Mark A. Emkes
About Mark A. Emkes
Independent Chair of CoreCivic’s Board since 2014; age 72. Former CEO/Chair of Bridgestone Americas and Tennessee Commissioner of Finance & Administration, with deep operating, finance, and public-sector experience. Education: BA Economics (DePauw University) and MBA (Thunderbird School of Global Management) . He currently presides over Board and shareholder meetings, chairs executive sessions, and is deemed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgestone Americas, Inc./Bridgestone Americas Holdings, Inc. | CEO and Chair; President (Americas Inc.) | CEO/Chair for >5 years until 2010; President Jan 2009–2010 | Led global manufacturing operations; corporate finance and business development expertise |
| Bridgestone Corporation | Director | 2004–2010 | Governance oversight at global manufacturer |
| State of Tennessee | Commissioner of Finance & Administration | 2011–2013 | State budgeting and fiscal management leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greif, Inc. (public) | Director; Chair, Compensation Committee | Current | Oversees executive pay and governance at industrial packaging company |
| First Horizon National Corporation (public) | Former Director; Chair, Audit Committee | Prior service | Financial reporting and audit oversight in regional banking |
| Community/Non-profit roles | Various board/advisory positions | Prior/current | Middle Tennessee Boy Scouts (President), Community Foundation, Habitat for Humanity (Advisory) |
Board Governance
- Role and leadership: Independent Chair; Executive Session Chair; presides over board/shareholder meetings per bylaws .
- Committee memberships: Compensation Committee member; Nominating & Governance Committee member; Executive Committee Chair .
- Independence: Board determined all non-CEO directors, including Emkes, are independent under NYSE standards .
- Board structure and sessions: CEO and Chair roles separated since 2009; independent directors hold periodic executive sessions chaired by Emkes .
- Attendance: In 2024, Board met 8 times; independent directors held 9 executive sessions; average attendance ~98%, all directors ≥82%, and all directors attended the 2024 annual meeting .
- Overboarding policy: Audit committee members limited to ≤2 other public company audit committees; broader board service evaluated case-by-case for time/fit .
Fixed Compensation
| Component | 2024 Amounts | 2025 Changes | Notes |
|---|---|---|---|
| Independent Board Chair retainer (cash) | $100,000 | $120,000 | Emkes elected to receive 50% ($50,004) of chair retainer in RSUs (3,356 RSUs) |
| Non-Chair Director retainer (cash) | $80,000 | $90,000 | Applies to non-chair directors |
| Committee chair/member retainers (Audit/Comp/NomGov/Risk) | Chair: $15k–$25k; Member: $7.5k–$10k | No change | Emkes chairs Executive Committee (no separate retainer disclosed); serves on Comp and NomGov |
| Unscheduled meeting fee | $1,000 per meeting | $1,000 | Applies to board and committee |
| Annual director RSU grant | ~$135,000 grant-date value in 2024 (9,247 RSUs typical) | Increased to ~$155,000 in 2025 | Emkes: 9,247 RSUs + 3,356 RSUs from retainer election |
| Emkes 2024 total cash fees | $151,500 | — | Includes board/committee retainers and fees |
| Emkes 2024 stock awards (RSUs) | $185,010 | — | Includes standard grant and elected RSUs from chair retainer |
| Emkes 2024 total director compensation | $336,510 | — | Aggregate cash + equity |
Performance Compensation
Directors do not receive performance-based pay. As Compensation Committee member, Emkes oversees company-wide pay-for-performance mechanisms for executives:
| Incentive Element | 2024 Metrics | Targets/Actual | Payout Impact |
|---|---|---|---|
| Annual Cash Incentive (Executives) | Adjusted EBITDA | Target schedule set from $276.1M (min) to $337.4M (max); Actual $330.8M | CEO payout base at 184.0% of salary; other NEOs 147.2% before modifier |
| Annual Cash Incentive (Executives) | Short-Term Goals (STG-1 to STG-4) | Four pass/fail goals; Company failed all in 2024 | STG component = 0% |
| Strategic Business Goals Modifier | Org & Culture; Human Rights; Reentry/Human Dignity; Frontline Vacancies | Achieved 3 of 4 → 1.1x modifier | CEO final payout 202.4%; other NEOs 162.0% of salary |
| Long-Term Equity (Executives) | Performance RSUs | 2024 Normalized FFO per diluted share actual $1.70; FFO table | FFO achieved 150% vesting; rTSR (2022–2024) 75th+ percentile → 1.2x; net vesting = 180% of grant |
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Interlock Risk to CXW |
|---|---|---|---|
| Greif, Inc. (NYSE:GEF) | Industrial packaging | Director; Chair Compensation | No related-party transactions disclosed by CXW; no supplier/customer ties disclosed |
| First Horizon National Corp. | Banking | Former Director; Audit Chair | Prior service; no current interlock; no related-party disclosures |
Expertise & Qualifications
- Operating CEO experience, corporate finance, business development, and international manufacturing leadership from Bridgestone .
- Public-sector budgeting and administration (Tennessee Commissioner of Finance & Administration) .
- Governance and audit/compensation oversight at public companies (Greif, First Horizon) .
- Civic leadership and community involvement (Boy Scouts, Community Foundation, Habitat for Humanity) .
- Education: BA Economics (DePauw); MBA (Thunderbird) .
Equity Ownership
| Item | Details |
|---|---|
| Shares beneficially owned | 145,908 shares; plus 3,356 acquirable RSUs within 60 days; total 149,264; <1% of outstanding |
| RSUs outstanding (unvested) | 12,603 RSUs as of 12/31/2024 |
| Director stock ownership guideline | Required to own fixed number equal to 4× base board retainer divided by stock price; Emkes requirement: 6,050 shares; he holds 145,908; compliance achieved (8/14/2019) |
| Hedging/pledging policy | Prohibited for directors; no hedging or pledging permitted |
| Related-party transactions | None requiring disclosure since start of last fiscal year |
Governance Assessment
- Board effectiveness: Emkes provides seasoned operating and public finance leadership as independent Chair with strong committee roles (Compensation; Nominating & Governance; Executive Chair). Executive sessions chaired by Emkes enhance independent oversight .
- Independence and engagement: Board deems him independent; board-level attendance and meeting cadence were strong in 2024; separation of Chair/CEO supports governance balance .
- Pay oversight and alignment: Director pay structure combines cash retainers with RSUs; Emkes elected part of chair retainer in RSUs, increasing alignment. Company’s executive incentives are quantitatively rigorous (Adjusted EBITDA, STGs, strategic modifiers; FFO and rTSR for RSUs) and supported by high say-on-pay approval (97.99%) .
- Ownership alignment: Exceeds stock ownership guideline by a wide margin; hedging/pledging prohibited; clawback policy covers directors, reinforcing accountability .
- Conflicts and red flags: No related-party transactions disclosed; no hedging/pledging; audit committee overboarding limits in place. RED FLAGS: none disclosed specific to Emkes; Section 16 filings were timely for Emkes (late filings noted for other directors) .
Overall signal: Strong independence and alignment, robust executive pay governance under Emkes’ committee roles, and absence of related-party or hedging/pledging issues support investor confidence in board oversight at CXW .