Stacia A. Hylton
About Stacia A. Hylton
Stacia A. Hylton (age 64) is an independent director of CoreCivic (CXW) since August 2016; she serves on the Nominating & Governance Committee and the Risk Committee. She is CEO of KACE Company (digital intelligence/cyber forensics) since April 2022 and Principal of LS Advisory since 2016; previously Director of the U.S. Marshals Service (2010–2015) and Federal Detention Trustee, U.S. DOJ (2004–2010), with a B.S. in criminal justice from Northeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Marshals Service | Director | 2010–2015 | Led a 5,600+ employee federal agency overseeing judiciary security, fugitive ops, prisoner ops, transportation, witness security . |
| U.S. Department of Justice | Federal Detention Trustee | 2004–2010 | Oversaw federal detention policy/practice and standards; human rights compliance initiatives . |
| U.S. Marshals Service | Progressive leadership roles | 1980–2004 | Built deep operational expertise in detention and law enforcement management . |
| KACE Company | Chief Executive Officer | 2022–present | Digital intelligence & cyber forensics leadership; cybersecurity expertise . |
| LS Advisory | Principal | 2016–present | Business solutions advisory consultancy . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spok Holdings, Inc. (public) | Director; Audit Committee member | Current | Public company board with audit oversight responsibilities . |
| Trust Stamp, Inc. (public – prior) | Director; Audit Committee member | Prior | Public company (Euronext Growth) audit oversight . |
| National Academy for Public Administration | Fellow | Current | Public administration governance expertise . |
| National Center for Missing and Exploited Children | Director | Prior | Child protection and public safety governance . |
| Law Enforcement Exploring | Director | Prior | Youth law enforcement program oversight . |
| International Association of Chiefs of Police | Executive Committee | Prior | Law enforcement policy leadership . |
| National Sheriffs’ Association | Accreditation & Policy Committees | Prior | Detention standards/policy development . |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Hylton is independent under NYSE rules .
- Committees: Member, Nominating & Governance Committee (5 meetings in 2024) and Risk Committee (4 meetings in 2024); both committees are fully independent .
- Board engagement: In 2024 the Board met 8 times; independent directors held 9 executive sessions; average director attendance was ~98%, with each director ≥82%; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly without management; sessions chaired by an independent director (currently Mark A. Emkes) .
- ESG and risk oversight: Risk Committee oversees ERM, cybersecurity, contract compliance, and ESG reporting; receives regular updates from CIO and Chief Ethics & Compliance Officer .
- Overboarding/limits: Audit Committee members may serve on ≤2 other public company audit committees without Board approval; broader service is evaluated for time/fit and conflicts per Corporate Governance Guidelines .
- Related-party transactions: None requiring disclosure since the beginning of the last fiscal year; Audit Committee administers a formal Related Party Transaction Policy .
- Hedging/pledging: Prohibited for directors; no director engaged in hedging or pledging Company stock .
- Clawback: Board-adopted recoupment policies apply to directors (fraud/illegal act/misconduct or accounting restatement events) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $101,500 | Paid per non-employee director fee schedule; directors may elect to receive retainers in RSUs or defer under the Directors’ Deferred Compensation Plan . |
| Equity – RSUs (2024) | $135,006 | Annual grant; 9,247 RSUs valued at $14.60 (Feb 16, 2024); one-year vest; cash-paid dividend equivalents only upon vesting; granted under 2020 Plan . |
| Total (2024) | $236,506 | Sum of cash and stock grant fair value . |
| 2025 Changes (Board-wide) | RSU grant ~$155,000; Board retainer $90,000 | Increase effective Jan 1, 2025 after peer review and consultant guidance . |
Notes:
- 2024 director fee schedule: Non-chair Board retainer $80,000; Nominating & Governance member $7,500; Risk member $10,000; unscheduled meeting fee $1,000; chair/member fees vary by committee; independent chair retainer $100,000 (raised to $120,000 in 2025) .
Performance Compensation
| Feature | Status | Terms |
|---|---|---|
| Performance-based elements in director pay | None disclosed | Director equity is time-based RSUs that vest after one year; no performance metrics tied to director awards . |
Other Directorships & Interlocks
| Company | Relationship to CXW | Notes |
|---|---|---|
| Spok Holdings, Inc. | No related-party transactions disclosed | Hylton serves on Spok’s board/audit committee; CXW disclosed no related-party transactions requiring Item 404 disclosure . |
| Trust Stamp, Inc. (prior) | No related-party transactions disclosed | Prior director/audit committee member; no CXW related-party transactions disclosed . |
Expertise & Qualifications
- Government detention and law enforcement operations leadership; deep understanding of federal detention systems and standards from USMS and DOJ roles .
- Public company audit oversight experience (Spok; prior Trust Stamp) and committee governance expertise .
- Cybersecurity and digital forensics expertise via CEO role at KACE Company; relevant to Risk Committee oversight of information security .
- Human rights oversight experience; led standards-setting, NGO engagement, and reform initiatives in detention contexts .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (3/21/2025) | 78,871 shares | Sole voting/investment power; <1% of outstanding . |
| Shares Acquirable within 60 days | 0 | No options/RSUs vesting within 60 days . |
| Unvested RSUs Outstanding (12/31/2024) | 9,247 | Director annual grant outstanding at year-end . |
| Shares Outstanding (record date) | 109,318,283 | For ownership context . |
| Ownership Guidelines Requirement | 12,353 shares | 4× annual retainer / price methodology; amended in 2013 for REIT conversion dividend . |
| Guideline Compliance Status | Met (since 8/11/2021) | Current holdings exceed required level . |
| Hedging/Pledging | Prohibited | Company policy; none engaged . |
Governance Assessment
- Board effectiveness: Hylton brings complementary expertise in detention operations, audit oversight, and cybersecurity to CXW’s Nominating & Governance and Risk Committees, aligning with CXW’s risk and ESG oversight needs .
- Independence and engagement: Independent under NYSE rules; Board/committee structures fully independent; strong overall attendance and executive session discipline support vigorous oversight .
- Alignment: Exceeds stock ownership guidelines; equity participation via RSUs with one-year vesting supports shareholder alignment; hedging/pledging prohibited; director-level clawback policies in place .
- Conflicts/related-party exposure: No related-party transactions disclosed; audit policies and overboarding guidance mitigate conflict risk; continued monitoring warranted given external CEO role and other board service, but no flagged items in filings .
RED FLAGS: None disclosed in CXW filings—no related-party transactions; hedging/pledging prohibited; Board independence confirmed; strong attendance reported .