Nina A. Tran
About Nina A. Tran
Independent director of CoreCivic (CXW) since March 17, 2025; age 56. Tran is a seasoned finance and real estate executive (former CFO at Pacaso, Veritas Investments, and Starwood Waypoint Residential Trust) with 18 years at Prologis in senior accounting and process roles, including leading the AMB–Prologis merger integration; she holds a B.S. in Accounting from California State University East Bay . The Board determined she is independent under NYSE rules; her appointment expanded the Board and her committee assignments will be made later .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacaso | Chief Financial Officer | Mar 2021 – Dec 2022 | Finance leadership at proptech company . |
| Veritas Investments | Chief Financial Officer | 2016 – 2021 | CFO of mixed‑use real estate owner/manager . |
| Starwood Waypoint Residential Trust | Chief Financial Officer | 2013 – 2016 | CFO of publicly traded SFR REIT . |
| Prologis (incl. AMB–Prologis integration) | SVP & Chief Accounting Officer; Chief Global Process Officer | ~1995 – 2013 (18 years) | Led global process and merger integration initiatives . |
| PricewaterhouseCoopers | Senior Associate | Prior to Prologis | Public accounting experience . |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| American Assets Trust (public REIT) | Director | Audit; Corporate Governance & Nominations committees . |
| Compass Datacenters (private) | Director | Audit Committee Chair . |
| Catalyst Impact Fund | Director | Audit Committee Chair . |
| Roofstock, Inc. | Advisor | Advisor to single‑family rental proptech platform . |
| Apartment Income REIT (AIRC) | Former Director (2016–2024) | Audit Committee Chair; company taken private in 2024 . |
Board Governance
- Independence and election: CXW’s Board determined all nominees except the CEO are independent; Tran appointed as an independent director effective March 17, 2025, with committee assignments to follow .
- Board refresh and diversity: Board added five independent directors during 2024–2025, including Tran; the Nominating & Governance Committee used a search firm and emphasized skills and diversity .
- Attendance context (Board-level): In 2024, the Board met 8 times; average director attendance was ~98% and each director attended ≥82% of applicable meetings; 12 independent‑director executive sessions were held (combined pre/post meeting count) .
- Director election outcome (2025): Tran received 82,902,699 “For”, 71,397 “Against”, 61,309 “Abstain”, with 9,246,456 broker non‑votes; all nominees elected .
- Policies promoting alignment and integrity: No hedging or pledging of company stock by directors; Board‑adopted clawback policy for directors, officers, and employees (recoupment for fraud/illegal act/intentional misconduct causing an “Adverse Event”) .
Fixed Compensation
Non‑employee director compensation structure (2025 program; new directors are pro‑rated from appointment date):
| Component | 2024 Amount ($) | 2025 Amount ($) | Notes |
|---|---|---|---|
| Independent Board Chair retainer | 100,000 | 120,000 | Cash; Chair may elect RSUs for portion . |
| Non‑Chair Board retainer | 80,000 | 90,000 | Tran eligible as non‑chair director (pro‑rated from Mar 17, 2025) . |
| Audit Committee Chair retainer | 25,000 | 25,000 | — |
| Audit Committee member retainer | 10,000 | 10,000 | Committee assignment for Tran TBD . |
| Compensation Committee Chair retainer | 20,000 | 20,000 | — |
| Compensation Committee member retainer | 10,000 | 10,000 | — |
| Nominating & Governance Chair retainer | 15,000 | 15,000 | — |
| Nominating & Governance member retainer | 7,500 | 7,500 | — |
| Risk Committee Chair retainer | 20,000 | 20,000 | — |
| Risk Committee member retainer | 10,000 | 10,000 | — |
| Unscheduled Board/committee meeting fee | 1,000 | 1,000 | — |
Additional features: Directors may elect to receive retainers in RSUs and/or defer retainers/fees under the Non‑Employee Directors’ Deferred Compensation Plan .
Performance Compensation
Directors receive time‑based RSUs (not performance‑conditioned). Annual grant value increased from ~$135,000 in 2024 to ~$155,000 in 2025; RSUs vest on the one‑year anniversary of grant; new director grants are pro‑rated from appointment date .
| Equity Instrument | 2024 Value | 2025 Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs | ~$135,000 | ~$155,000 | 1‑year cliff | New director grants pro‑rated; dividend equivalents paid in cash when/if vested . |
No performance metrics are used for director equity at CXW; awards are time‑based RSUs .
Other Directorships & Interlocks
- Current public board: American Assets Trust (Audit; Corporate Governance & Nominations committees) .
- No related‑party transactions: CXW discloses no related‑party transactions since the beginning of the last fiscal year; the Form 8‑K for Tran’s appointment states none requiring Item 404(a) disclosure .
Expertise & Qualifications
- Finance/accounting: Multi‑company CFO; former SVP & Chief Accounting Officer at Prologis; audit committee chair roles elsewhere .
- Real estate/REITs: Senior leadership across industrial, SFR, and mixed‑use real estate; investor relations and financing experience .
- Transformation/operations: Chief Global Process Officer at Prologis; led AMB–Prologis integration .
- Education: B.S. in Accounting, California State University East Bay .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership on appointment (Form 3) | 0 shares (direct) |
| Shares outstanding on record date (for context) | 109,318,283 |
| Ownership as % of outstanding | ~0.00% (0 / 109,318,283) |
| Director stock ownership guideline | Must own ≥17,928 shares by Mar 17, 2030 |
| Hedging/pledging | Prohibited for directors |
Insider Filings (most recent)
| Form | Filing/Effective Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement) | Event date 03/17/2025; filed 03/20/2025 | Reports 0 shares of CXW common stock beneficially owned at appointment . |
Governance Assessment
-
Positives:
- Strong finance/audit and REIT operating background; current audit chair experience at other boards enhances oversight of financial reporting and risk .
- Clear independence; no related‑party transactions disclosed; anti‑hedging/pledging and clawback policies further align incentives .
- Shareholder support: high “For” vote in 2025 director election indicates investor confidence; say‑on‑pay also approved (80.8M For vs. 2.0M Against) .
-
Watch items / alignment ramp:
- Initial ownership at appointment was zero; she must build to ≥17,928 shares within five years per CXW guidelines; monitor Form 4s for equity grants and open‑market purchases .
- Committee assignments were pending at appointment; placement on Audit or Risk would best leverage her expertise—track subsequent Board actions .
Related‑Party & Conflict Review
- Company-wide disclosure: no related‑party transactions requiring Item 404 disclosure since the start of the last fiscal year .
- Appointment disclosure: no Item 404(a) transactions for Tran; standard non‑employee director compensation applies .
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 meeting results: say‑on‑pay approved (For 80,772,098; Against 2,001,079; Abstain 262,228; broker non‑votes 9,246,456) .
- Quorum/participation: 84.4% of outstanding shares were present or represented (92,281,861 of 109,318,283) .
Committee Assignments (CXW)
- Status: As of appointment and the 2025 proxy timing, Tran’s committee assignments were not yet made; Board expected to appoint her to one or more committees later .
- 2024 committee composition (for context) shows fully independent committees (Audit, Compensation, Nominating & Governance, Risk) and meeting cadence; placements for 2025 were not reflected in that table .
Director Compensation Program Notes
- Deferral and form of pay: Non‑employee directors can elect RSUs in lieu of cash retainers and defer cash/meeting fees .
- RSU mechanics: One‑year vest; dividend equivalents paid in cash upon vest/issuance; new director awards pro‑rated from appointment date .
Risk Indicators & Controls
- Anti‑hedging/pledging prohibition for directors and officers .
- Board‑level clawback policy applicable to directors (recoupment for fraud/illegal act/intentional misconduct causing an Adverse Event) .
- No Section 404 related‑party exposures disclosed; clean appointment disclosure for Tran .
Voting Detail – Director Election (2025)
| Nominee | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Nina A. Tran | 82,902,699 | 71,397 | 61,309 | 9,246,456 |