Patrick D. Swindle
About Patrick D. Swindle
Patrick D. Swindle (age 49) is President and Chief Operating Officer of CoreCivic (CXW) since January 2025, after serving as EVP & COO (Dec 2020–Jan 2025) and in multiple senior operating, strategy and treasury roles since joining the company in 2007; he holds a B.S. in Finance from Western Kentucky University and previously spent 10 years in equity research at SunTrust Equitable Securities, Raymond James, and Avondale Partners focusing on outsourced services and government/healthcare industries . In 2024, CoreCivic generated $330.8 million of Adjusted EBITDA, which drove a 162% of base-salary annual cash incentive payout for non-CEO NEOs; Swindle’s 2024 cash bonus was $878,998, reflecting formulaic results and a 1.1x Strategic Business Goals modifier . His compensation is heavily at-risk via performance- and time-based RSUs that vest over three years, with performance RSUs tied to Normalized FFO per share and an rTSR modifier, and single‑trigger equity acceleration upon change in control .
Past Roles
| Organization | Role | Years | Strategic impact/function |
|---|---|---|---|
| CoreCivic (CXW) | President & Chief Operating Officer | Jan 2025–present | Company-wide operations leadership |
| CoreCivic (CXW) | Executive Vice President & COO | Dec 2020–Jan 2025 | Operations leadership |
| CoreCivic (CXW) | EVP & Chief Corrections Officer | Jan 2018–Dec 2020 | Corrections leadership |
| CoreCivic (CXW) | SVP, Operations | Oct 2016–Jan 2018 | Facility operations |
| CoreCivic (CXW) | VP, Treasury & Strategic Development | Apr 2014–Oct 2016 | Treasury and strategy |
| CoreCivic (CXW) | VP, Strategic Development | Aug 2013–Apr 2014 | Corporate strategy |
| CoreCivic (CXW) | VP & Treasurer | Jul 2009–Aug 2013 | Corporate treasury |
| CoreCivic (CXW) | Managing Director, Treasury | 2007–2009 | Corporate treasury |
External Roles
| Organization | Role | Years | Notes/Focus |
|---|---|---|---|
| SunTrust Equitable Securities | Equity Research (Equity Capital Markets division) | circa 1997–2007 (part of 10-year span pre-2007) | Covered outsourced business services, government & healthcare industries |
| Raymond James Financial Services, Inc. | Equity Research (Equity Capital Markets division) | circa 1997–2007 (part of 10-year span pre-2007) | Same coverage areas |
| Avondale Partners, LLC | Equity Research (Equity Capital Markets division) | circa 1997–2007 (part of 10-year span pre-2007) | Same coverage areas |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (paid) ($) | $503,899 | $526,936 | $542,752 |
| Restricted Stock Awards ($) | $999,996 | $1,080,011 | $1,079,997 |
| Non-Equity Incentive Plan Compensation ($) | $518,702 | $710,711 | $878,998 |
| Change in Nonqualified Deferred Comp Earnings ($) | $697 | — | — |
| All Other Compensation ($) | $63,722 | $70,633 | $82,610 |
| Total ($) | $2,087,016 | $2,388,291 | $2,584,357 |
2024 fixed settings and target incentives:
- 2024 base salary set: $551,410; +3.0% vs 2023 .
- Target annual bonus: 108% of base salary for non-CEO NEOs; threshold 24%, maximum 182% (before Strategic Business Goals modifier) .
- Salary paid during 2024 differs from annual base setting due to payroll timing ($542,752 paid) .
Performance Compensation
Annual Cash Incentive (2024 design and outcome):
| Component | Weighting/Mechanics | Target/Threshold/Max | Actual 2024 result | Payout impact |
|---|---|---|---|---|
| Adjusted EBITDA | Schedule maps EBITDA level to % of base salary for NEOs | Target = 108% of base (non-CEO NEOs); straight-line interpolation between grid levels | Adjusted EBITDA $330.8M achieved | 147.2% of base (pre-modifier) |
| Short-Term Goals (4) | Pass/fail add-ons (Other NEO: STG-1 4%, STG-2 4%, STG-3 4%, STG-4 12%) | Earn % only if achieved | Company failed all STGs | 0% contribution |
| Strategic Business Goals (SBG) modifier | Multiplies combined result (0.8x–1.2x) | Achieving 3 goals = 1.1x | 3 of 4 achieved → 1.1x | 1.1x applied |
| Resulting cash incentive – Swindle | Formulaic product of above | — | — | $878,998 (162.0% of base paid) |
Long-Term Incentive (equity) – 2024 grants and vesting:
| Award type | Grant date | Shares (Threshold/Target/Max) | Grant-date fair value ($) | Vesting/performance |
|---|---|---|---|---|
| Performance-based RSUs (PRSUs) | 2/15/2024 | 16,072 / 32,143 / 48,215 | $540,002 | Vest 1/3 annually based on annual Normalized FFO per share; subject to rTSR modifier; vesting occurs after audited financials delivery or ≥1-year anniversary, whichever later |
| Time-based RSUs | 2/15/2024 | 37,921 | $539,995 | Ratable over 3 years; vest after audited financials delivery or ≥1-year anniversary, whichever later |
2024 equity vesting activity:
- Shares vested (RSUs) in 2024: 114,623; value realized on vesting: $1,634,524 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/21/2025) | 189,097 shares; less than 1% of outstanding |
| Shares outstanding reference | 109,318,283 shares (used by company to compute % ownership) |
| Approximate ownership % (derived) | ~0.17% (189,097 ÷ 109,318,283) |
| Executive ownership guideline | Fixed shares equal to 3x base salary at hire/promotion date divided by stock price; achieve within 5 years |
| Swindle guideline requirement and status | Required: 53,119 shares; Held: 189,097; Compliance deadline: 1/1/2023 (exceeded requirement) |
| Hedging & pledging | Prohibited by insider trading policy; company discloses no executives/directors engaged in hedging/pledging |
| Unvested/unearned equity at 12/31/2024 (market value based on $21.74) | 44,261 ($962,234); 72,632 ($1,579,020); 78,635 ($1,709,525) |
| Vesting mechanics (general) | PRSUs and time-based RSUs generally vest after audited financials delivery or ≥1-year anniversary; PRSUs subject to rTSR modifier |
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Severance framework | Executive Severance & Change in Control Plan effective 1/1/2024; replaces individual employment agreements that expired 12/31/2023 |
| Termination without cause / good reason (non‑CoC) | Cash severance = 1x current base salary, paid in installments (Swindle: $551,410 at 12/31/2024) |
| Change in control (equity) | Single trigger: all PRSUs and time-based RSUs and unvested options vest fully upon a change in control; exercisable through stated term |
| CoC + qualifying termination (double trigger cash) | Cash severance = 2.99x base salary, lump sum within 40 days; plus certain benefits (Swindle cash: $1,648,716; insurance benefits: $35,320; RSU acceleration value: $4,250,779; total: $5,934,815, values at 12/31/2024) |
| CoC only equity acceleration (illustrative) | RSU acceleration value (Swindle): $4,250,779 |
| Death/Disability | Life/disability payment of $1,500,000 and full equity acceleration (Swindle total: $5,750,779 including RSUs) |
| Restrictive covenants | Executives executed a Confidentiality, IP and Non‑Competition Restrictive Covenants Agreement in connection with the Severance Plan |
| Clawbacks/recoupment | NYSE Executive Compensation Recoupment Policy (2023) mandates recoupment after restatements; separate 2022 Clawback Policy for fraud/illegal acts/intentional misconduct; awards under 2020 Plan subject to applicable clawback law and Dodd‑Frank/Section 954 rules; SOX 304 recovery for CEO/CFO in certain cases |
| Deferred compensation (DCP) | 2024 contributions: Executive $62,673; Company $45,423; 2024 earnings $11,339; aggregate balance $269,953 at 12/31/2024; vesting of company match over 5 years, accelerated on death/disability/retirement/CoC (subject to 280G limits) |
| Pension/SERP | No defined benefit or actuarial pension plan participation for PEO or Non‑PEO NEOs |
| Insider trading policy | No hedging or pledging permitted; policy filed with 2024 10‑K |
Performance Compensation Details (metrics and weightings)
| Incentive component | Metric | Weighting/structure | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual cash incentive (2024) | Adjusted EBITDA | Grid mapping to % of base salary (non‑CEO NEO target 108%) | Target 108% | $330.8M EBITDA → 147.2% pre‑modifier | 162.0% of base after 1.1x SBG; Swindle: $878,998 |
| Annual cash incentive (2024) | Short‑Term Goals (4) | Pass/fail add-ons (Other NEO: 4%, 4%, 4%, 12%) | Achieve 1–4 goals | 0/4 achieved | 0% |
| Annual cash incentive (2024) | Strategic Business Goals | Modifier 0.8x–1.2x | 3 of 4 ⇒ 1.1x | Achieved | 1.1x applied |
| Long‑term PRSUs (2024 grant) | Normalized FFO per share (annual), with rTSR modifier | 1/3 vesting annually (performance each year) | Threshold/Target/Max shares: 16,072 / 32,143 / 48,215 | 1st tranche vested Feb 2025 (based on 2024 performance), subject to rTSR | Grant-date FV: $540,002 |
| Long‑term time-based RSUs (2024 grant) | Service-based | Ratable 1/3 over 3 years | 37,921 shares | On schedule | Grant-date FV: $539,995 |
Risk Indicators & Alignment Notes
- Equity acceleration is single‑trigger upon change in control (equity vests regardless of termination), while cash severance is double‑trigger at 2.99x base salary — a potential M&A overhang but also a retention device .
- Hedging and pledging are prohibited, and the company reports that none of the board or executive officers engage in such transactions — positive alignment signal .
- Ownership guidelines are stringent (share-based 3x salary equivalent) and Swindle exceeds his requirement (189,097 held vs 53,119 required) — strong skin-in-the-game .
- No DB pension; compensation at risk is concentrated in PRSUs tied to Normalized FFO with an rTSR modifier — pay linked to operating and market-relative performance .
- 2024 vested RSUs (114,623 shares; $1.63M value) and multi-year unearned RSUs (195k+ units shown in discrete lines) imply continuing periodic vesting that can create tax‑driven sell pressure near vest dates .
Compensation Committee & Governance Context
- Independent compensation consultant: Exequity LLP; committee oversees design, peer group review, risk assessment, and NYSE recoupment policy administration .
- Pay versus performance disclosure identifies Normalized FFO and Adjusted EBITDA as key financial performance measures linking pay to outcomes .
Investment Implications
- Strong equity alignment: Exceeds ownership guideline and large mix of PRSUs/time-based RSUs tie outcomes to FFO and relative TSR; hedging/pledging prohibitions reduce misalignment risk .
- Retention vs M&A dynamics: Double‑trigger 2.99x cash severance plus single‑trigger equity acceleration under a change in control increases deal-related costs/overhang yet provides management stability through strategic cycles .
- Near-term selling pressure watch: Continued vesting cadence (with 2024 vest of 114,623 shares) and sizable unearned RSU overhang could produce episodic supply around vest dates/tax events, though policies prohibit hedging/pledging .
- Pay-for-performance: 2024 cash incentive outcomes were formulaic — 0% on STGs, 147.2% on Adjusted EBITDA, lifted by a 1.1x Strategic Business Goals modifier to 162% — signaling a plan that can still deliver high payouts when operational EBITDA targets are achieved even if STGs are missed .
- Limited guaranteed pay: Modest non‑CoC severance (1x base) and absence of pensions reduce fixed obligation risk; compensation is predominantly at‑risk and equity‑based, aligning with deleveraging/FFO priorities .