S. Dawn Smith
About S. Dawn Smith
S. Dawn Smith, age 61, joined the CoreCivic (CXW) Board in March 2025 as an independent director. She is President of Cologix, Inc., overseeing design, construction, engineering, operations across hyperscale edge data centers, and leading IT, legal, HR, and procurement. Previously she was EVP & Chief Legal Officer at McAfee (2017–2018), SVP & Chief Legal Officer at VMware (2009–2017), and a partner at Morrison & Foerster; earlier she held legal roles at Wilson Sonsini and served in the U.S. Navy’s nuclear propulsion program. She holds a B.S. from the U.S. Naval Academy, an MBA from Providence College, and a J.D. from Stanford Law School; she currently serves on the board of Health Catalyst, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cologix, Inc. | President (formerly President & COO); responsibility for data center infrastructure ops; leads IT, legal, HR, procurement | Aug 2018–present | Operational leadership across hyperscale edge data centers; multi-function oversight |
| McAfee | EVP & Chief Legal Officer | 2017–2018 | Led legal and government relations globally |
| VMware | SVP & Chief Legal Officer | 2009–2017 | Corporate governance, securities, compliance leadership |
| Morrison & Foerster LLP | Partner | 2005–2009 | Corporate/securities law; M&A, governance, venture transactions |
| Wilson Sonsini Goodrich & Rosati | Legal advisory roles | 1996–2005 | Corporate/securities law practice |
| U.S. Navy | Nuclear propulsion program | Not disclosed | Managed design, construction, operation of nuclear-powered ships/facilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Health Catalyst, Inc. | Director | Current (as of proxy) | Board service disclosed; committee roles not specified |
Board Governance
- Independence: The Board determined all directors other than the CEO (Mr. Hininger) are independent; director nominees include Ms. Smith as independent under NYSE rules. Audit, Risk, Compensation, and Nominating & Governance committees are entirely independent.
- Board structure and activity: Five standing committees (Audit, Compensation, Nominating & Governance, Risk, Executive). In 2024, the Board met eight times; independent directors met in nine executive sessions; average attendance ~98%, with each director at least 82% for their period of service.
- Committee membership: The proxy lists 2024 committee compositions and early-2025 updates (e.g., Fischer to Compensation); Ms. Smith’s specific committee assignments are not disclosed in the 2025 proxy.
- Director refreshment: The Board extended a search firm engagement, resulting in appointments of Ms. Smith (and two other independent directors) in March 2025.
Fixed Compensation
| Component | 2025 Plan Amount ($) | Terms |
|---|---|---|
| Non-Chair Board retainer | 90,000 | Payable in cash; directors may elect RSUs for all/part of retainers; deferral available via Directors’ Deferred Compensation Plan |
| Committee member retainer – Audit | 10,000 | Annual |
| Committee member retainer – Compensation | 10,000 | Annual |
| Committee member retainer – Nominating & Governance | 7,500 | Annual |
| Committee member retainer – Risk | 10,000 | Annual |
| Unscheduled meeting fee (Board/committee) | 1,000 | Per unscheduled meeting |
| Annual RSU grant | ~155,000 grant date fair value | Increased effective 2025; time-based vesting on 1-year anniversary; dividend equivalents in cash only upon vesting/issuance |
Notes: Independent Board Chair retainer increased to $120,000 in 2025; Audit/Compensation/Nominating/Risk committee chair retainers are $25,000/$20,000/$15,000/$20,000 respectively. Directors may defer fees and elect RSUs in lieu of cash for retainers.
Performance Compensation
| Performance Metric | Linked to Director Compensation? | Details |
|---|---|---|
| Company operational/financial metrics (e.g., EBITDA, FFO, TSR) | No | Non-employee director equity awards are time-based RSUs vesting after one year; no performance-based metrics disclosed for director compensation. |
Other Directorships & Interlocks
| Company | Role | Overlapping/Interlocks | Potential Conflict Noted |
|---|---|---|---|
| Health Catalyst, Inc. | Director | None disclosed with CXW | None disclosed; company reports no related party transactions requiring Item 404 disclosure since the last fiscal year. |
- Policy constraints: Audit Committee members may not serve on more than two other public company audit committees without Board approval; broader service evaluated for “overboarding” and conflicts under Corporate Governance Guidelines.
Expertise & Qualifications
- Legal, governance, and compliance leadership (Chief Legal Officer roles; corporate securities, governance, compliance).
- Technology and infrastructure operations (President of Cologix overseeing hyperscale edge data centers; IT leadership).
- Human rights and diversity engagement noted by Nominating & Governance Committee in nomination rationale.
- Military/technical discipline via U.S. Navy nuclear propulsion program.
- Education: B.S. (U.S. Naval Academy), MBA (Providence College), J.D. (Stanford Law School).
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 21, 2025) | 0 shares; less than 1% of outstanding |
| Shares acquirable within 60 days | 0 |
| Total beneficial ownership | 0 |
| Ownership guideline requirement | 17,928 shares by March 17, 2030 (fixed shares equal to 4× non-chair board retainer divided by closing price at appointment) |
| Hedging/Pledging policy | Prohibited; none of Board/executives engaged in hedging or pledging transactions per policy disclosure |
| Related-party transactions | None requiring disclosure under Item 404 since the beginning of the last fiscal year |
Governance Assessment
- Board independence and oversight: Ms. Smith is independent, adding experienced legal/compliance and technology/infrastructure expertise to a fully independent committee structure—positive for board effectiveness and risk oversight.
- Ownership alignment: As a new director, she held 0 shares at the March 21, 2025 record date; however, she is subject to robust director ownership guidelines requiring 17,928 shares by March 17, 2030, with hedging/pledging prohibited—alignment expected to increase over her first five years.
- Compensation structure: Director pay mix includes meaningful equity via annual RSUs with one-year vesting and the ability to elect RSUs for retainers, which supports alignment without performance metrics that could compromise independence.
- Conflicts/related-party risk: No related-party transactions disclosed; stringent Related Party Transaction Policy and committee oversight mitigate risk.
- Attendance and engagement: Board-level attendance in 2024 was strong (avg ~98%); individual 2025 attendance for Ms. Smith not yet disclosed due to new appointment.
- Committee assignments: Not disclosed in the proxy; monitoring 8-Ks and future proxies for committee placement will clarify where her expertise is deployed (e.g., Governance or Risk).
RED FLAGS / Watch items
- Initial ownership at zero shares is typical for newly appointed directors but warrants tracking for timely progress toward the 2030 ownership guideline requirement.
- Committee assignment transparency: absence of disclosed committee roles as of the proxy limits near-term assessment of her direct oversight impact; monitor subsequent filings.
Signals supportive of investor confidence
- Director refreshment via search firm-led process and addition of multiple independent directors in 2024–2025 indicates proactive board renewal and skills alignment.
- Independent Board Chair and comprehensive director compensation/stock ownership governance framework reflect mature governance practices.