Thurgood Marshall, Jr.
About Thurgood Marshall, Jr.
Thurgood Marshall, Jr., age 68, has been an independent director of CoreCivic (CXW) since December 2002. He currently chairs the Board’s Risk Committee and serves on the Nominating & Governance Committee. Marshall is a retired partner of Morgan, Lewis & Bockius (Washington, D.C.), with prior senior roles in all three branches of the U.S. federal government; he holds both a B.A. and J.D. from the University of Virginia and completed the CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). He also serves on the boards of Genesco Inc. and En+ Group (Compliance Committee Chair; member of the Remuneration and HSE committees) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan, Lewis & Bockius; Morgan Lewis Consulting Group LLC | Partner; Principal (consulting) | 2001–2019 | Legal, regulatory, compliance; strategic advisory |
| The White House | Assistant to the President and Cabinet Secretary | 1997–2001 | Senior executive role coordinating Cabinet-level policy |
| Office of the Vice President | Director of Legislative Affairs and Deputy Counsel | Not disclosed | Legislative strategy; legal counsel |
| U.S. Senate (Judiciary; Commerce, Science & Transportation; Government Affairs) | Counsel | Not disclosed | Legislative and oversight expertise |
| U.S. Postal Service Board of Governors | Governor; Chair | 2006–2013 | Chaired board prior to completing service in 2013 |
| U.S. District Court (Judge Barrington D. Parker) | Law Clerk | Not disclosed | Federal judicial clerkship |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Impact |
|---|---|---|---|---|
| Genesco Inc. | Director | Public | Not disclosed | Board service |
| En+ Group | Director | Public | Not disclosed | Compliance Committee Chair; member of Remuneration and HSE committees |
| Third Way | Trustee | Non-profit | Not disclosed | Board service |
| Campaign Legal Center | Trustee | Non-profit | Not disclosed | Board service |
| Ford Foundation; Ethics & Compliance Certification Institute | Former Trustee/Board Member | Non-profit | Not disclosed | Prior governance roles |
| President Lincoln’s Cottage; DC Grays | Former Trustee | Non-profit | Not disclosed | Prior governance roles |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent; committees (Audit, Risk, Compensation, Nominating & Governance) are fully independent . |
| Committee assignments (2024) | Risk Committee Chair; Nominating & Governance Committee member |
| Committee meeting cadence (2024) | Risk: 4 meetings; Nominating & Governance: 5 meetings |
| Board/meeting attendance | In 2024, Board met 8 times; independent directors held 9 executive sessions; average director attendance ~98%; each director attended at least 82% of applicable meetings . |
| Director commitments oversight | Board assesses “overboarding” and time commitments; notice required to N&G Chair upon accepting a new public company board; Audit Committee members limited to serving on no more than two other public-company audit committees without Board approval . |
| No hedging/pledging | Company prohibits hedging and pledging; none of the Board members or executive officers are engaged in hedging or pledging transactions involving Company securities . |
| Related-party transactions | Company reports no related party transactions requiring disclosure since beginning of last fiscal year; Audit Committee maintains a Related Party Transaction Policy . |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (non-chair) | $80,000 | Annual cash retainer |
| Risk Committee Chair retainer | $20,000 | Annual cash retainer |
| Nominating & Governance member retainer | $7,500 | Annual cash retainer |
| Unscheduled meeting fee | $1,000 per meeting | As incurred |
| 2025 changes (for reference) | Board retainer $90,000; Independent Chair $120,000; no changes to committee retainers | Effective Jan 1, 2025 |
| Director | Fees Earned (Cash) | All Other Comp | Total Cash |
|---|---|---|---|
| Thurgood Marshall, Jr. (FY2024) | $111,500 | $0 | $111,500 |
Performance Compensation (Equity)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Feb 16, 2024 | RSUs | 9,247 | $135,006 | Cliff vest on 1-year anniversary | Dividend equivalents payable in cash upon vesting; granted under 2020 Plan |
| Policy | RSUs | N/A | ~$135,000 in 2024; increased to ~$155,000 in 2025 | One-year vest | Board raised 2025 director RSU grant value in Dec 2024 |
No performance-conditioned equity for directors is disclosed; director equity awards are time-based RSUs with one-year vesting .
| Unvested RSUs Outstanding (12/31/2024) | Count |
|---|---|
| Thurgood Marshall, Jr. | 9,247 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Genesco Inc. | Director | Not disclosed | Public-company directorship |
| En+ Group | Director | Compliance Committee Chair; member of Remuneration and HSE committees | Public-company directorship |
The Board monitors director time commitments and requires notification for new public-company board seats; Audit Committee-specific outside committee service is capped without Board approval .
Expertise & Qualifications
- Legal, regulatory, and compliance expertise (longstanding law-firm partnership; government service) .
- Governance leadership (former Chair, USPS Board of Governors; public, non-profit board experience) .
- Cybersecurity oversight credential (CMU SEI CERT Certificate) .
- Public sector/human rights experience (ABA Center for Human Rights; policy roles under Sen. Edward M. Kennedy and in the Clinton Administration) .
- Climate/energy/natural resources exposure (service on the board of a metals and energy company) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (as of 3/21/2025) | 41,925 (<1% of outstanding) |
| Shares acquirable within 60 days | 0 |
| Unvested RSUs outstanding (12/31/2024) | 9,247 |
| Director stock ownership guideline | 4x annual Board retainer (fixed-share approach), to be achieved within 5 years |
| Shares required by guideline (Marshall) | 9,105 |
| Shares counted/held for guideline (Marshall) | 41,925; in compliance since 3/1/2012 |
| Hedging/Pledging | Prohibited; none of Board members engaged in hedging or pledging |
Governance Assessment
-
Strengths
- Long-tenured independent director with deep legal, policy, and governance credentials; chairs Risk Committee and contributes to Nominating & Governance—key to board oversight of ERM, cybersecurity, ESG reporting, and director succession .
- Robust engagement indicators: Board met 8 times in 2024; independent directors held 9 executive sessions; average attendance ~98% with each director ≥82% .
- Strong ownership alignment: personal shareholding (41,925) exceeds guideline requirement (9,105) with long-standing compliance; RSUs align with shareholder value; hedging/pledging prohibited and not practiced by Board members .
- No related-party transactions requiring disclosure, reducing conflict risk .
-
Monitoring items
- Board commitments: Marshall serves on at least two additional public-company boards (Genesco; En+ Group). The Board monitors “overboarding” and time commitments; continued disclosure and oversight remain important for investor confidence .
- Tenure: Director since 2002; some governance frameworks scrutinize very long tenure for perceived independence, though the Board affirms his independence under NYSE standards .
-
RED FLAGS
- None disclosed related to attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies specific to this director in the latest proxy .