5-year periods, respectively, with year-end stock price of $21.74 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CoreCivic | EVP & Chief Innovation Officer | 2022–present | Not disclosed |
| CoreCivic | EVP, Real Estate | 2015–2022 | Not disclosed |
| CoreCivic | SVP, Real Estate | 2013–2015 | Not disclosed |
| CoreCivic | VP, Deputy Chief Development Officer | 2008–2013 | Not disclosed |
| CoreCivic | VP, Research, Contract and Proposals | 2006–2008 | Not disclosed |
| CoreCivic | Sr. Director/Managing Director, State Partnership Relations | 2003–2006 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stokes, Bartholomew, Evans and Petree (law firm) | Senior Associate, Taxation & Estate Planning | Pre-2003 | Not disclosed |
Fixed Compensation
Multi-year NEO compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $503,899 | $526,936 | $542,752 |
| Restricted Stock Awards (grant-date fair value) | $999,996 | $1,080,011 | $1,079,997 |
| Non-Equity Incentive Plan Compensation (annual cash bonus) | $518,702 | $710,711 | $878,998 |
| Change in Nonqualified Deferred Comp Earnings | $11,662 | — | — |
| All Other Compensation (perqs, benefits) | $38,546 | $36,721 | $39,096 |
| Total Compensation | $2,072,805 | $2,354,379 | $2,540,843 |
2024 perquisite detail (USD):
- Company 401(k) match: $17,250; Life insurance: $3,708; Disability premiums: $13,638; Concierge physician benefit: $4,500 .
Target bonus levels and 2024 actuals:
- 2024 target bonus for other NEOs: 108% of base salary; actual payout: 162.0% of base salary (Strategic Business Goals modifier 1.1x applied) .
Performance Compensation
Cash incentive plan design and 2024 results:
| Component | Weighting/Structure | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | Percent-of-base salary schedule; NEOs reach 108% at target | $306.75m | $330.8m | 147.2% of base salary pre-modifier for NEOs | Cash paid after year-end |
| Short-Term Goals (4 pass/fail) | NEO weights: STG-1 4%, STG-2 4%, STG-3 4%, STG-4 12% of base salary | Achieve 1–4 STGs | 0 STGs achieved | 0% added (fail) | Included in annual bonus |
| Strategic Business Goals (modifier) | 0.8x–1.2x modifier table | 3 of 4 met → 1.1x | Achieved 3 goals | Final NEO payout = 162.0% of base salary (Mayberry) | Applied to cash incentive |
Long-term equity incentive structure (awarded 2/15/2024):
- Mix: 50% Performance-based RSUs (Normalized FFO per share with rTSR modifier), 50% Time-based RSUs, vest ratably over 3 years; vesting on later of grant anniversary or audited financial statement delivery for applicable year .
- rTSR modifier benchmarked to Russell 2000; may adjust vesting up/down per table; 2024 rTSR at 91st percentile generated a positive modifier (1.2x applied in the program context) .
2024 equity grants to Mayberry:
| Award Type | Grant Date | Target Shares | Threshold (50%) | Max (150%) | Vesting Schedule |
|---|---|---|---|---|---|
| Performance-based RSUs | 2/15/2024 | 32,143 | 16,072 | 48,215 | 1/3 annually, subject to annual Normalized FFO and rTSR modifier; vest on later of anniversary or audited financials |
| Time-based RSUs | 2/15/2024 | 37,921 | — | — | Equal amounts over 3 years; vest on later of anniversary or audited financials |
Stock vesting realized in 2024:
- Shares vested: 114,623; value realized: $1,634,524 .
Equity Ownership & Alignment
Ownership, guidelines, and outstanding awards:
| Item | Value |
|---|---|
| Beneficial ownership (3/21/2025) | 208,961 shares |
| Ownership as % of shares outstanding | ~0.19% (208,961 ÷ 109,318,283) |
| Shares required by ownership guidelines | 22,340 shares (3× salary ÷ price at promotion date) |
| Guideline compliance | Compliant; held 208,961 vs. 22,340 required |
| Hedging/Pledging policy | Prohibited for executives and directors |
| Options (exercisable/unexercisable) | No options disclosed; RSUs primary vehicle |
Unvested equity (12/31/2024) and market value at $21.74:
| Unearned RSUs Not Vested (#) | Market/Payout Value ($) |
|---|---|
| 44,261 | $962,234 |
| 72,632 | $1,579,020 |
| 78,635 | $1,709,525 |
Note: RSU vesting is tied to performance and/or time-based schedules and rTSR modifier; vesting occurs on later of grant anniversary or audited financial statement delivery for each applicable year .
Deferred compensation:
- Aggregate balance at 12/31/2024: $497,043; 2024 executive and company contributions: $0 each; 2024 earnings: $24,345 .
Employment Terms
Severance and change-of-control economics (as of 12/31/2024; USD):
| Scenario | Accelerated RSU Vesting | Cash Severance | Insurance Benefits | Total |
|---|---|---|---|---|
| Change in Control (only) | $4,250,779 | — | — | $4,250,779 |
| Qualifying Termination upon CIC | $4,250,779 | $1,648,716 (2.99× base salary) | $39,099 | $5,938,594 |
| Involuntary Termination (without cause) | — | $551,410 (1.0× base salary) | — | $551,410 |
| Death or Disability | $4,250,779 | — | $1,500,000 | $5,750,779 |
Structural features and policies:
- Equity acceleration: Single-trigger RSU acceleration on change in control (whether or not employment is terminated), and upon death/disability .
- Cash severance: Double-trigger multiple of 2.99× base salary upon qualifying termination in connection with change in control; 1.0× base salary for involuntary termination without cause .
- Clawback policies: Board-adopted recoupment policy (Dec 2022) for fraud/illegal act/intentional misconduct causing adverse events; NYSE-compliant executive compensation recoupment policy (2023) mandates recovery of erroneously awarded incentive compensation upon accounting restatement; plan awards subject to applicable clawback rules including Sarbanes-Oxley Section 304 .
- Insider trading policy: Filed as Exhibit 19 to 2024 Form 10-K; hedging and pledging prohibited .
Investment Implications
- Pay-for-performance alignment: Mayberry’s cash incentive is tightly linked to Adjusted EBITDA, short-term breakthrough goals, and strategic business outcomes; 2024 performance (Adjusted EBITDA above target, 3 of 4 strategic goals achieved) produced a 162% of base salary payout, signaling strong alignment to operating earnings and strategic execution .
- Equity-heavy, retention-oriented design: 50/50 mix of performance-based and time-based RSUs with annual Normalized FFO targets and rTSR modifier ties value to both fundamentals and market-relative returns; multi-year vesting supports retention and reduces near-term selling pressure, though annual vest tranches (114,623 shares vested in 2024) can create periodic liquidity needs (e.g., tax withholding) .
- Ownership and governance safeguards: Significant personal ownership relative to guideline requirement (208,961 vs. 22,340 required) and prohibitions on hedging/pledging mitigate misalignment risks; robust clawback frameworks reduce adverse-event moral hazard .
- Change-of-control dynamics: Single-trigger RSU acceleration is shareholder-sensitive; combined with a 2.99× base salary cash severance on double trigger, this structure could elevate potential transaction costs but also provides retention certainty in strategic events .