DEF 14A of CoreCivic, Inc., Mar 31, 2025

DEF 14A of CoreCivic, Inc.

Filed Mar 31, 2025 · FY20240001140361-25-011073

Open on EDGAR

  1. Items to Be Voted on at the Virtual Annual Meeting

    | Section | Page | | Guidelines and Policies | 64 | | Compensation Committee Report | 67 | | Summary Compensation Table | 68 | | Grants of Plan-Based Awards in 2024 | 70 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 71 | | Option Exercises and Stock Vested in 2024 | 72 | | Nonqualified Deferred Compensation in 2024 | 72 | | Potential Payments Upon Termination or Change in Control | 73 | | Table of Potential Payments Upon Termination or Change in Control | 76 | | 2024 CEO Pay Ratio | 77 | | Pay Versus Performance | 78 | | Director Compensation | 81 | | 2024 Director Compensation Table | 83 | | Director Stock Ownership Guidelines | 83 | | Security Ownership of Certain Beneficial Owners and Management | 85 | | Ownership of Common Stock – Directors and Executive Officers | 85 | | Ownership of Common Stock – Principal Stockholders | 86 | | Section 16(a) Beneficial Ownership Reporting Compliance | 87 | | Other | 88 | | No Incorporation by Reference | 88 | | Forward-Looking Statements | 88 | | Appendix A: Reconciliation of Non-GAAP Disclosures | A-1 |

  2. Board Meetings and Committees

    Board Meetings and Committees Our Board is responsible for establishing our broad corporate policies and strategic objectives, reviewing our overall performance, and overseeing management’s performance. Among other things, our Board appoints and evaluates our executive officers, establishes, reviews, and approves our corporate objectives and strategies, and evaluates and approves major acquisitions and capital commitments. Our Board currently consists of fourteen directors, twelve of whom are standing for re-election at the virtual Annual Meeting and are identified, along with their biographical information (such biographical information for Anne L. Mariucci and Robert J. Dennis, each of whom intends to retire as a director, and will not stand for re-election effective as of the virtual Annual Meeting, is also included), under “Proposal 1—Election of Directors” beginning on page 24 of this Proxy Statement. In 2024, our Board met eight times in regular session, and our independent directors met nine times in executive session. The average attendance of all directors at Board and applicable standing committee meetings was approximately 98%. Each director attended at least 82% of the aggregate meetings of the Board and any standing committees on which such director was a member, during the period in which he or she served as a member of such committee. Our Corporate Governance Guidelines provide that all directors are expected to attend each annual meeting of stockholders. All the directors serving on the Board at such time virtually attended the 2024 virtual Annual Meeting of Stockholders. Our Board has five standing committees: the Audit, Compensation, Nominating and Governance, Risk, and Executive Committees. Each standing committee has a written charter that has been approved by the respective committee, the Nominating and Governance Committee, and our Board. Each committee charter is reviewed at least annually and updated as applicable. Our Board and its committees may act by unanimous written consent without convening a meeting. Our Board also appoints and delegates certain duties to special committees from time to time as permitted by our Bylaws. The table below shows the current composition of each of our standing committees together with a summary of each committee’s responsibilities and the number of meetings each committee held in 2024.

  3. Board Meetings and Committees

    | Committee | Members | Summary of Responsibilities | 2024 Meetings | | Audit | John R. Prann, Jr. (Chair) Alexander R. Fischer Anne L. Mariucci* Devin I. Murphy | Responsibilities include oversight of the integrity of our financial statements; hiring, qualifications, independence, and performance of our independent registered public accountants; and performance of our internal audit function. | 5 | | Compensation | Robert J. Dennis* (Chair) Mark A. Emkes Alexander R. Fischer** Anne L. Mariucci* John R. Prann, Jr. | Responsibilities include setting executive officer compensation and overseeing the evaluation of the executive officers’ performance and periodically reviewing and approving the Company’s compensation philosophy regarding executive compensation. | 4 | | Nominating and Governance | Devin I. Murphy (Chair) Mark A. Emkes Stacia A. Hylton Thurgood Marshall, Jr. | Responsibilities include identifying and recommending director nominees to the full Board and taking a leadership role in shaping and evaluating the Board’s corporate governance initiatives. | 5 | | Risk | Thurgood Marshall, Jr. (Chair) Catherine Hernandez-Blades Stacia A. Hylton Devin I. Murphy | Responsibilities include coordinating the Board’s oversight of the Company’s risk assessment and enterprise risk management practices, including the Company’s information security risk management program, Environmental, Social and Governance (“ESG”) Reporting Program as well as the Company’s legal, regulatory and contract compliance. | 4 | | Executive | Mark A. Emkes (Chair) Robert J. Dennis* Damon T. Hininger | When necessary, and subject to authority limitations as to significant corporate actions, responsible for acting on behalf of the full Board during intervals between Board meetings. | — |

  4. Board Meetings and Committees

    | * Mr. Dennis and Ms. Mariucci, who intend to retire as directors, will not stand for re-election, effective as of the virtual Annual Meeting. |

  5. Board Meetings and Committees

    | ** Mr. Fischer was appointed by our Board to the Compensation Committee effective January 1, 2025. |

  6. PROPOSAL ONE - ELECTION OF DIRECTORS

    PROPOSAL ONE - ELECTION OF DIRECTORS Our Board reflects a diverse, highly engaged group of directors with a wide range of relevant experience. The following matrix provides information about each of our incumbent director nominees, including certain types of knowledge, skills, experiences, and attributes possessed by one or more of our directors, which our Board believes are relevant to our business and operations. The matrix does not encompass all the knowledge, skill, experience, or attributes of our directors and does not suggest that a director who is not listed as having any particular knowledge, skill, experience, or attribute is unable to contribute to the decision-making process in such area. No individual knowledge, skill, experience, or attribute is solely dispositive of becoming a member of our Board. The current term of office of each of our directors expires at the virtual Annual Meeting. Our Board has nominated the following twelve nominees, all of whom are incumbent directors, for election to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. We expect each of the twelve nominees to serve if elected. If any of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by our Board. The general criteria considered by our Nominating and Governance Committee with respect to director nominees are discussed beginning on page 13 of this Proxy Statement under the heading Corporate Governance – Board Meetings and Committees – Nominating and Governance Committee. Based on the evaluation of those criteria, our Nominating and Governance Committee and Board believe each nominee contributes relevant skills, expertise, and experience to our Board, and that the group of nominees collectively has the skills, expertise, experience, independence, diversity, and other attributes necessary to effectively discharge our Board’s oversight responsibilities on behalf of our stockholders.

  7. Director Commitments

    Director Commitments The Board believes that all members of the Board should devote sufficient time and attention to their duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and director nominees have sufficient time and attention to devote to board duties, the Nominating and Governance Committee and the Board consider whether directors serve on an excessive number of public company boards, a situation frequently referred to as “overboarding.” Our Board believes that each of our directors has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of our directors.

  8. Incumbent Directors Standing for Re-Election

    Incumbent Directors Standing for Re-Election Information regarding each of the incumbent directors standing for re-election, including qualifications considered for each nominee, is set forth below. Directors’ ages are given as of the date of this Proxy Statement.

  9. Incumbent Directors Standing for Re-Election

    | DAMON T. HININGER | Director since: 2009 |

  10. Incumbent Directors Standing for Re-Election

    Mr. Hininger, age 55, has served as a director since October 2009 and as our Chief Executive Officer since January 2025. He served as our President and Chief Executive Officer from October 2009 until December 2024. He also serves as a member of our Executive Committee. From 2008 until 2009, he served as our President and Chief Operating Officer. From 2007 until 2008, he served as our Senior Vice President, Federal and Local Customer Relations, after having served as Vice President, Federal and Local Customer Relations since 2002. Prior to 2002, he held several positions of increasing responsibility with the Company. Mr. Hininger joined the Company in 1992 as a correctional officer at our Midwest Regional Reception Center (formerly known as the Leavenworth Detention Center). He serves on the Board of Trustees of the United Way of Metropolitan Nashville and Belmont University, where he also serves on the Board of Advisors for the Massey School of Business. Mr. Hininger also serves on the Board of Directors of the Nashville Public Education Foundation, the Men of Valor, the Kansas State University Foundation and as a member of the Executive Board of the Middle Tennessee Council of the Boy Scouts of America. Mr. Hininger holds a bachelor’s degree from Kansas State University and a master’s degree in business administration from the Jack Massey School of Business at Belmont University. He is a 2022 recipient of the American Correctional Association’s (“ACA”) E.R. Cass Award for Correctional Achievement, the highest honor bestowed by that organization. In making the decision to nominate Mr. Hininger to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, his current service as our CEO and his comprehensive knowledge of the Company, its business, operations and management team through his current position and past roles with the Company, including roles at the facility operations level, as Chief Operating Officer and as Senior Vice President, Federal and Local Customer Relations. The Board also considered Mr. Hininger’s familiarity and experience with human rights issues affecting the Company’s business because of his leadership role in our Company, his multi-decade experience in our industry and his participation in human rights related panels and programs as part of his involvement with the ACA and the Correctional Leaders Association.

  11. Incumbent Directors Standing for Re-Election

    | MARK A. EMKES | Director since: 2014 |

  12. Incumbent Directors Standing for Re-Election

    Mr. Emkes, age 72, has served as a director since August 2014, and serves as the independent Chair. He also serves as a member of our Compensation Committee and our Nominating and Governance Committee. Mr. Emkes also serves as Chair of our Executive Committee. From 2011 until 2013, Mr. Emkes served as the State of Tennessee’s Commissioner of Finance and Administration. For more than five years until his retirement in 2010, Mr. Emkes served as Chief Executive Officer and Chair of the Board of Directors of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., a tire and rubber manufacturing company. He also served as President of Bridgestone Americas, Inc. from January 2009 until his retirement. From 2004 until 2010, Mr. Emkes also served as a director of Bridgestone Corporation. Mr. Emkes serves as a director and chair of the compensation committee of Greif, Inc., a publicly traded industrial packaging products and services company, and is a former director and chair of the audit committee of First Horizon National Corporation, a publicly traded regional financial institution. Mr. Emkes has served as President of the Middle Tennessee Council of the Boy Scouts of America, the Board of Directors of the Community Foundation of Middle Tennessee and the Advisory Board of Habitat for Humanity, Nashville Chapter. Mr. Emkes was the 2011 recipient of the Jennings A. Jones Champion of Free Enterprise Award and was inducted into the Nashville Business Hall of Fame in 2012. Mr. Emkes holds a bachelor’s degree in economics from DePauw University and a master’s degree in business administration from the Thunderbird School of Global Management. In making the decision to nominate Mr. Emkes to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, his leadership experience in various management positions, including as chief executive officer and chair of an international company; his demonstrated business acumen and his understanding of corporate finance and business development matters; his understanding of state government through his public sector experience; and his civic and community involvement. The Board also considered Mr. Emkes’ experience with human rights issues, including those related to sourcing, workplace practices and labor management as part of his role as executive leader of an international manufacturer operating throughout the Americas.

  13. Incumbent Directors Standing for Re-Election

    | ALEXANDER R. FISCHER | Director since: 2024 |

  14. Incumbent Directors Standing for Re-Election

    Mr. Fischer, age 57, has served as a director since March 2024. Since May 2024, he has served as a member of our Audit Committee and, since January 2025, he has served as a member of our Compensation Committee. He is the founder of Alex R. Fischer and Company, which offers strategic advisory services on corporate strategy, real estate development and economic development, operating in such capacity since 2021. He is also a Partner with The New Albany Company, the master developer for over 20,000 acres of mixed-use development. His prior roles include serving as President and CEO of the Columbus Partnership from 2009 to 2021 and undertaking various positions at Battelle Memorial Institute, including Senior Vice President for Business and Commercialization, from 2002 to 2009. Earlier, Mr. Fischer served as Commissioner of Economic Development, Deputy Governor, and Chief of Staff for the State of Tennessee from 1997 to 2002. Mr. Fischer currently serves on the board of directors of Advanced Drainage Systems, a publicly traded drainage products and services company, where he chairs the Nominating and Governance Committee and serves on the Audit Committee. Mr. Fischer also currently serves as a director of Nationwide Children’s Hospital, where he previously served as Chair; White Oak Partners, as Chair; Andelyn Biosciences; and Downtown Columbus, Inc., also as Chair. He previously served on the board of trustees for The Ohio State University. Mr. Fischer holds a Bachelor of Science in Economics and Public Administration and a Master of Science in Urban Planning and Economic Development, both from the University of Tennessee. In making the decision to nominate Mr. Fischer to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience; his knowledge of and experience in real estate, economic development, public policy leadership, and public and private infrastructure projects; and his leadership in civic, non-profit, and public education spheres.

  15. Incumbent Directors Standing for Re-Election

    | CATHERINE HERNANDEZ-BLADES | Director since: 2024 |

  16. Incumbent Directors Standing for Re-Election

    Ms. Hernandez-Blades, age 57, has served as a director since March 2024 and as a member of our Risk Committee since May 2024. Until January 2024, she served as Senior Vice President, Marketing and Communications for SAIC, a Fortune 500 technology integrator. Before joining SAIC in 2021, beginning in 2014, Ms. Hernandez-Blades held roles of increasing responsibility at Aflac, Inc., a publicly traded provider of supplemental health insurance and life insurance products, concluding in the role of Senior Vice President, Chief ESG and Communications Officer, which she held from 2019 to 2021. From 2017 to 2019, Ms. Hernandez-Blades served as Aflac’s Senior Vice President, Chief Brand and Communications Officer. From 2014 to 2017, Ms. Hernandez-Blades served as Aflac’s Senior Vice President, Corporate Communications. From 2011 to 2014, Ms. Hernandez-Blades served as Vice President and Chief Marketing and Communications Officer at Flextronics International Limited, a NASDAQ-traded public company specializing in electronics manufacturing services and original design manufacturing. From 2008 to 2011, Ms. Hernandez-Blades served as Vice President, Communications and Public Affairs for Raytheon, a defense contractor and industrial corporation. Ms. Hernandez-Blades serves as the U.S. representative on the Advisory Board of the World Communications Forum Association - Davos. In 1999, she was appointed Executive Director of the Louisiana Seafood Promotion and Marketing Board by the state’s then-serving governor, Mike Foster. She previously served as chair of Operation Homefront, a nationally recognized non-profit organization (501(c)(3)) dedicated to supporting America’s military families. She has won an EMMY; is in three halls of fame (PR News, Women in Communications, and the PRWeek Hall of Femme); has two Cannes Lions; and is the first American to win the Relations 4 the Future medal at Davos. She was a 2019 Forbes Top 50 Most Influential Global CMO and was honored as the 2019 LatinaStyle magazine Corporate Executive of the Year. Ms. Hernandez-Blades holds a Bachelor of Arts, Mass Communications, University of Louisiana at Lafayette and is a Fellow of the Loyola University Institute of Environmental Communication. In making the decision to nominate Ms. Hernandez-Blades to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, her executive leadership in communications, marketing, and public relations; her extensive experience as a communications leader at large employers and government contractors; her leadership experience in ESG and climate reporting; her experience with publicly-traded companies; her human rights related experience associated with global labor markets; and her non-profit work in support of service members and their families.

  17. Incumbent Directors Standing for Re-Election

    | STACIA A. HYLTON | Director since: 2016 |

  18. Incumbent Directors Standing for Re-Election

    Ms. Hylton, age 64, has served as a director since August 2016, and is a member of our Nominating and Governance Committee and Risk Committee. Since April 2022, Ms. Hylton has served as the Chief Executive Officer of KACE Company, a digital intelligence and cyber forensic company. Since 2016, Ms. Hylton has served as a Principal for LS Advisory, a New Jersey-based business solutions advisory consultancy. In 2010, U.S. President Barack Obama nominated Ms. Hylton to serve as Director of the U.S. Marshals Service (“USMS”), a federal agency with more than 5,600 employees responsible for federal judiciary security, fugitive operations, asset forfeitures, prisoner operations, transportation, and witness security, and served as Director of the USMS until her retirement in 2015. She served as the U.S. Attorney General’s Federal Detention Trustee in the U.S. Department of Justice from 2004 to 2010. From 1980 to 2004, Ms. Hylton served in progressively senior leadership positions within the USMS. Ms. Hylton serves as a director and member of the audit committee of Spok Holdings, Inc., a publicly traded provider of communications solutions and previously served as a director and member of the audit committee of the Board of Directors of Trust Stamp, Inc., a publicly traded company listed on the Euronext Growth equity trading market. Ms. Hylton is a Fellow for the National Academy for Public Administration and has served on the Board of Directors of the National Center for Missing and Exploited Children and Law Enforcement Exploring. Ms. Hylton has served on the Executive Committee for the International Chiefs of Police and the Accreditation and Policy Committees for the National Sheriffs Association. Ms. Hylton holds a bachelor’s degree in criminal justice from Northeastern University. In making the decision to nominate Ms. Hylton to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, her understanding of government through her public sector experience; her experience as a public company director and member of an audit committee; her unique understanding of the USMS; her civic and community involvement; and her professional experience with technological and cybersecurity concerns. The Board also considered Ms. Hylton’s experience with human rights issues related to our business, developed through leadership of a large, federal law enforcement and detention agency. In that role, Ms. Hylton led the establishment, revision, and compliance monitoring of human rights standards, engaged with nongovernmental organizations and national and international stakeholders and participated in policing and detention reform initiatives.

  19. Incumbent Directors Standing for Re-Election

    | HARLEY G. LAPPIN | Director since: 2018 |

  20. Incumbent Directors Standing for Re-Election

    Mr. Lappin, age 69, has served as a director and was employed as a special operations advisor to the leadership team of the Company from January 2018 until February 2022. Mr. Lappin served as our Executive Vice President and Chief Corrections Officer from 2011 until his retirement from such position on January 1, 2018. Prior to joining the Company in 2011, Mr. Lappin served from 2003 to 2011 as Director of the Bureau of Prisons (“BOP”). As Director of the BOP, Mr. Lappin had oversight and management responsibility for 116 federal prisons, 14 large, private contract facilities and more than 250 contracts for community corrections facilities, in total comprising more than 215,000 offenders managed by 38,000 employees. Mr. Lappin has received numerous awards throughout his career, including the Associate Warden of the Year award for the BOP’s South Central Region (1992); the BOP’s Excellence in Prison Management Award (2000); the Attorney General’s Award for Excellence in Management (2001); and the Presidential Rank Award of Meritorious Executive (2004). In 2010, he received the ACA’s E.R. Cass Award for Correctional Achievement, the highest honor bestowed by that organization. In 2015, Mr. Lappin received the Louie L. Wainwright Award from the Association of State Correctional Administrators (“ASCA”). Mr. Lappin has served as chair of the Standards Committee of the ACA, is a former board member of both the National Institute of Corrections and the Federal Prison Industry Board, and a former chair of the Prison Industry Committee of ASCA. Mr. Lappin holds a bachelor’s degree from Indiana University and a master’s degree in criminal justice from Kent State University. In making the decision to nominate Mr. Lappin to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, his comprehensive corrections industry experience, including executive leadership of federal and private sector correctional system operations; his public company leadership experience; his understanding of government through his public sector experience; and his extensive knowledge of the Company, its business, operations, facilities, customers and personnel through his past role as our Chief Corrections Officer. The Board also considered Mr. Lappin’s extensive experience with human rights issues affecting our business, such as safe and secure detention, respect for prisoner and detainee rights, labor management, and engagement with nongovernmental organizations. He acquired this experience while serving in various roles including executive leader of the nation’s largest corrections and detention system.

  21. Incumbent Directors Standing for Re-Election

    | THURGOOD MARSHALL, JR. | Director since: 2002 |

  22. Incumbent Directors Standing for Re-Election

    Mr. Marshall, age 68, has served as a director since December 2002, and serves as Chair of our Risk Committee and as a member of our Nominating and Governance Committee. Until his retirement in 2019, he served as a partner in the Washington D.C. office of the law firm of Morgan, Lewis & Bockius LLP, and a principal in the firm’s Morgan Lewis Consulting Group LLC, which assists business clients with communications, political and legal strategies. Mr. Marshall has held appointments in all three branches of the federal government. Prior to joining a predecessor of Morgan, Lewis & Bockius LLP in 2001, he served as Assistant to the President and Cabinet Secretary from 1997 to 2001. Mr. Marshall has served as Director of Legislative Affairs and Deputy Counsel to the Vice President, and as counsel to the Senate Judiciary Committee, the Senate Committee on Commerce, Science and Transportation and the Senate Government Affairs Committee. In 2006, he was confirmed by the United States Senate to serve on the Board of Governors of the United States Postal Service and served as Chair prior to completing his service in 2013. Mr. Marshall serves as a director of Genesco Inc., a publicly traded retailer of footwear, apparel, and accessories. He also serves as a director for En+Group, a public limited company focused on green metals and energy, where he also serves as Compliance Committee Chair and as a member of the Remuneration and the Health, Safety and Environment committees. He is a former member of the Board of Trustees of the Ford Foundation and the Ethics & Compliance Certification Institute. Mr. Marshall serves as a trustee on two non-profit boards – The Third Way and Campaign Legal Center. He formerly served as trustee of two other non-profit boards – President Lincoln’s Cottage, and the DC Grays. Mr. Marshall holds a bachelor’s degree and a juris doctor from the University of Virginia and served as a law clerk for United States District Judge Barrington D. Parker. Mr. Marshall also completed the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. In making the decision to nominate Mr. Marshall to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, his understanding of politics and the public sector through his varied government service and consulting work; his understanding of organizational governance and oversight through his service as a director in the public, non-profit and for-profit sectors; his understanding of legal, regulatory and compliance issues through his education and experience as a lawyer; his education in and experience with cybersecurity risk; and his understanding of climate, energy, and natural resources concerns gained from service on the board of a metals and energy company. The Board also considered Mr. Marshall’s extensive experience with and expertise in human rights issues, including his service as a board member of the American Bar Association’s Center for Human Rights, his work focusing on human rights issues as a staff member for Senator Edward M. Kennedy, and his service in the Administration of President Clinton in various roles affecting United States human rights policy.

  23. Incumbent Directors Standing for Re-Election

    | DEVIN I. MURPHY | Director since 2018 |

  24. Incumbent Directors Standing for Re-Election

    Mr. Murphy, age 65, has served as a director since November 2018. He serves on our Audit and Risk Committees as well as our Nominating and Governance Committee, on which he serves as Chair. Since July 2024, he has served as a director of Phillips Edison & Company, a NASDAQ listed real estate investment trust that is one of the nation’s largest owners and operators of grocery anchored shopping centers. Mr. Murphy served Phillips Edison as Managing Director of Investment Management from January 2024 until July 2024. Before that appointment, he served Phillips Edison as President from March 2019 to December 2023. Prior to that, he served as Chief Financial Officer of Phillips Edison for six years. Mr. Murphy also serves as a director of Macerich, one of the nation’s leading owners, operators, and developers of major retail properties, and as a Senior Advisor to Fifth Wall, the largest venture capital firm focused on the global real estate industry. Before joining Phillips Edison in 2013, Mr. Murphy worked for 27 years as an investment banker and held senior leadership roles at Morgan Stanley and Deutsche Bank, including several years as Global Head of Real Estate Investment Banking at Deutsche Bank. His Deutsche Bank team executed over 500 transactions of all types for clients, representing total transaction volume exceeding $400 billion, including initial public offerings, mergers and acquisitions, common stock offerings, and secured and unsecured debt offerings. Mr. Murphy began his banking career at Morgan Stanley in 1986 and held a number of senior positions including Vice Chairman, co-head of US Real Estate Investment Banking, and Head of Real Estate Private Capital Markets. He also served on the Investment Committee of the Morgan Stanley Real Estate Funds, a series of global private real estate funds with over $35 billion in assets under management. During his 20 years with Morgan Stanley, Mr. Murphy and his teams executed numerous capital markets and mergers and acquisitions transactions including a number of industry defining transactions. Mr. Murphy has been a director of six publicly listed companies, including the S&P 500 company Apartment Investment and Management Company, and was Chairman of Apartment Income REIT until its sale to Blackstone in June 2024. Mr. Murphy received a Bachelor of Arts in English and History with Honors from the College of William and Mary and a Master of Business Administration from the University of Michigan. In making the decision to nominate Mr. Murphy to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria above, his executive leadership of real estate and finance-focused organizations; his leadership experience as President of a public company; his knowledge of and experience in real estate, corporate finance, capital markets, and corporate governance; and his high-level leadership roles in complex mergers and acquisitions transactions and activities.

  25. Incumbent Directors Standing for Re-Election

    | JOHN R. PRANN, JR. | Director since: 2000 |

  26. Incumbent Directors Standing for Re-Election

    Mr. Prann, age 74, has served as a director since December 2000, and serves as Chair of our Audit Committee. He also serves as a member of our Compensation Committee. Mr. Prann has been retired since 2016. From 2009 to 2016, Mr. Prann served as Chair of the Board of Directors of a privately held motorsports business. From 2012 until 2014, Mr. Prann served as a Senior Advisor to The Pritzker Group, a private capital, venture capital and asset management firm. From 1993 to 2001, Mr. Prann served as President, Chief Executive Officer and Chief Operating Officer of Katy Industries, Inc., a publicly traded manufacturer and distributor of consumer products and maintenance cleaning products. Mr. Prann also served as President and Chief Executive Officer of CRL, Inc., a diversified holding company that held a 25% interest in Katy Industries, Inc. Mr. Prann served as a director of CPAC, Inc., a publicly traded chemicals and equipment business, and Dynojet Research, Inc. He has served as a partner with the accounting firm of Deloitte & Touche. Mr. Prann holds a bachelor’s degree in biology from the University of California, Riverside, and a master’s degree in business administration from the University of Chicago. In making the decision to nominate Mr. Prann to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience as president and chief executive of a public company and his understanding of accounting and finance issues through his education and career.

  27. Incumbent Directors Standing for Re-Election

    | S. DAWN SMITH | Director since 2025 |

  28. Incumbent Directors Standing for Re-Election

    S. Dawn Smith, age 61, has served as a director since March 2025. She has served as President of Cologix, Inc. (Cologix) since August 2018 and was formerly its President and Chief Operating Officer. At Cologix, she has responsibility for driving all aspects of design, construction, engineering, and operations of the firm’s extensive infrastructure of secure, hyperscale edge data center sites and solutions. Additionally, Ms. Smith is responsible for the IT, legal, HR and procurement functions at Cologix. From 2017 to 2018, she previously served as the executive vice president and chief legal officer of McAfee, where she led the legal and government relations organization globally. Prior to McAfee, Ms. Smith was the senior vice president and chief legal officer at VMware from 2009 to 2017. She previously served as a partner at Morrison & Foerster LLP from 2005 to 2009 and in legal advisory roles at Wilson Sonsini Goodrich & Rosati from 1996 to 2005, where she practiced for nearly a decade in corporate and securities law, including mergers and acquisitions, public company corporate governance, compliance, and venture capital transactions. Also, Ms. Smith served in the U.S. Navy’s nuclear propulsion program which manages the design, construction, and operation of nuclear-powered ships and facilities. She currently serves on the board of directors of Health Catalyst, Inc. Ms. Smith holds a B.S. from the U.S. Naval Academy, an M.B.A. from Providence College, and a J.D. from Stanford Law School. In making the decision to nominate Ms. Smith to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, her leadership experience, including serving as a Chief Operating Officer, Chief Legal Officer, and Chief Compliance Officer; her knowledge and leadership in the fields of law, corporate securities, and corporate governance; and her experience and leadership roles in technology companies. The committee also considered Ms. Smith’s experience in the area of human rights, demonstrated by her leadership in the area of increasing participation in the in-house legal field by minority aspirants, and her service in the military, a crucial source of a significant percentage of our workforce.

  29. Incumbent Directors Standing for Re-Election

    | STACEY M. TANK | Director since 2025 |

  30. Incumbent Directors Standing for Re-Election

    Stacey M. Tank, age 43, has served as a director since March 2025 and currently serves as Chief Executive Officer of Bespoke Beauty Brands, a role she has held since September 2023. Additionally, Ms. Tank is a Board Member at Interior Logic Group, Inc., where she serves on the Audit and Compliance committees. Previously, Ms. Tank served as Chief Transformation Officer of the Heineken Company from 2020 to 2023 and at The Home Depot from 2015 to 2020, where her responsibilities included leading the multi-billion-dollar Home Depot Installation Services and Home Depot Measurement Services businesses. She also served as President of The Home Depot Foundation. Ms. Tank is the Founder and CEO of Our Happy Place, a non-profit focused on childhood mental wellness. Ms. Tank is a fellow at the Aspen Institute and the World Economic Forum and holds a Bachelor of Science in Marketing Management and Television-Radio-Film from Syracuse University. In making the decision to nominate Ms. Tank to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, her executive and board experience, including serving as a chief executive officer, board member, and non-profit sector leader; and her experience and leadership roles across multiple and distinct industries. The committee also considered Ms. Tank’s commitment to advancing human flourishing and mental health, as demonstrated by her role as a founder and leader of a mental health support non-profit. Finally, the committee noted Ms. Tank’s leadership in the construction and renovation industry as well as in associated supply chain concerns, which closely relates to a significant component of our resident rehabilitation, vocational, and post-release employment opportunities.

  31. Incumbent Directors Standing for Re-Election

    | NINA A. TRAN | Director since 2025 |

  32. Incumbent Directors Standing for Re-Election

    Nina A. Tran, age 56, has served as a director since March 2025, and currently serves as a board member of American Asset Trust, a publicly-traded real estate investment trust (REIT) where she also serves on the Audit and Corporate Governance and Nominations Committee. Ms. Tran also currently serves as a director and is the audit committee chairperson of both Compass Datacenters and Catalyst Impact Fund. Currently, Ms. Tran is an advisor to Roofstock, Inc., a leading proptech platform for single-family rental investors. From March 2021 until December 2022, Ms. Tran served as the chief financial officer for Pacaso, a real estate technology company focused on second home co-ownership. From 2016 to 2021, Ms. Tran was the chief financial officer at Veritas Investments, Inc., an owner and manager of mixed-use real estate properties. From 2013 to 2016, Ms. Tran served as the chief financial officer of Starwood Waypoint Residential Trust, a leading publicly-traded REIT that owns and operates single-family rental homes. Prior to joining Starwood Waypoint, Ms. Tran spent 18 years at Prologis, Inc., the largest publicly-traded global industrial REIT. Ms. Tran served as senior vice president and chief accounting officer, and most recently as chief global process officer, where she helped lead the merger integration between AMB and Prologis. Prior to Prologis, Ms. Tran was a senior associate with PricewaterhouseCoopers. From 2016 to 2024, Ms. Tran served on the board of directors and was the audit committee chairperson of Apartment Income REIT before the company was taken private. Ms. Tran also previously served on the advisory board of the Asian Pacific Fund. Ms. Tran holds a Bachelor of Science degree in Accounting at California State University East Bay. In making the decision to nominate Ms. Tran to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, her executive and board experience, including her leadership as chief financial officer; her extensive knowledge of real estate, financing transactions, and investor relations, as demonstrated across multiple organizations; and her extensive experience with organizational transformation and strategy. The committee also considered her commitment to human rights as demonstrated by her service as an advisor to organizations dedicated to expanding opportunities for an historically disadvantaged group.

  33. Incumbent Directors Not Standing for Re-Election

    Incumbent Directors Not Standing for Re-Election

  34. Incumbent Directors Not Standing for Re-Election

    | ROBERT J. DENNIS | Director since: 2013 |

  35. Incumbent Directors Not Standing for Re-Election

    Mr. Dennis, age 71, does not plan to stand for re-election at our virtual Annual Meeting. He has served as a director since February 2013, and serves as Chair of our Compensation Committee and as a member of our Executive Committee. Mr. Dennis served as the Executive Chair of the Board of Directors of Genesco Inc., a publicly traded retailer of footwear, apparel, and accessories, from February 2020 until his retirement on June 30, 2020. Previously, Mr. Dennis served as Genesco’s President and Chief Executive Officer from 2008 until February 2020 and as Chair from April 2010 to February 2020. Prior to joining Genesco, Mr. Dennis held senior management positions with Hat World Corporation and Asbury Automotive and was a partner and leader of the North American Retail Practice with McKinsey & Company. Mr. Dennis serves as a director, chair of the Compensation Committee, and member of the governance and finance and investment committees of HCA Holdings, Inc., a publicly traded health care services company. Mr. Dennis serves on the Board of Trustees of the United Way of Metropolitan Nashville, the Board of Leadership Nashville, the Board of the Nashville Chamber of Commerce, and serves on the Board of Visitors at Vanderbilt University’s Owen School of Management. Mr. Dennis holds a master’s degree in business administration, with distinction, from the Harvard Business School, and bachelor’s and master’s degrees from Rensselaer Polytechnic Institute.

  36. Incumbent Directors Not Standing for Re-Election

    | ANNE L. MARIUCCI | Director since 2011 |

  37. Incumbent Directors Not Standing for Re-Election

    Ms. Mariucci, age 67, does not plan to stand for re-election at our virtual Annual Meeting. She has served as a director since December 2011 and serves as a member of our Audit Committee and our Compensation Committee. Since 2000, Ms. Mariucci has served as a general partner at MFLP, a Phoenix-based family office investment entity. Since 2003, she has been affiliated with private equity firms Hawkeye Partners (Austin, Texas), Inlign Capital Partners (Phoenix, Arizona), and Glencoe Capital (Chicago, Illinois). Prior to 2003, Ms. Mariucci served in a variety of senior executive roles with Del Webb Corporation, and following its 2001 merger with Pulte Homes, Inc., as President of Del Webb Group and Senior Vice President of Strategy for Pulte Homes, Inc. Ms. Mariucci serves as a director of Taylor Morrison Home Corporation, a publicly traded homebuilder, where she serves as Chair of the Compensation Committee and as a member of the Audit Committee. Ms. Mariucci also serves as a director of Southwest Gas Holdings, Inc., a publicly traded holding company, where she serves as Chair of the Strategic Transactions Committee and as a member of the Compensation and Nominating and Corporate Governance committees. Ms. Mariucci also serves as a director of Centuri Holdings, Inc., a majority-owned subsidiary of Southwest Gas Corporation, where she is a member of the Compensation Committee and the Chair of the Corporate Governance Committee. Ms. Mariucci serves as a director of Berry Corporation, a publicly traded energy company, where she also serves as Chair of the Human Capital and Compensation Committee and a member of the Audit and Nominating and Governance committees. She is also Chair of the board of Banner Health, one of the nation’s largest hospital/health care organizations, with additional service on the Finance, Audit, and Investment committees. Ms. Mariucci serves as a director of the Arizona State University Foundation and the Fresh Start Women’s Foundation. Ms. Mariucci is a past director of the Arizona State Retirement System, Scottsdale Healthcare, and Action Performance Companies, as well as a past trustee of the Urban Land Institute. She also served on the Arizona Board of Regents. Ms. Mariucci holds a bachelor’s degree in accounting and finance from the University of Arizona and completed the corporate finance program at the Stanford University Graduate School of Business.

  38. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  39. Stock Price Performance and TSR Ranking Within Our Peer Group

    Stock Price Performance and TSR Ranking Within Our Peer Group Our stock price increased from a closing price of $14.53 at fiscal year-end 2023 to $21.74 at fiscal year-end 2024. We believe our stock price was positively impacted by the continuing successful execution of our capital allocation strategy and our achievement of occupancy growth within new and existing partner relationships among federal, state, and local agencies as well as perceptions regarding our prospects for growth, primarily with our federal partners. We believe the positives mentioned above offset the negative impacts to our stock price of the discontinuation of our South Texas Family Residential Center contract effective August 9, 2024, and the termination of our California City Correctional Center lease effective March 31, 2024. Our total stockholder return (“TSR”) for 2024 and the three-year and five-year periods ended December 31, 2024, and ranking within our peer group (as set forth under Compensation Discussion and Analysis—Process for Determining Compensation—Independent Review and Use of Market Data—Peer Group Review and Update), are presented below. On March 21, 2025, our closing stock price was $20.01.

  40. Stock Price Performance and TSR Ranking Within Our Peer Group

    | | TSR(1) (%) | Percentile Ranking Within Peer Group(1) (%) | | One-year TSR (12/31/2023 - 12/31/2024) | 50% | 90% | | Three-year TSR (12/31/2021 - 12/31/2024) | 118% | 96% | | Five-year TSR (12/31/2019 - 12/31/2024) | 33% | 40% |

  41. Stock Price Performance and TSR Ranking Within Our Peer Group

    | (1) TSR and Percentile Ranking within Peer Group were calculated by Exequity, our independent compensation consultant, using the Peer Group discussed in Compensation Discussion and Analysis—Process for Determining Compensation—Independent Review and Use of Market Data—Peer Group Review and Update. |

  42. Elements of CEO and Other NEO Average Target Compensation(1)

    | (1) The percentages of total compensation for our CEO and the average of our other NEOs as calculated above are based on the 2024 base salary and the value of executive-level perquisites paid to the CEO and other NEOs which were not paid generally to all employees, the 2024 annual cash incentive compensation award (assuming achievement at the target level (such award was ultimately paid at 202.4% for our CEO and 162.0% for our other NEOs)), the grant date fair value of the performance-based RSU awards granted in February 2024 (assuming vesting at the target achievement level) and the grant date fair value of the time-based RSU awards granted in February 2024. Each compensation element is outlined in more detail in the 2024 Summary Compensation Table on page 68 below. For the NEOs other than the CEO, the chart above is based on the average of each category. |

  43. Key Elements of Our Compensation Program

    | Compensation Element | Key Characteristics | Why We Use This Element | Considerations in Setting Pay Amount | 2024 Decisions | | Base Salary | • Fixed compensation • Payable in cash • Reviewed annually • Adjusted when appropriate | • To attract and retain qualified executives • Compensates for roles and responsibilities • Provides a secure level of guaranteed compensation | • Level of responsibility • Experience, skills and performance • Competitive labor market | • Our CEO received a 3% increase in base salary, and our other NEOs (on average) received a 3% increase in base salary during 2024 | | Short-Term Cash Incentive Compensation | • Variable compensation • Cash-based • Adjusted annually as appropriate • Tied to preset performance targets | • Motivates and rewards • Incentivizes pursuit of short-term strategic goals | • Adjusted EBITDA • Four Short-Term Goals (as defined below) focused on breakthrough achievements • Four Strategic Business Goals (as defined below) focused on improving lives and respecting human rights of residents and employees | • Financial performance exceeded target level • Short-Term Goals were not achieved • Three of four strategic Business Goals achieved resulting in a 1.1x modifier • CEO and NEOs received payout of 202.4% and 162.0% of base salary, respectively | | Long-Term Equity Incentive Compensation | • Variable compensation • Performance-based RSUs and Time-based RSUs, vesting ratably over three years | • Motivates and rewards • Incentivizes pursuit of long-term value • Encourages multi-year retention of executives • Aligns with shareholder interests | • Performance-based RSUs vest from 50-150% of grant over three years based on Normalized FFO targets set annually • Performance-based RSUs modified by Relative TSR(1) • Time-based RSUs vest ratably over three years • Special One-Time Award to Mr. Hininger of RSUs that vest on the later of the second anniversary of the award or the date of the delivery of the audited financial statements for the fiscal year ended December 31, 2025; provided, that the Normalized FFO per share for the year ending December 31, 2025 exceeds the Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share | • CEO granted a 70/30, performance/time-based split of RSUs in 2024; other NEOs granted 50/50 split • Normalized FFO exceeded target • Relative TSR(1) at the 91st percentile resulting in a 1.2x modifier • In 2024, the Special One-time Award was awarded to Mr. Hininger linked to the Company’s Normalized FFO per share performance for the year ended December 31, 2025 compared to the year ended December 31, 2024 to further incentivize and encourage multi-year retention. |

  44. Key Elements of Our Compensation Program

    | (1) Relative TSR (“rTSR”) was determined by comparing our Company’s total shareholder return (“TSR”) against the companies comprising the Russell 2000. This calculation was performed by Exequity, our independent Compensation Consultant, at the request of our Compensation Committee. More information on the Compensation Committee’s use of rTSR can be found under the heading Compensation Discussion and Analysis—2024 Performance-Based RSU Awards (2024-2026 Performance Period). |

  45. Compensation Practices

    | • | Design of Our Annual Cash Incentive Plan—As described below under Annual Cash Incentive Plan on page 52, our annual cash incentive plan is performance-based, and a failure to achieve the minimum performance level in either Adjusted EBITDA or the failure to accomplish our Short-Term Goals results in zero bonus opportunity for such category (i.e., all this compensation is “at risk”). Further, the bonus opportunity provided by our annual cash incentive plan is increased or decreased based upon the level of achievement of certain Strategic Business Goals. |

  46. Compensation Practices

    | • | Design of Our Long-Term Equity Incentive Compensation Program—As described under Long-Term Incentive Compensation on page 57, a significant portion of our NEO’s long-term incentive compensation is in the form of performance-based RSUs which vest based on the achievement of annual Normalized FFO performance targets and are subject to an rTSR modifier, which may positively or negatively adjust the number of performance-based RSUs vesting, if any. As described on page 57, the failure to achieve the minimum Normalized FFO performance target in a particular year results in no RSUs vesting and the forfeiture of that year’s performance-based award. Normalized FFO is an amount calculated and presented on the basis of methodologies other than in accordance with GAAP and is defined in Appendix A to this Proxy Statement. Please refer to Appendix A for further explanation and reconciliation of Normalized FFO to net income, its most directly comparable GAAP measure. |

  47. Compensation Practices

    In addition, in 2024 a special one-time performance-based RSU grant was given to our Chief Executive Officer, Mr. Hininger, in recognition of his substantial contributions to the Company and to encourage retention of Mr. Hininger for a multi-year period. As described on page 61 below, the vesting of this award is contingent upon the Company’s Normalized FFO per share for the year ending December 31, 2025, exceeding the Company’s Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share. If the performance vesting criteria are not met, the RSUs granted under this Special One-Time Award will be forfeited.

  48. Compensation Practices

    | • | No Tax “Gross Ups” for Severance Payments—As described in Potential Payments upon Termination or Change of Control on page 73, we do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO. |

  49. Process for Determining Compensation – Independent Review and Use of Market Data

    Process for Determining Compensation – Independent Review and Use of Market Data

  50. Role of Compensation Committee

    Role of Compensation Committee Our Compensation Committee establishes and regularly reviews our compensation philosophy and programs, exercises authority with respect to the determination and payment of base and incentive compensation to executive officers and administers our Amended and Restated 2020 Stock Incentive Plan (the “2020 Plan”). Our Compensation Committee annually reviews executive compensation and our compensation programs to ensure our CEO and the other executive officers are rewarded appropriately for their contributions to our success, and our overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. Our Compensation Committee conducts this review and makes compensation decisions through a comprehensive process involving a series of meetings primarily occurring in the first and second quarters of each year. Compensation Committee meetings typically are attended by our Compensation Committee members, our Chair, our CEO and, upon request, the Compensation Committee’s independent compensation consultant. As with all Board committees, other Board members also have a standing invitation to attend our Compensation Committee’s meetings. Our CEO generally makes recommendations to our Compensation Committee regarding equity awards for the executive officers other than himself. Our Compensation Committee meets in executive session to the extent the members deem necessary or appropriate to ensure independent analysis and determinations. For example, executive sessions are generally convened to discuss the CEO’s compensation and the Committee’s evaluation of the CEO’s performance outside the presence of the CEO and other members of management. Additional information regarding our Compensation Committee and its meetings is included above under Corporate Governance—Board Meetings and Committees. In making executive compensation determinations, our Compensation Committee performs an overall analysis of each executive’s individual job performance, position, experience, and level of responsibilities, impact on the execution of our strategy, contributions to our corporate performance, job tenure, and potential. The Compensation Committee relies on its general experience and subjective considerations of various factors, including our strategic business goals, information with respect to the peer group set forth below, proprietary and publicly available compensation surveys, and data with respect to other public companies provided by our compensation consultant, Exequity. Our Compensation Committee does not set specific targets or utilize any formulaic benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash and non-cash compensation or short-term and long-term compensation. In addition, our Compensation Committee uses proprietary and publicly available compensation surveys and data with respect to other public companies provided by Exequity to obtain a general understanding of current compensation practices, including to confirm that the base salary and other elements of target total compensation opportunity for our executive officers are at a market-competitive level. Our Compensation Committee does not specifically target or benchmark in any formulaic manner any element of compensation or the total compensation payable to NEOs based on the foregoing factors. Based on these objectives, our Compensation Committee has determined we should provide our executives with compensation packages comprising these primary elements:

  51. Role of Compensation Committee

    | Annual Base Salary | Annual Cash Incentive Compensation | Long-term Performance- Based Equity Incentive | Long-term Time-Based Equity Incentive | | Compensates our NEOs for their roles and responsibilities and provides a secure level of guaranteed compensation. | Tied to achievement of objective financial performance and achievement of Short-Term Goals (as defined below); and modified by success or failure on Strategic Business Goals established annually by our Compensation Committee. | Tied to the objective financial performance of the Company; modified positively or negatively by our Company’s rTSR; and strengthens the commonality of interests between executive officers and our stockholders. | Vests based on the passage of time and supports the retention of skilled NEOs who are incentivized to make decisions that support sustainable business operations and value creation over the long-term. |

  52. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant Our Compensation Committee has engaged an independent compensation consultant, Exequity, to assist in reviewing compensation strategies and plans and to provide proprietary and publicly available compensation surveys and data with respect to other public companies. When requested, Exequity works directly with the Chair of our Compensation Committee and as directed by the Chair of our Compensation Committee, with our CEO and other executive officers. Exequity representatives also attend Compensation Committee meetings when requested by the Compensation Committee. Exequity was selected due to its extensive experience in providing compensation consulting services and its status as a nationally recognized advisor on executive and director compensation programs. At our Compensation Committee’s request, Exequity has from time to time performed compensation analyses, including peer and market comparisons, internal pay equity assessments, updating of the executive salary structure, and modeling of executive compensation levels at different levels of Company performance. These analyses and input from Exequity have assisted our Compensation Committee in determining whether our strategies and plans were advisable based on the Company’s current financial position and Strategic Business Goals, competitive with our peers and consistent with current practices in corporate governance and compensation design. Additional information regarding the engagement and independence of Exequity as independent compensation consultant to our Compensation Committee is included above under the heading Corporate Governance—Board Meetings and Committees.

  53. Peer Group Review

    Peer Group Review In 2024, at the request of our Compensation Committee, Exequity assessed the appropriateness of our existing peer group and selection methodology. In reviewing the existing peer group, the Compensation Committee sought to identify which of the Company’s 2023 peer group members were appropriate going forward. In 2024, the Compensation Committee considered the recommendations of Exequity in its use of the following criteria for assessing the appropriateness of the companies in our 2023 peer group going forward:

  54. Peer Group Review

    | • | Owners and operators of multi-state facilities and complex operations; |

  55. Peer Group Review

    | • | Revenues of $700 million to $4 billion; |

  56. Peer Group Review

    | • | Greater than 1,000 employees; |

  57. Peer Group Review

    | • | Market capitalization of $600 million to $8 billion; |

  58. Peer Group Review

    | • | Investment in fixed assets of $1 billion to $6 billion; |

  59. Peer Group Review

    | • | Local competitors for executive talent; |

  60. Peer Group Review

    | • | Dependence on the maintenance and development of a stable workforce and an emphasis on human dignity; and |

  61. Peer Group Review

    | • | Future growth heavily dependent upon the acquisition or development of additional facilities. |

  62. Peer Group Review

    Applying the foregoing selection criteria and Exequity’s input, and considering the Company’s overall compensation strategy, our Compensation Committee determined no peer group changes were warranted. For this reason, the 2024 peer group remained unchanged from the previous year.

  63. Peer Group Review

    | Acadia Healthcare Company, Inc. | Hilton Grand Vacations Inc. | | Americold Realty Trust | Hyatt Hotels Corporation | | Boyd Gaming Corporation | Marriott Vacations Worldwide Corporation | | Brinks Company (The) | Patterson-UTI Energy, Inc. | | Brookdale Senior Living | Red Rock Resorts, Inc. | | Cinemark Holdings, Inc. | Ryman Hospitality Properties, Inc. | | Ensign Group, Inc. (The) | Smith & Wesson Brands, Inc. | | FirstCash, Inc. | Sturm, Ruger & Company, Inc. | | GEO Group, Inc. (The) | Surgery Partners, Inc. | | Helmerich & Payne, Inc. | Universal Corporation |

  64. Peer Group Review

    While none of our peer group companies met all the selection criteria above, each peer group company met five or more of the selection criteria. At the time the Compensation Committee reviewed the peer group, our revenue was at approximately the 34th percentile when compared with the revenue of our peers.

  65. Components of NEO Compensation

    | • | Annual cash incentive compensation; and |

  66. Components of NEO Compensation

    | • | Long-term incentive compensation consisting of a mix of performance- and time-based RSU awards. |

  67. Annual Base Salary

    Annual Base Salary We seek to provide base salaries for our executive officers that provide a secure level of guaranteed cash compensation in accordance with their experience, skills, performance, and job roles and responsibilities. Typically, in the second quarter of each year, our Compensation Committee reviews and, if applicable, approves an annual salary plan for our executive officers, considering several factors, including prior year’s salary, responsibilities, tenure, individual performance, salaries paid by companies in our peer group for comparable positions, the Company’s overall pay scale, and the Company’s recent and projected financial performance. Our Compensation Committee also solicits the views and recommendations of our CEO, in consultation with our Chair, when setting the base salaries of the other executive officers, given their respective insight into internal pay equity and positioning matters, as well as executive performance. At a Compensation Committee meeting typically held in the second quarter of each year, our CEO summarizes his assessment of the performance during the previous year of each of the other executive officers. Our CEO, in consultation with our Chair, also provides his recommendations on any compensation adjustments. Our Compensation Committee approves any base salary adjustments for these executives based on factors such as the competitive compensation analysis, our CEO’s assessment of individual performance, the Company’s performance, the location of the executive’s current salary within the applicable salary range, general market conditions, and internal pay equity considerations. The process is similar for determining any base salary adjustments for our CEO, except our CEO does not provide our Compensation Committee with a recommendation. Our CEO presents a self-assessment of his performance during the year to our Compensation Committee, which then approves any base salary adjustment based on the factors described above with respect to our other executives. To the extent it deems necessary and appropriate, our Compensation Committee meets in executive sessions to discuss adjustments to the base salaries of our executive officers, including our CEO. Such adjustments typically take effect on or about July 1 of each year. In 2024, base salary represented approximately 16.3% of our CEO’s total direct compensation package (and, on average, approximately 24.2% of our other NEOs’ total compensation package at target performance (calculated in the manner described on page 44)). Specifically, the Compensation Committee considered each NEO’s current base pay, considering base salary levels paid to persons holding similar positions at peer companies, as well as the relative responsibilities of each NEO role within our Company. Based on its review, the Compensation Committee determined that a 3% increase in Mr. Hininger’s base salary was necessary to continue to maintain a market-competitive level of compensation for Mr. Hininger, considering his experience level and job responsibilities. The Compensation Committee also increased the base salaries of the other NEOs by 3%, to maintain a market-competitive level of compensation for these executives, based on the review described above. Based on its review of the factors described above, the Compensation Committee determined that the base salary amounts for the NEOs should be set at the following levels:

  68. Annual Cash Incentive Plan

    Annual Cash Incentive Plan Our annual cash incentive plan provides our executive officers with an opportunity to earn cash compensation based on the extent to which objective performance targets set in advance by our Compensation Committee are met. In 2024, assuming performance at the target level of achievement, annual cash incentive compensation represented approximately 22.0% of our CEO’s total compensation package and, on average, 26.1% of our other NEOs’ total compensation packages (calculated in the manner described on page 44). In 2024, our Compensation Committee concluded the competitiveness of our annual cash incentive plan for attracting, retaining, and motivating qualified, knowledgeable, and talented executives, as well as its alignment with our capital allocation and growth strategies, would be sustained by:

  69. Annual Cash Incentive Plan

    | • | including Adjusted EBITDA (as described below) as a financial performance metric; |

  70. Annual Cash Incentive Plan

    | • | linking a fixed percentage to the Company’s success or failure in achieving specific Short-Term Goals (as described below); |

  71. Annual Cash Incentive Plan

    | • | subjecting the combined results of the two cash incentive metrics above to a modifier based on the achievement of Strategic Business Goals (as described below). |

  72. Annual Cash Incentive Plan

    The Compensation Committee determined to use Adjusted EBITDA as a financial metric, because it is a primary metric used by the Company to assess performance and the Company’s ability to service and repay debt (a strategic focus of the Board of Directors and management team following the Company’s conversion from a REIT to a taxable C Corporation, effective January 1, 2021), and the Compensation Committee concluded that aligning incentive compensation with this metric would reinforce the Company’s business strategies. Adjusted EBITDA is not impacted by taxes and short-term financing decisions, such as debt refinancing and equity issuances or repurchases that are not reflective of operating performance. The Compensation Committee believes that the Adjusted EBITDA performance metric properly places focus on the Company’s correctional, detention and residential reentry businesses conducted by the Safety segment and Community segment, as well as addresses the efficient and effective management of our Properties segment. Adjusted EBITDA is an amount calculated and presented on the basis of methodologies other than in accordance with GAAP. Please refer to Appendix A for further explanation and reconciliation of Adjusted EBITDA to net income, its most directly comparable GAAP measure. The Compensation Committee also identified four short-term, high-impact goals and determined to tie a specific portion of the NEOs’ short-term incentive compensation opportunity to their achievement. In doing so, the Compensation Committee sought to specifically incentivize performance in pursuit of these high-impact goals. The short-term business goals (each a “Short-Term Goal,” or “STG,” and collectively the “Short-Term Goals”) specified for 2024 were: STG-1: Activation of a vacant facility or transition a soon-to-be-vacant facility’s use to prevent idling due to contract loss. The Compensation Committee established this goal under which the Company must either activate a long-idled (more than twelve months) facility with a new contract or replace the user of a facility where a contract has been terminated quickly enough that the facility would not be permitted to become idle. The Company’s California City Correctional Center was excluded from consideration under this goal because of the independent goal established for such facility under STG-4. STG-2: Sell or lease an underperforming or vacant prison, jail, or detention center. The Compensation Committee established a goal under which the Company must sell or lease a facility deemed underperforming or a long-vacant facility (more than twelve months). The Company’s California City Correctional Center was excluded from consideration under this goal because of the independent goal established for such facility under STG-4. STG-3: Execute a Monitoring Services Contract. Under this goal the Compensation Committee required that the Company execute an agreement either with a federal partner directly or via a third party in contract with a federal partner to implement a non-residential electronic location monitoring service. Under such an arrangement, the Company would monitor the locations of migrants, parolees, or probationers who were under the charge of a federal agency or a federal court. STG-4: Lease, Sell, or Contractually Reactivate the California City Correctional Center. In anticipation of the March 2024 termination of the California City Correctional Center lease, the Compensation Committee established a goal under which the Company would achieve a solution for the California City Correctional Center under which the facility would be sold, leased to another user, or contractually reactivated to serve another governmental partner. Further, the Compensation Committee deemed it appropriate to cause any resulting cash bonus to which our NEOs were eligible to receive as a result of the achievement of the performance targets established for Adjusted EBITDA and/or the Short-Term Goals to be subjected to a Strategic Business Goals modifier, which may increase or decrease such cash bonus depending on the level of achievement of the Strategic Business Goals established by the Compensation Committee. The Compensation Committee adopted objective Strategic Business Goals as a performance modifier to the annual cash incentive compensation because our Compensation Committee believes that value is returned to our stockholders when we invest in the lives and futures of our workforce and those entrusted to our care by our government partners. Our Compensation Committee believes the addition of the Strategic Business Goals modifier strikes an appropriate balance in rewarding our executive officers for achieving positive financial results in the near-term, while strengthening their focus on the successful execution of our long-term growth strategy, as well as the development of both our workforce and those entrusted to our care by our government partners. Achievement of the Strategic Business Goals is determined by our Compensation Committee based on their assessment of our performance with respect to the Strategic Business Goals. For these reasons, the entirety of each NEO’s annual cash incentive bonus opportunity for 2024 was subjected to a modifier tied to achievement of the following four goals: Organization and Culture. The Compensation Committee determined that the Company would need to complete each of the following organization and culture objectives to satisfy this goal: (a) development and approval of action plans based on the Denison Culture survey results for all facilities surveyed and the corporate headquarters, and (b) initiation of action plans based on the Denison Culture survey results for all facilities surveyed and the corporate headquarters. Human Rights. The Compensation Committee required the Company to complete a human rights risk assessment at a minimum of 50% of facilities housing immigrant detainees and four additional locations as determined by executive management in order to satisfy this goal. Reentry and Human Dignity. To satisfy this goal, the Compensation Committee required the Company to complete three of the following four goals: (a) identify and implement three new Overdose Prevention strategies applicable to both Community and Safety division facilities; (b) produce three white papers on program effectiveness; (c) increase the amount of self-directed digital content available to facility residents by adding five new digital content programs; and (d) pilot a Program Fidelity Tool at three facilities by June 30, 2024 and achieve full implementation by December 31, 2024. Frontline Employee Vacancies. The Compensation Committee established this goal under which the Company would achieve a 5.3-point reduction in the frontline vacancy rate by December 31, 2024, as compared to December 31, 2023. The Strategic Business Goals modifier can increase or decrease the amount of annual cash incentive compensation calculated based on Adjusted EBITDA and the Short-Term Goals, which could also result in annual cash incentive compensation above the maximums or below the minimums described below: The table below sets forth the performance targets and corresponding percentage of base salary amounts to be awarded to our CEO and other NEOs based on the achievement of Adjusted EBITDA during the year ended December 31, 2024, as established by the Compensation Committee on February 15, 2024. Under this established framework, Adjusted EBITDA and the Short-Term Goals metric determine the percentage of the annual cash incentive award before such award is adjusted upward or downward based on the achievement of Strategic Business Goals:

  73. Annual Cash Incentive Plan

    | 2024 Annual Cash Incentive Opportunity | | | | | | | | Adjusted EBITDA Target | Adjusted EBITDA ($) | CEO Bonus % of Base Salary (%) | Other NEO Bonus % of Base Salary (%) | Short-Term Goals | CEO Bonus % of Base Salary (%) | Other NEO Bonus % of Base Salary (%) | | Minimum | $276,075,000 | 72.50% | 58.00% | STG-1 | 5.0% | 4.0% | | | $279,142,500 | 78.75% | 63.00% | STG-2 | 5.0% | 4.0% | | | $282,210,000 | 85.00% | 68.00% | STG-3 | 5.0% | 4.0% | | | $285,277,500 | 91.25% | 73.00% | STG-4 | 15.0% | 12.0% | | | $288,345,000 | 97.50% | 78.00% | | | | | | $291,412,500 | 103.75% | 83.00% | | | | | | $294,480,000 | 110.00% | 88.00% | | | | | | $297,547,500 | 116.25% | 93.00% | | | | | | $300,615,000 | 122.50% | 98.00% | | | | | | $303,682,500 | 128.75% | 103.00% | | | | | Target | $306,750,000 | 135.00% | 108.00% | | | | | | $309,817,500 | 141.25% | 113.00% | | | | | | $312,885,000 | 147.50% | 118.00% | | | | | | $315,952,500 | 153.75% | 123.00% | | | | | | $319,020,000 | 160.00% | 128.00% | | | | | | $322,087,500 | 166.25% | 133.00% | | | | | | $325,155,000 | 172.50% | 138.00% | | | | | | $328,222,500 | 178.75% | 143.00% | | | | | | $331,290,000 | 185.00% | 148.00% | | | | | | $334,357,500 | 191.25% | 153.00% | | | | | Maximum | $337,425,000 | 197.50% | 158.00% | | | |

  74. Annual Cash Incentive Plan

    Under the annual cash incentive opportunity, a failure to achieve the minimum bonus level in the Adjusted EBITDA category or a failure to achieve any of the Short-Term Goals results in zero bonus opportunity for that category. The CEO and NEOs may achieve a pro-rata share of the Short-Term Goals amount by satisfying one, two, or three of the four Short-Term Goal components. Similarly, achievement of performance above the maximum bonus level in the Adjusted EBITDA category results in a bonus opportunity at the maximum level only for that category. Assuming the achievement of Adjusted EBITDA at or above the minimum level, the percentage of salary awarded for performance falling between the listed achievement levels is determined by using straight-line interpolation. Because the Short-Term Goals category components are each success or failure only, there is no means by which an NEO could exceed that measure nor is any straight-line interpolation necessary or possible. Cash incentive awards achieved under the 2024 Annual Cash Incentive Opportunity table above are further increased or decreased based upon the achievement of Strategic Business Goals established by our Compensation Committee on February 15, 2024, in accordance with the table below.

  75. Strategic Business Goals Modifier Table

    For 2024, we generated $330.8 million of Adjusted EBITDA. We failed to achieve any of the Short-Term Goals. As a result, our CEO’s annual cash incentive opportunity using straight-line interpolation was 184.0% of base salary and our other NEOs’ annual cash incentive opportunity using straight-line interpolation was 147.2% of base salary, before the application of the Strategic Business Goals modifier. As indicated in the table below, the Compensation Committee determined that we achieved three of our Strategic Business Goals, which resulted in a Strategic Business Goals modifier of 1.1x. The following table reflects our Compensation Committee’s determination of the appropriate modifier based on Strategic Business Goals established by the Compensation Committee on February 15, 2024:

  76. Calculation of Actual Cash Incentive Compensation

    Calculation of Actual Cash Incentive Compensation

  77. Calculation of Actual Cash Incentive Compensation

    | | 2024 Base Salary(1) | 2024 Target | | Actual Adj EBITDA | | Short Term Goals (Fail) | | Strategic Business Goal | Cash Incentive Compensation | | | Hininger | $1,092,582 | 135% | $1,474,986 | 184.0% | $2,010,747 | 0% | $0 | 110% | 202.4% | $2,211,822 | | Garfinkle | $575,967 | 108% | $622,044 | 147.2% | $847,990 | 0% | $0 | 110% | 162.0% | $932,789 | | Swindle | $542,752 | 108% | $586,172 | 147.2% | $799,089 | 0% | $0 | 110% | 162.0% | $878,998 | | Grande | $585,686 | 108% | $632,541 | 147.2% | $862,299 | 0% | $0 | 110% | 162.0% | $948,529 | | Mayberry | $542,752 | 108% | $586,172 | 147.2% | $799,089 | 0% | $0 | 110% | 162.0% | $878,998 |

  78. Calculation of Actual Cash Incentive Compensation

    | (1) The amounts in this column reflect the base salary actually paid by the Company to the NEO during the year and reflect, to the extent applicable, any changes in base salary during the year. |

  79. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our pay mix is weighted toward equity compensation because we believe long-term, equity-based incentive compensation strengthens and aligns the interests of our executive officers with our stockholders. Equity incentive awards are generally granted to our executive officers on an annual basis. In 2024, long-term equity incentive compensation represented approximately 59.5% of our CEO’s total direct compensation package and, on average, approximately 47.1% of our other NEOs’ total compensation package (calculated in the manner described on page 44).

  80. Long-Term Equity Incentive Compensation Plan Components

    Long-Term Equity Incentive Compensation Plan Components Our long-term equity incentive plan components are:

  81. Performance-Based RSUs

    Performance-Based RSUs

  82. Performance-Based RSUs

    | • | Vest annually over a three-year period based on the achievement of an annual Normalized FFO performance target and subject to an rTSR modifier, which may positively or negatively adjust the number of performance-based RSUs vesting. |

  83. Performance-Based RSUs

    | • | As it relates to Mr. Hininger, a special one time-award of 70,225 performance-based RSUs were awarded by the Compensation Committee to Mr. Hininger in 2024 at a fair market value of $14.24 per share on February 15, 2024, that vests on the later of the second anniversary of the award or the date of the delivery of the audited financial statements for the fiscal year ended December 31, 2025; provided, that the Normalized FFO per share for the year ending December 31, 2025 exceeds the Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share (the “Special One-Time Award”). If the performance vesting criteria is not achieved, the RSUs granted under the Special One-Time Award will be forfeited. |

  84. Performance-Based RSUs

    | • | Awards settled in stock, with cash dividends on RSUs, if any, being paid in cash only for RSUs that ultimately vest upon the achievement of performance targets. |

  85. Performance-Based RSUs

    | • | Granted to NEOs, executive officers and other vice presidents. |

  86. Time-Based RSUs

    Time-Based RSUs

  87. Time-Based RSUs

    | • | Annual time-based RSU awards vest in equal amounts over three years beginning on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. |

  88. Time-Based RSUs

    | • | Awards settled in stock, with cash dividends on RSUs, if any, being paid in cash only for RSUs that ultimately vest. |

  89. Time-Based RSUs

    | • | Granted to the NEOs as well as to other eligible employees. |

  90. 2024 Long-Term Equity Incentive Compensation Awards

    2024 Long-Term Equity Incentive Compensation Awards From time to time, the Compensation Committee discusses with Exequity the most appropriate way to motivate and retain our executives. The Compensation Committee believed it was important to continue to use RSU awards instead of stock options to better align the interest of our executives with our stockholders, to encourage executive retention and to conform to compensation practices which provide for granting of both time-based and performance-based equity awards to executive officers. As a result of these discussions, the Compensation Committee made the decision to structure long-term equity incentive compensation awards in 2024 as a combination of performance-based RSUs and time- based RSUs. Our Compensation Committee considered many factors in determining the mix and value of the time-based and performance-based RSUs to be granted to our NEOs. Factors considered included our financial performance, our progress in the successful execution of our capital allocation and growth strategies, competitive market practices, internal pay equity, executive recruitment and retention, our focus on equity compensation in our pay mix to encourage long-term value creation, and the volatile nature of the stock market in general and the Company’s common stock in particular. Performance-based RSUs create substantial upside opportunity in that vesting depends on the achievement of targets aligned with the Company’s business strategy, while time-based RSUs offer a level of predictability in that they vest in accordance with a preset schedule so long as the grantee remains employed at the time of vesting. Both performance-based and time-based RSUs offer upside and downside potential because each type of RSU is tied to our stock price and each offers the opportunity to accrue dividend equivalents before vesting (if dividends are distributed), but are not paid until vesting, and then only to the extent the associated performance-based RSUs or time-based RSUs vest and the underlying shares are issued (see Compensation Discussion and Analysis—NEO Compensation for 2024—Dividend Equivalent Rights). Utilizing both types of RSUs closely aligns our CEO and other NEOs with the long-term interests of our stockholders. The Compensation Committee believed the use of Normalized FFO as a performance metric for purposes of our performance-based RSUs reflects the value we deliver to our stockholders, as well as the earnings and cash-generating potential of our portfolio and is comparable to performance metrics used by real estate operating companies. See Compensation Discussion and Analysis—2024 Performance-Based RSU Awards (2024-2026 Performance Period). Additionally, by subjecting the performance-based RSUs to the rTSR modifier, the long-term compensation for our NEOs is brought into better alignment with the market results experienced by our stockholders. In addition, in recognition of the substantial contributions by our Chief Executive Officer, Mr. Hininger, to the Company, as well as the Company’s desire to retain Mr. Hininger over a multi-year period, our Compensation Committee determined to provide him with the Special One-Time Award. The Compensation Committee believes this Special One-Time Award is designed to incentivize Mr. Hininger’s performance and retain him for a multi-year period. The Special One-Time Award is not subject to any multiplier or modifier, including the rTSR modifier applicable to other performance-based RSUs awarded to Mr. Hininger. See Compensation Discussion and Analysis—Outstanding Special One-Time Award). As a result of the determination discussed above, on February 15, 2024, the Compensation Committee made the following long-term incentive compensation awards to the NEOs in the form of time-based RSUs and performance-based RSUs:

  91. 2024 Long-Term Equity Incentive Compensation Awards

    | Name | 2024 Performance- Based RSUs Granted | 2024 Time-Based RSUs Granted(3) | Grant Date Fair Value ($) | | Damon T. Hininger | 107,143(1) | 84,270 | $3,000,007(4) | | | 70,225(2) | — | $1,000,004(5) | | David M. Garfinkle | 32,887(1) | 38,799 | $1,105,000(4) | | Patrick D. Swindle | 32,143(1) | 37,921 | $1,079,997(4) | | Anthony L. Grande | 32,887(1) | 38,799 | $1,105,000(4) | | Lucibeth N. Mayberry | 32,143(1) | 37,921 | $1,079,997(4) |

  92. 2024 Long-Term Equity Incentive Compensation Awards

    | (1) The performance-based RSUs vest annually in three anniversary tranches subject to the achievement of the annual Normalized FFO performance target, and further subject to an rTSR modifier. Based on Normalized FFO performance, our NEOs are eligible to earn as high as 150% of the original grant value, subject to adjustment by an rTSR modifier, which may positively or negatively adjust the number of performance-based RSUs vesting, or as low as 0% of the original grant value if the threshold performance metric is not achieved. |

  93. 2024 Long-Term Equity Incentive Compensation Awards

    | (2) The Special One-Time Award granted to Mr. Hininger in 2024 will be forfeited if Normalized FFO per share for the fiscal year ending December 31, 2025, does not exceed Normalized FFO per share for the fiscal year ended December 31, 2024. The Special One-Time Award is an all-or-nothing opportunity which the Compensation Committee established both to retain Mr. Hininger for a multi-year period and to incentivize performance. The Special One-Time Award is not subject to increase or decrease by the rTSR Modifier. |

  94. 2024 Long-Term Equity Incentive Compensation Awards

    | (3) The time-based RSUs vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. |

  95. 2024 Long-Term Equity Incentive Compensation Awards

    | (4) The grant date fair value was calculated using a Monte Carlo valuation of $16.80 per share for the performance-based RSUs and a closing share price of $14.24 per share for the time-based RSUs, in each case, as of the respective grant date, February 15, 2024. The amounts presented above do not include the impact of the rTSR modifier. |

  96. 2024 Long-Term Equity Incentive Compensation Awards

    | (5) The grant date fair value was calculated for these performance-based RSUs using a closing share price of $14.24 per share as of February 15, 2024, the grant date for this award. |

  97. 2024 Time-Based RSU Awards

    2024 Time-Based RSU Awards The time-based RSUs granted to the NEOs reflected in the table above vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. The Compensation Committee believes the amount of the time-based RSUs granted to our NEOs was appropriate given our compensation philosophy and objectives, including our retention objectives. In 2024, time-based RSUs represented approximately 17.9% of our CEO’s total compensation package, and on average, 23.5% of our other NEOs’ total compensation package (calculated in the manner described on page 44).

  98. Peer Group for Determining rTSR Modifier for Performance-Based RSU Awards

    Peer Group for Determining rTSR Modifier for Performance-Based RSU Awards In setting the performance goal for the performance-based RSU awards for 2024 that are subject to the rTSR modifier, our Compensation Committee, consistent with its approach in 2021 (following the Company’s transition to a taxable C corporation), 2022, and 2023, evaluated whether the Russell 2000 was the appropriate rTSR comparator peer group for the Company in 2024. Because the Russell 2000 measures the performance of the smallest 2,000 members of the Russell Index based on market cap and covers a broad array of industries, the Compensation Committee reasoned that the Russell 2000 continues to provide a useful comparison source that is both reflective of broader market performance and investor expectation. On February 15, 2024, our Compensation Committee, utilizing the same rTSR comparator group as 2021, established a three-year rTSR performance period (2022-2024) for the vesting of the first tranche of NEO RSU awards made in 2024 as well as for the vesting of the second tranche of RSU awards made in 2023 and for vesting of the third tranche of RSU awards made in 2022.

  99. 2024 Performance-Based RSU Awards (2024-2026 Performance Period)

    2024 Performance-Based RSU Awards (2024-2026 Performance Period) In 2024, after taking into account the evolving nature of our Company’s business, industry, and strategy for growth, the Compensation Committee elected to establish an annual Normalized FFO performance target for the first award tranche. The Compensation Committee established the vesting targets for the 2024 Performance Period on February 15, 2024, in accordance with the following table. Failure to achieve the minimum Normalized FFO performance target in a particular year results in no RSUs vesting and the forfeiture of that year’s tranche of performance-based award. Additionally, the amount of RSUs that will ultimately vest based on the Normalized FFO targets in the table below will be adjusted positively or negatively based on the rTSR modifier.

  100. 2024 Performance-Based RSU Awards (2024-2026 Performance Period)

    | | 2024 Normalized FFO(1) ($) | Normalized FFO Modifier (%) | | 2024 Normalized FFO(1) ($) | Normalized FFO Modifier (%) | | Min | $1.38 | 50.00% | Target | $1.53 | 100.00% | | | $1.39 | 53.33% | | $1.54 | 103.33% | | | $1.40 | 56.67% | | $1.55 | 106.67% | | | $1.41 | 60.00% | | $1.56 | 110.00% | | | $1.42 | 63.33% | | $1.57 | 113.33% | | | $1.43 | 66.67% | | $1.58 | 116.67% | | | $1.44 | 70.00% | | $1.59 | 120.00% | | | $1.45 | 73.33% | | $1.60 | 123.33% | | | $1.46 | 76.67% | | $1.61 | 126.67% | | | $1.47 | 80.00% | | $1.62 | 130.00% | | | $1.48 | 83.33% | | $1.63 | 133.33% | | | $1.49 | 86.67% | | $1.64 | 136.67% | | | $1.50 | 90.00% | | $1.65 | 140.00% | | | $1.51 | 93.33% | | $1.66 | 143.33% | | | $1.52 | 96.67% | | $1.67 | 146.67% | | Target | $1.53 | 100.00% | Max | $1.68 | 150.00% |

  101. 2024 Performance-Based RSU Awards (2024-2026 Performance Period)

    | (1) Normalized FFO is an amount calculated and presented on the basis of methodologies other than in accordance with GAAP. Please refer to Appendix A for further explanation and reconciliation of our 2024 Normalized FFO to net income, its most directly comparable GAAP measure. |

  102. 2024 Performance-Based RSU Awards (2024-2026 Performance Period)

    At the same time our Compensation Committee established the Normalized FFO performance targets for the 2024 Performance Period, the Compensation Committee also established the following rTSR modifier levels, which positively or negatively modify any Normalized FFO performance achieved based on the table below.

  103. Relative TSR Modifier Table

    Relative TSR Modifier Table

  104. Relative TSR Modifier Table

    | rTSR Percentile | Modifier(1)(2) | | 25th | 0.8x | | 50th | 1.0x | | 75th | 1.2x |

  105. Relative TSR Modifier Table

    | (1) If the Company’s absolute TSR for the performance period is less than zero, the rTSR modifier shall not exceed 1.0x for the performance period. |

  106. Relative TSR Modifier Table

    | (2) If the applicable rTSR percentile performance falls between the listed rTSR percentiles, straight-line interpolation is used to determine the applicable modifier. |

  107. Relative TSR Modifier Table

    As described above, for 2024, our Company’s rTSR was calculated based on the TSRs of the companies comprising the Russell 2000. The Compensation Committee chose this comparison group as it believes that it represents the most appropriate set of companies on which to base the Company’s rTSR performance. The Compensation Committee believes that calculating rTSR against the companies comprising the Russell 2000 provides a more comprehensive comparison of our share price performance than our compensation peer group which is comprised of a narrower industry base and a limited number of companies. The Compensation Committee also believes that comparing our Company’s shareholder return against the shareholder return of the companies in this group closely aligns this key compensation metric with the expectations of investors in small cap companies. For 2024, our Company achieved a Normalized FFO of $1.70 per share, which resulted in the achievement of a Normalized FFO performance of 150%. The Company’s three-year (2022-2024) rTSR performance of 115.4% landed in the highest quartile, resulting in an rTSR modifier of 1.2x. As a result of the application of the rTSR modifier, the number of 2024 performance-based RSUs that vested amounted to 180% of the original grant amount, or 120% of the Normalized FFO performance achieved of 150%. The Compensation Committee believed the amount of these awards was appropriate given our compensation philosophy and objectives. The Compensation Committee believed that the effect of the combined Normalized FFO and rTSR calculations properly rewarded our CEO and other NEOs because the rTSR modifier further increased the impact of Normalized FFO performance on CEO and NEO equity incentive awards. Finally, the Compensation Committee determined the modifier was appropriate because it rewards the NEOs for the Company’s stock performance when compared to the Russell 2000. In 2024, performance-based RSUs (inclusive of the Special One-Time Award discussed below) represented approximately 41.7% of our CEO’s total compensation package, and on average, 23.5% of our other NEOs’ total compensation package (calculated in the manner described on page 44).

  108. Outstanding 2023 Performance-Based RSU Awards (2023-2025 Performance Period)

    Outstanding 2023 Performance-Based RSU Awards (2023-2025 Performance Period) The second tranche of performance-based RSUs granted in 2023 are subject to the same Normalized FFO modifier of 150% described above and the same three-year rTSR modifier of 1.2x described above. The Compensation Committee determined that using a three-year rTSR modifier for the second tranche of the 2023 RSUs was consistent with the intention of the incentive plan and the approach applied for 2023 awards. As a result of the application of the three-year rTSR modifier, the number of the second tranche of 2023 performance-based RSUs that vested amounted to 180% of the original grant amount, or 120% of the Normalized FFO performance achieved of 150%.

  109. Outstanding 2022 Performance-Based RSU Awards (2022-2024 Performance Period)

    Outstanding 2022 Performance-Based RSU Awards (2022-2024 Performance Period) The third tranche of performance-based RSUs granted in 2022 are subject to the same Normalized FFO modifier of 150% described above and the same three-year rTSR modifier of 1.2x described above. The Compensation Committee determined that using a three-year rTSR modifier for the final third of the 2022 RSUs was consistent with the intention of the incentive plan and the approach applied for 2024 awards. As a result of the application of the three-year rTSR modifier, the number of the third tranche of 2022 performance-based RSUs that vested amounted to 180% of the original grant amount, or 120% of the Normalized FFO performance achieved of 150%.

  110. Outstanding Special One-Time Award

    Outstanding Special One-Time Award On February 15, 2024, in recognition of the substantial contributions made by our Chief Executive Officer, Mr. Hininger, to the Company, and to encourage retention of Mr. Hininger for a multi-year period, our Compensation Committee, determined to provide a Special One-Time Award to Mr. Hininger. This award consisted of 70,225 performance-based RSUs at a fair market value of $14.24 per share, the approximate equivalent of $1,000,000 at the time of award. The Compensation Committee believes this Special One-Time Award is designed to incentivize Mr. Hininger’s performance and retain him for a multi-year period. The Special One-Time Award is subject to cliff vesting on the later of the second anniversary of the award, February 15, 2026, or the date of the delivery of the audited financial statements for the fiscal year ended December 31, 2025. The vesting of these RSUs is contingent upon the achievement of specific performance criteria. Specifically, the Company’s Normalized FFO per share for the year ending December 31, 2025 must exceed the Company’s Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share. If the performance vesting criteria are not met, the RSUs granted under the Special One-Time Award will be forfeited. The Special One-Time Award is not subject to any multiplier or modifier, including the rTSR modifier applicable to other performance-based RSUs awarded to Mr. Hininger and our other NEOs. The Special One-Time Award is an all or nothing award, as illustrated in the table below:

  111. Outstanding Special One-Time Award

    Vesting of 2022-2024 Time-Based RSUs Based on the Passage of Time and 2022-2024 Performance-Based RSUs Based on 2024 Performance. As set forth in the table below, as a result of our Normalized FFO performance of $1.70 per share for 2024, and the application of the applicable rTSR modifier of 1.2x described above, the 2024 performance period tranches for outstanding performance-based RSUs granted in 2022, 2023 and 2024 vested in the amounts set forth below. In accordance with the terms of the awards, the vesting occurs and shares are issued on the later of (i) delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year and (ii) the applicable anniversary of the grant date. Additionally, as set forth in the table below, the 2024 period tranches for the time-based and performance-based RSUs granted in 2022, 2023 and 2024 vested on February 21, 2025.

  112. Outstanding Special One-Time Award

    | | '24 TBRSUs(1) Vesting in ‘25 | '23 TBRSUs(1) Vesting in ‘25 | '22 TBRSUs(1) Vesting in ‘25 | '24 PBRSUs(2) Vesting Per ‘24 Performance in ‘25 | '23 PBRSUs(2) Vesting Per ‘24 Performance in ‘25 | '22 PBRSUs(2) Vesting Per ‘24 Performance in ‘25 | | Damon T. Hininger | 28,090 | 33,970 | 35,231 | 64,285 | 79,745 | 85,246 | | David M. Garfinkle | 12,933 | 16,757 | 16,939 | 19,731 | 26,226 | 27,322 | | Patrick D. Swindle | 12,640 | 16,378 | 16,939 | 19,285 | 25,632 | 27,322 | | Anthony L. Grande | 12,933 | 16,757 | 16,939 | 19,731 | 26,226 | 27,322 | | Lucibeth N. Mayberry | 12,640 | 16,378 | 16,939 | 19,285 | 25,632 | 27,322 |

  113. Outstanding Special One-Time Award

    | (1) “TBRSUs” refers to time-based restricted stock units as described in the section of this Proxy titled 2024 Long-Term Equity Incentive Compensation Awards. |

  114. Outstanding Special One-Time Award

    | (2) “PBRSUs” refers to performance-based restricted stock units as described in the section of this Proxy titled 2024 Long-Term Equity Incentive Compensation Awards. |

  115. Outstanding Special One-Time Award

    Dividend Equivalent Rights. The performance-based RSUs and time-based RSUs have associated dividend equivalent rights that are earned based on cash dividends, if any, paid by the Company while the award is unvested and outstanding. The dividend equivalent rights, if any, are paid in cash, and do not vest and are not paid unless and until, and then only to the extent, the associated performance-based RSUs or time-based RSUs vest and the underlying shares are issued. This further aligns the executive officer’s interests with our stockholders, encourages dividend growth performance and does not result in payment of any unearned compensation. The Company has not declared a dividend since the payment of our first quarter dividend in 2020. In August 2020, our Board unanimously voted to discontinue our quarterly dividend and prioritize allocating our free cash flow to reduce debt levels. Any future dividend is subject to our Board’s determinations as to the amount and timing thereof, as well as limitations under the Company’s debt covenants.

  116. Substantial Compensation Tied to Our Objective Performance

    Substantial Compensation Tied to Our Objective Performance RSUs granted in 2024 comprised both performance-based RSUs that vest based on the achievement of an annually set Normalized FFO performance target, subject to a positive or negative adjustment by an rTSR modifier, time-based RSUs that vest ratably over three years, and the Special One-Time Award that vests based on the Company’s Normalized FFO per share for the calendar year ending December 31, 2025 exceeding Normalized FFO per share for calendar year ended December 31, 2024. In 2024, our annual cash incentives were earned based upon our objective performance against a pre-established financial performance target (Adjusted EBITDA) and pass/fail Short-Term Goals and modified positively or negatively based on our achievement of objective Strategic Business Goals. As a result, a substantial portion of executive compensation is at risk, paid based on our objective performance and tied to the interests of our stockholders and long-term value creation.

  117. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We believe reasonable severance and change in control benefits are necessary to recruit and retain effective senior managers. These severance benefits reflect the fact that it may be difficult for such executives to find comparable employment within a short period of time and are a product of a generally competitive recruiting environment within our industry. We also believe a change in control arrangement will provide some level of protection to our executive officers who might be terminated involuntarily in connection with such a transaction. In addition, we have sought to maintain a high level of consistency in the severance terms applicable to all members of the executive team. In 2023, our Compensation Committee determined that the Company should adopt an Executive Severance and Change in Control Plan (the “Severance Plan”) applicable to each of our executive officers. Our Compensation Committee believes that the Severance Plan was preferable to individual executive employment agreements, which the Company utilized until their expiration on December 31, 2023, because the Severance Plan ensures continuity of terms between our executive officers and facilitates ease of administration. The Severance Plan was adopted in late 2023 and became effective January 1, 2024. The Severance Plan retains the Severance Benefits found in the now-expired executive employment agreements, and, as a result, provides for substantially the same benefits as those provided in such executive employment agreements. Each of our named executive officers is a participant under the Severance Plan. In connection with each such named executive officer’s participation in the Severance Plan, each such executive officer entered into a Confidentiality, Intellectual Property and Non-Competition Restrictive Covenants Agreement with the Company (the “Confidentiality Agreement”). The Confidentiality Agreement contains terms that are substantially the same as the comparable provisions contained in the executive employment agreements that expired on December 31, 2023. Our executive Severance Plan provides cash severance equal to one year of the executive officer’s then-current annual base salary for termination of employment by the Company without “cause” or resignation for “good reason,” and a double trigger payment of 2.99 times their base salary, plus certain other benefits, in the event of termination of the executive’s employment by the Company without “cause” or resignation for “good reason” in connection with a “change in control” (collectively, the “Severance Benefits”). The Severance Plan and the potential costs in the event of a change in control are reviewed periodically by our Compensation Committee, which remains informed with respect to developments and suggested best practices in compensation structure and design. Severance Benefits are more fully discussed under the heading Compensation Discussion and Analysis—Potential Payments Upon Termination or Change in Control in this Proxy Statement. Our executives are eligible to participate in all compensation or employee benefit plans or programs maintained by the Company for the benefit of its salaried employees or senior executives from time to time. These plans and programs may include health and life insurance.

  118. Grant Timing Policy

    Grant Timing Policy Annual grants of equity awards to executive officers are approved by the Compensation Committee and occur on the date of our first quarterly Compensation Committee meeting of each year, after our Compensation Committee has had the opportunity to review full year results for the prior year and consider anticipated results for the current year. Additional information regarding our grants of equity awards can be found on page 18 under the heading Corporate Governance—Equity Grant Practices.

  119. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned or paid to our NEOs for service in the fiscal years ended December 31, 2024, 2023 and 2022:

  120. Summary Compensation Table

    | Name and Principal Position | Year | Salary ( $ )(1) | Restricted Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Damon T. Hininger, | 2024 | $1,092,582 | $4,000,011 | $2,211,822 | $— | $167,508 | $7,471,923 | | Chief Executive Officer | 2023 | $1,060,751 | $2,799,997 | $1,788,378 | $— | $142,911 | $5,792,037 | | | 2022 | $1,014,374 | $2,600,005 | $1,305,217 | $77,723 | $162,422 | $5,159,741 | | David M. Garfinkle, | 2024 | $575,967 | $1,105,000 | $932,789 | $— | $94,323 | $2,708,079 | | Chief Financial Officer | 2023 | $559,185 | $1,104,994 | $754,207 | $— | $76,587 | $2,494,973 | | | 2022 | $534,737 | $999,996 | $550,446 | $13,106 | $37,841 | $2,136,126 | | Patrick D. Swindle, | 2024 | $542,752 | $1,079,997 | $878,998 | $— | $82,610 | $2,584,357 | | Chief Operating Officer | 2023 | $526,936 | $1,080,011 | $710,711 | $— | $70,633 | $2,388,291 | | | 2022 | $503,899 | $999,996 | $518,702 | $697 | $63,722 | $2,087,016 | | Anthony L. Grande, | 2024 | $585,686 | $1,105,000 | $948,529 | $— | $93,545 | $2,732,760 | | Chief Development Officer | 2023 | $568,617 | $1,104,994 | $766,928 | $— | $80,660 | $2,521,199 | | | 2022 | $543,757 | $999,996 | $559,731 | $21,921 | $84,263 | $2,209,668 | | Lucibeth Mayberry, | 2024 | $542,752 | $1,079,997 | $878,998 | $— | $39,096 | $2,540,843 | | Chief Innovation Officer | 2023 | $526,936 | $1,080,011 | $710,711 | $— | $36,721 | $2,354,379 | | | 2022 | $503,899 | $999,996 | $518,702 | $11,662 | $38,546 | $2,072,805 |

  121. Summary Compensation Table

    | (1) Amounts shown are not reduced to reflect the NEO’s contributions to our 401(k) plan or elections to defer receipt of salary under the Company’s Executive Deferred Compensation Plan ("DCP"). Amounts shown include the amounts actually paid to the NEO during the year and reflect, to the extent applicable, any changes in the base salary during the year. Due to the timing of payroll cycles, as well as the timing of changes to base salary during the year, amounts paid to each NEO as base salary may differ from the annual base pay amount set forth above. |

  122. Summary Compensation Table

    | (2) The amounts shown in this column represent the aggregate grant date fair value of performance-based RSUs and time-based RSUs granted during the given year, calculated in accordance with FASB ASC Topic 718. Beginning in 2020, the Compensation Committee began granting a mix of performance-based RSUs and time-based RSUs. Amounts in this column for 2022–2024 include the target amount awarded by the Compensation Committee for the first, second, and third tranches of performance-based RSUs granted in 2022–2024, which vest annually in three anniversary tranches subject to the achievement of annual Normalized FFO performance targets established at the beginning of each year. In addition, as discussed on page 57 under the heading Compensation Discussion and Analysis—Long-Term Incentive Compensation in this Proxy Statement, the 2022–2024 performance-based RSUs are also subject to an rTSR modifier, which increases or reduces the number of performance-based RSUs vesting in accordance with the table presented on page 62 of this Proxy Statement (the amounts presented above do not include the impact of the rTSR modifier). The table below presents the grant date fair value of the 2024 time-based RSUs. In addition, because the performance criteria for each tranche of the performance-based RSUs are established on an annual basis, the table below reflects the fair value of the first year of the three-year performance cycle beginning in 2024, plus the second year of the three-year performance cycle beginning in 2023, plus the third year of the three-year performance cycle beginning in 2022. The fair value of the performance-based RSUs in the table below was determined using a Monte Carlo valuation of $16.80 per share, which was the value on the date the performance criteria were established for the year ending December 31, 2024, for the performance-based RSUs, and the fair value of the time-based RSUs in the table below was determined using $14.24 per share, which was the closing price of the shares of our common stock on the grant date. |

  123. Summary Compensation Table

    In addition, with respect to Mr. Hininger, this column reflects 70,225 performance-based RSUs awarded in 2024 by the Compensation Committee to Mr. Hiniger at a fair market value of $14.24 per share on February 15, 2024 in connection with the Special One-Time Award. The Special One-Time Award is subject to cliff vesting on the later of the second anniversary of the award, February 15, 2026, or the date of the delivery of the audited financial statements for the fiscal year ended December 31, 2025; provided that the vesting criteria of Normalized FFO per share for the year ending December 31, 2025 exceeding the Company’s Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share, is achieved. If the performance vesting criteria is not achieved, the RSUs granted under the Special One-Time Award will be forfeited.

  124. Summary Compensation Table

    | Name | Time-Based RSUs ($) | Performance Based RSUs ($) | Stock Awards(a) ($) | | Damon T. Hininger | $1,200,005 | $3,139,938 | $4,339,943 | | David M. Garfinkle | $552,498 | $683,950 | $1,236,448 | | Patrick D. Swindle | $539,995 | $674,251 | $1,214,246 | | Anthony L. Grande | $552,498 | $683,950 | $1,236,448 | | Lucibeth N. Mayberry | $539,995 | $674,251 | $1,214,246 |

  125. Summary Compensation Table

    | (a) The maximum value of such awards, assuming the highest level of performance conditions will be achieved (not including the impact of the rTSR modifier, but as it relates to Mr. Hininger, including the Special One-Time Award), are as follows: $5,409,909 for Mr. Hininger, $1,578,424 for each of Messrs. Garfinkle and Grande, and $1,551,372 for each of Mr. Swindle and Ms. Mayberry. All grants of equity awards were made under the 2020 Plan and are subject to the terms and conditions included in the individual award agreements. RSUs earn dividend equivalent rights, if any, that accumulate and are paid in cash when and only to the extent the underlying award vests. |

  126. Summary Compensation Table

    | (3) The amounts shown in this column reflect cash incentive plan compensation earned pursuant to the Company’s annual cash incentive plan. A detailed discussion of the amounts paid in 2024 begins on page 52 under the heading Compensation Discussion and Analysis—Annual Cash Incentive Plan in this Proxy Statement. |

  127. Summary Compensation Table

    | (4) The amounts shown in this column represent above-market earnings on amounts that the NEO chose to defer pursuant to the Company’s DCP, which is more fully described on page 72 under the heading Compensation Discussion and Analysis—Nonqualified Deferred Compensation in 2024. No amounts are shown for 2024 or 2023 because 120% of the applicable federal long-term rate, with compounding (as prescribed under section 1274(d) of the Code) of 6.05% (5.22% for 2023), exceeds the Company’s rate of 5.15% (5.00% for 2023). |

  128. Summary Compensation Table

    | (5) The amounts shown as All Other Compensation for 2024 include the following: |

  129. Summary Compensation Table

    | Name | Company Match to 401(K) Plan ($) | Company Match to DCP ($) | Life Insurance Premiums ($) | Disability Premiums(a) ($) | Other(b) ($) | | Damon T. Hininger | $17,250 | $126,798 | $5,724 | $17,736 | $— | | David M. Garfinkle | $17,250 | $49,259 | $6,077 | $17,237 | $4,500 | | Patrick D. Swindle | $17,250 | $45,423 | $3,143 | $12,294 | $4,500 | | Anthony L. Grande | $17,250 | $50,381 | $5,691 | $15,723 | $4,500 | | Lucibeth N. Mayberry | $17,250 | $— | $3,708 | $13,638 | $4,500 |

  130. Summary Compensation Table

    | (a) The Company pays the long-term disability premiums of its executive officers and certain other employees but does not pay such premiums for all employees. |

  131. Summary Compensation Table

    | (b) For its officers, including its executive officers, the Company pays for optional physicals costing up to $3,900 per year and provides an optional concierge physician service benefit costing $4,500 per year. Ms. Mayberry and Messrs. Garfinkle, Swindle and Grande used the $4,500 concierge physician benefit. |

  132. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth the grants of plan-based awards that were made to the NEOs during the fiscal year ended December 31, 2024:

  133. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Damon T. Hininger | | $327,775 | $1,474,986 | $2,485,624 | | | | | | | | 2/15/24(2) | | | | 53,572 | 107,143 | 160,715 | | $1,800,002 | | | 2/15/24(5) | | | | | 70,225 | | | $1,000,004 | | | 2/15/24 | | | | | | | 84,270 | $1,200,005 | | David M. Garfinkle | | $138,232 | $622,044 | $1,048,260 | | | | | | | | 2/15/24(2) | | | | 16,444 | 32,887 | 49,331 | | $552,502 | | | 2/15/24 | | | | | | | 38,799 | $552,498 | | Patrick D. Swindle | | $130,260 | $586,172 | $987,809 | | | | | | | | 2/15/24(2) | | | | 16,072 | 32,143 | 48,215 | | $540,002 | | | 2/15/24 | | | | | | | 37,921 | $539,995 | | Anthony L. Grande | | $140,565 | $632,541 | $1,065,949 | | | | | | | | 2/15/24(2) | | | | 16,444 | 32,887 | 49,331 | | $552,502 | | | 2/15/24 | | | | | | | 38,799 | $552,498 | | Lucibeth N. Mayberry | | $130,260 | $586,172 | $987,809 | | | | | | | | 2/15/24(2) | | | | 16,072 | 32,143 | 48,215 | | $540,002 | | | 2/15/24 | | | | | | | 37,921 | $539,995 |

  134. Grants of Plan-Based Awards in 2024

    | (1) The amounts shown in these columns reflect the minimum/threshold (30% of base salary), target (135% of base salary), and maximum (227.5% of base salary) amounts that the Chief Executive Officer, or the minimum/threshold (24% of base salary), target (108% of base salary), and maximum (182% of base salary) amounts that each of the other NEOs, could have earned for the fiscal year ended December 31, 2024, respectively, pursuant to the Company’s annual cash incentive plan, based on Adjusted EBITDA, the Short-Term Goals, and Strategic Business Goals, as discussed in detail on page 52 under the heading Compensation Discussion and Analysis—Annual Cash Incentive Plan in this Proxy Statement. The amounts awarded to each of the NEOs are reflected in the Summary Compensation Table. The amounts presented in these columns do not include the impact of the Strategic Business Goals modifier, which increases or reduces any payout in accordance with the table presented on page 56. Because of the impact of this modifier, the actual minimum could be lower, and the maximum higher than presented. |

  135. Grants of Plan-Based Awards in 2024

    | (2) The amounts shown in the threshold column reflect the minimum number (or 50% of the granted amount) of RSUs that could vest if the minimum performance-based condition of vesting is satisfied. Maximum reflects 150% of the performance-based RSUs granted if the maximum performance-based condition to vest is satisfied. Target reflects 100% of the number of performance-based shares awarded. The performance-based RSUs were awarded pursuant to the Company’s 2020 Plan and have dividend equivalent rights, if any, payable in cash, but only to the extent and when the performance-based RSUs vest and the underlying shares are issued. The performance-based RSUs are discussed in detail, including the portion of the awards vesting for the 2024 Performance Period, beginning on page 57 under the heading Compensation Discussion and Analysis—Long-Term Incentive Compensation in this Proxy Statement. The amounts presented in these columns do not include the impact of the rTSR modifier, which increases or reduces any vested RSUs in accordance with the table presented on page 60. Because of the impact of this modifier, the actual minimum could be lower, and the maximum could be higher than presented. |

  136. Grants of Plan-Based Awards in 2024

    | (3) The amounts shown in this column represent the time-based RSUs which vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. The time-based RSUs were awarded pursuant to the Company’s 2020 Plan and have dividend equivalent rights, if any, payable in cash, but only to the extent and when the time-based RSUs vest and the underlying shares are issued. |

  137. Grants of Plan-Based Awards in 2024

    | (4) The amounts shown in this column represent the target amounts for time-based and performance-based RSUs awarded by the Compensation Committee on February 15, 2024. The targeted number of performance-based RSU awards was based on the grant date fair value determined using a Monte Carlo valuation of $16.80 per share (other than the Special One-Time Award of 70,225 RSUs to Mr. Hininger), and the number of time-based RSU awards and the Special One-Time Award of 70,225 RSUs to Mr. Hininger was based on the grant date fair value of $14.24 per share reflecting the closing price of the shares of our common stock on the grant date. Consistent with the presentation in the Summary Compensation Table, amounts in this column include the target amount awarded by the Compensation Committee for the performance-based RSUs, including the Special One-Time Award. Performance-based RSUs awarded in 2024, other than the Special One-Time Award, which is discussed further in footnote (5) below, vest annually in three anniversary tranches subject to the achievement of annual Normalized FFO performance targets established at the beginning of each year during the performance period. For a presentation of the 2024 performance-based RSU amounts for the first tranche of the three-year performance period beginning in 2024 based on the target amount awarded by the Compensation Committee, see footnote 1 to the Summary Compensation Table. |

  138. Grants of Plan-Based Awards in 2024

    | (5) The Compensation Committee granted Mr. Hininger 70,225 performance-based RSUs at a fair market value of $14.24 per share on February 15, 2024, an amount equivalent to $1,000,004. Pursuant to its terms, the grant is subject to cliff vesting on the later of the second anniversary of the award, February 15, 2026, or the date of the delivery of the audited financial statements for the fiscal year ended December 31, 2025; provided, that the vesting criteria for Normalized FFO per share for the year ending December 31, 2025 exceeding the Company’s Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share, is achieved. If the performance vesting criteria is not achieved, the RSUs granted under the Special One-Time Award will be forfeited. This grant is reflected in the table presented above. |

  139. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning the equity awards held by our NEOs that were outstanding as of December 31, 2024:

  140. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | Name | Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)(1) | | Damon T. Hininger | 120,477 | $2,619,170 | | | 191,992 | $4,173,906 | | | 290,209(2) | $6,309,144 | | David M. Garfinkle | 44,261 | $962,234 | | | 74,312 | $1,615,543 | | | 80,455 | $1,749,092 | | Patrick D. Swindle | 44,261 | $962,234 | | | 72,632 | $1,579,020 | | | 78,635 | $1,709,525 | | Anthony L. Grande | 44,261 | $962,234 | | | 74,312 | $1,615,543 | | | 80,455 | $1,749,092 | | Lucibeth N. Mayberry | 44,261 | $962,234 | | | 72,632 | $1,579,020 | | | 78,635 | $1,709,525 |

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The vesting date does not occur until the delivery of the audited financial statements by the Company’s independent registered public accountant for the respective fiscal year, or the one-year anniversary of the grant date, whichever is later, except as it relates to the Special One-Time Award discussed below in footnote (2). As a result, this table includes: (a) the final 1/3 tranche of 2022 performance-based RSUs that vested in February 2025 based on 2024 performance, subject to an rTSR modifier; (b) the second 1/3 tranche of 2023 performance-based RSUs that vested in February 2025 based on 2024 performance, subject to an rTSR modifier; (c) the first 1/3 tranche of the 2024 performance-based RSUs that vested in February 2025 based on 2024 performance, subject to an rTSR modifier; (d) the third 1/3 tranche of the time-based RSUs granted in 2022; (e) the second and third 1/3 tranches of the time-based RSUs granted in 2023; and (f) the first, second, and third 1/3 tranches of the time-based RSUs granted in 2024. This table also includes the remaining 1/3 tranches that could vest based on 2025 and 2026 performance, as applicable, from the 2023 and 2024 awards, as well as the Special One-Time Award discussed below in footnote (2). For further discussion of the performance-based RSUs, see Compensation Discussion and Analysis—2024 Long-Term Equity Incentive Compensation Awards in this Proxy Statement. The market or payout value was based on the closing price of our common stock of $21.74 on December 31, 2024. |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) This share amount is inclusive of the Special One-Time Award the Compensation Committee granted Mr. Hininger, which consists of 70,225 performance-based RSUs at a fair market value of $14.24 per share on February 15, 2024, an amount equivalent to $1,000,004. Pursuant to its terms, the grant is subject to cliff vesting on the later of the second anniversary of the award, February 15, 2026, or the date of the delivery of the audited financial statements for the fiscal year ended December 31, 2025, provided that the Normalized FFO per share for the year ending December 31, 2025 exceeds the Company’s Normalized FFO per share for the period ended December 31, 2024, which was $1.70 per share. If the performance vesting criteria is not achieved, the RSUs granted under the Special One-Time Award will be forfeited. This grant is reflected in the shares outstanding in the table presented above. |

  143. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information regarding the exercise of stock options and the vesting of RSUs during the fiscal year ended December 31, 2024, for each of the NEOs.

  144. Option Exercises and Stock Vested in 2024

    | Name | Number of Shares Acquired on Exercise (#) | Stock Awards Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Damon T. Hininger | — | 299,914 | $4,276,774 | | David M. Garfinkle | — | 115,425 | $1,645,961 | | Patrick D. Swindle | — | 114,623 | $1,634,524 | | Anthony L. Grande | — | 115,425 | $1,645,961 | | Lucibeth N. Mayberry | — | 114,623 | $1,634,524 |

  145. Option Exercises and Stock Vested in 2024

    | (1) The value realized on vesting of RSUs was calculated as the product of the closing price on the NYSE of a share of our common stock on the vesting date, multiplied by the number of RSUs vested. |

  146. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 The following table sets forth information related to contributions made by the NEOs and the Company pursuant to the Company’s Executive Deferred Compensation Plan as well as aggregate individual account balances as of December 31, 2024:

  147. Nonqualified Deferred Compensation in 2024

    | Name | Executive Contributions in 2024(1) ($) | Company Contributions in 2024(2) ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals / Distributions in 2024 ($) | Aggregate Balance at 12/31/2024(3) ($) | | Damon T. Hininger | $133,122 | $126,798 | $186,690 | $ — | $3,895,361 | | David M. Garfinkle | $66,509 | $49,259 | $31,192 | $— | $677,819 | | Patrick D. Swindle | $62,673 | $45,423 | $11,339 | $— | $269,953 | | Anthony L. Grande | $67,631 | $50,381 | $56,933 | $— | $1,204,130 | | Lucibeth N. Mayberry | $— | $— | $24,345 | $— | $497,043 |

  148. Nonqualified Deferred Compensation in 2024

    | (1) Of the amounts shown in this column, the following amounts are included in the “Salary” column of the Summary Compensation Table for 2024: Mr. Hininger - $43,703; Mr. Garfinkle - $28,799; Mr. Swindle - $27,137; and Mr. Grande - $29,285; the remaining amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2023. |

  149. Nonqualified Deferred Compensation in 2024

    | (2) The amounts shown in this column are also reported in the “All Other Compensation” column of the Summary Compensation Table for 2024. |

  150. Nonqualified Deferred Compensation in 2024

    | (3) Of the amounts shown in this column, the following amounts were reported as compensation to the NEOs in the Summary Compensation Table for 2024, 2023 and 2022: Mr. Hininger – $170,501 for 2024, $233,647 for 2023 and $303,771 for 2022; Mr. Garfinkle – $78,058 for 2024, $99,628 for 2023 and $13,106 for 2022; Mr. Swindle – $72,560 for 2024, $97,665 for 2023 and $82,272 for 2022; Mr. Grande – $79,666 for 2024, $106,695 for 2023 and $125,375 for 2022; and Ms. Mayberry – $11,662 for 2022. |

  151. Nonqualified Deferred Compensation in 2024

    The Executive Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan maintained by the Company for certain of its senior executives and other key employees, including the NEOs. Eligible employees who participate in the Executive Deferred Compensation Plan may defer a portion of their compensation by electing to contribute such compensation to the plan. Pursuant to the Executive Deferred Compensation Plan, participating executives may elect to contribute on a pre-tax basis up to 50% of their base salary and up to 100% of their annual cash bonus. The Company matches 100% of contributions up to 5% of total cash compensation. The matching contribution is credited monthly but is reduced at the end of the plan year for any matching amounts contributed to the participant’s 401(k) account. The Company also contributes a fixed rate of return on balances in the Executive Deferred Compensation Plan, determined at the beginning of each plan year. Participants are 100% vested in amounts deferred under the plan and earnings on those amounts, while the matching contributions vest 20% after two years of service, 40% after three years of service, 80% after four years of service and 100% after five years of service. Each participant, however, shall become 100% vested in the matching contribution amounts upon termination of employment by reason of death, disability or retirement or upon the occurrence of a change in control; provided, however, that the participant shall not become vested upon the occurrence of a change in control to the extent such vesting would cause any portion of his or her deferred compensation benefits to constitute an “excess parachute payment” under Section 280G of the Code. Distributions to senior executives are generally payable no earlier than five years after the date an executive becomes a participant in the Plan, or upon termination of employment, at the election of the participant, but not later than the 15th day of the month following the month the individual attains age 65. During 2024, the Company provided a fixed return of 5.15% to participants in the Executive Deferred Compensation Plan, which rate was based on the return received by the Company on the life insurance policies the Company has purchased on the lives of certain participating executives, including each of the NEOs. The life insurance policies are intended to partially fund distributions from the Executive Deferred Compensation Plans, and the Company is the sole beneficiary of such policies. The Company has established an irrevocable Rabbi Trust to secure the plan’s obligations. However, assets in the Executive Deferred Compensation Plan are subject to creditor claims in the event of bankruptcy.

  152. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our NEOs is eligible to receive certain payments upon termination of employment under the circumstances described below: Retirement. In the event of a termination of employment due to retirement (generally after attaining age 62), our equity award agreements provide that:

  153. Potential Payments upon Termination or Change in Control

    | • | vested options would be exercisable for the remaining stated term of the option (as opposed to a voluntary or for “cause” termination, in which case the NEO would generally have three months following termination to exercise vested options); and |

  154. Potential Payments upon Termination or Change in Control

    | • | if the retirement is effective after December 31 of any fiscal year but prior to the applicable performance-based RSU vesting date with respect to such year (which typically occurs in February of the immediately following fiscal year), the applicable portion of unvested performance-based RSUs, if any, that would vest on such vesting date but for the NEO’s termination of employment would vest and be issued to the NEO despite the fact that the NEO is no longer an employee of the Company on such vesting date. |

  155. Potential Payments upon Termination or Change in Control

    Furthermore, in the event of an NEO’s retirement, matching contributions under the Executive Deferred Contribution Plan would become 100% vested. Death or Disability. In the event of death or disability, benefits under our disability plan and payments under our life insurance plan, as applicable, would be payable, which, in the event of death, would equal twice the executive’s compensation subject to certain caps. In addition, matching contributions under the Executive Deferred Contribution Plan would become 100% vested. In accordance with the terms of our equity award agreements, in the event of the death or disability of an NEO (1) all performance-based RSUs and time-based RSUs will become immediately and fully vested and non-forfeitable and (2) all unvested options that have not earlier terminated or expired in accordance with their terms will automatically vest in full and will be exercisable until the expiration of their stated term. Termination Without Cause or for Good Reason. In accordance with the Severance Plan applicable to each of our current executive officers, if we terminate the employment of the executive without “cause,” or if the executive terminates the employment for “good reason,” we generally are required to pay a cash severance amount equal to the executive’s annual base salary then in effect, payable in installments in accordance with the terms of the policy. Change in Control. In accordance with the terms of our equity award agreements, in the event of a change of control (1) all performance-based RSUs and time-based RSUs will become immediately and fully vested and non-forfeitable and (2) all unvested options that have not earlier terminated or expired in accordance with their terms will automatically vest in full and will be exercisable until the expiration of their stated term. Our Executive Deferred Compensation Plan provides that upon a change in control, the matching contributions would become 100% vested, unless such vesting would cause any portion of the deferred compensation benefits to constitute an “excess parachute payment” under Section 280G of the Code. Qualifying Termination Within 180 days of a Change in Control. Pursuant to our Severance Plan, in the event of a termination by the Company without “cause” or (subject to certain procedural requirements) termination by the executive for “good reason,” within one-hundred eighty (180) days following a change in control, the Company shall pay each NEO a lump sum cash payment equal to 2.99 times his or her base salary then in effect, and the costs of the NEO’s continuing coverage under existing life, medical, disability and health insurance plans until the earlier of twelve (12) months from the date of termination or the date the NEO becomes eligible for health benefits through another employer or otherwise becomes ineligible for COBRA. All severance payments are made within sixty (60) days following the termination and are conditioned upon the NEO executing a general release. Definitions. Our Severance Plan applicable to our current executive officers and our equity plans generally provide for the following definitions: The definition of “Good Reason” means when the executive terminates employment with the Company due to (i) a material reduction in the duties, powers, or authority of the executive as an officer or employee of the Company or (ii) relocation of the Company’s headquarters to a location more than 30 miles outside of the Brentwood, Tennessee metropolitan area, in either case without the executive’s consent. A termination under these circumstances shall be due to Good Reason only if (A) the executive notifies the Company of the existence of the condition that otherwise constitutes Good Reason within thirty (30) days of the initial existence of the condition, (B) the Company fails to remedy the condition within thirty (30) days following its receipt of executive’s notice of the condition constituting Good Reason (the “Cure Period”) and the executive terminates employment with the Company due to the condition within thirty (30) days of the expiration of the Cure Period. The definition of “Cause” means (i) the death of the executive; (ii) the permanent disability of the executive, which shall be defined as the inability of the executive, as a result of physical or mental illness or incapacity, to substantially perform the executive’s duties pursuant to the Severance Plan for a period of one hundred eighty (180) days during any twelve (12) month period; (iii) the executive’s conviction of a felony or of a crime involving dishonesty or moral turpitude, including, without limitation, any act or crime involving misappropriation or embezzlement of assets or funds of any member of the Company; (iv) willful or material wrongdoing by the executive, including, but not limited to, acts of dishonesty or fraud, which could be expected to have a materially adverse effect, monetarily or otherwise, on the Company, individually or collectively, as determined by the Board; (v) material breach by the executive of any fiduciary duty to the Company, its stockholders or any other member of the Company; (vi) material violation of a policy or procedure of any member of the Company or any written agreement with any member of the Company, including but not limited to, the Company’s Code of Ethics; or (vii) the executive’s intentional violation of any applicable local, state or federal law or regulation affecting any member of the Company in any material respect, as determined by the Company and the Board. Notwithstanding the foregoing, to the extent that any of the events, actions or breaches set forth in subsections (v) or (vi) above are able to be remedied or cured by the executive in the sole discretion of the Board, Cause shall not be deemed to exist (and thus the Company may not terminate the executive for Cause hereunder) unless the executive fails to remedy or cure such event, action or breach within twenty (20) days after being given written notice by the Company of such event, action or breach; provided however that the executive shall not be entitled to any subsequent cure period for any repeated event, action or breach. The definition of “Change in Control” generally means:

  156. Potential Payments upon Termination or Change in Control

    | • | a “change in the ownership of the Company”; |

  157. Potential Payments upon Termination or Change in Control

    | • | a “change in the effective control of the Company”; or |

  158. Potential Payments upon Termination or Change in Control

    | • | a “change in the ownership of a substantial portion of the assets of the Company” |

  159. Potential Payments upon Termination or Change in Control

    as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations. In addition, under our 2020 Plan, the vesting of all or a portion of an outstanding restricted stock award will be accelerated upon a “change in control,” as defined in the plans.

  160. Table of Potential Payments upon Termination or Change in Control

    Table of Potential Payments upon Termination or Change in Control The table below reflects the amount of compensation payable to each of the NEOs in the event of termination of such executive’s employment in accordance with the Severance Plan in place during the year ended December 31, 2024. The amount of compensation payable to each NEO upon a change of control, qualifying termination in connection with a change in control, involuntary termination not for cause, and in the event of disability or death of the executive is shown below. The amounts assume that such event was effective as of December 31, 2024, and thus do not include amounts earned through such time and are estimates of the awards and amounts that would be paid out to the NEOs upon their termination. The amounts shown do not include: (i) benefits earned during the term of our NEOs’ employment that are available to all salaried employees, and (ii) 2024 cash incentives that were earned as of December 31, 2024. The actual awards and amounts to be paid out can only be determined at the time of such executive’s separation from the Company. Reference below to RSUs means our time-based and performance-based RSUs and includes all dividend equivalent rights, if any.

  161. Table of Potential Payments upon Termination or Change in Control

    | Name | Category | Change in Control Only ($) | Qualifying Termination upon Change in Control ($) | Involuntary Termination Without Cause ($) | Death or Disability ($) | | Damon T. Hininger | Accelerated Vesting of RSUs(1) | $13,102,220 | $13,102,220 | $— | $13,102,220 | | | Cash Severance(2) | — | 3,318,900 | 1,110,000 | — | | | Insurance Benefits(3) | — | 45,508 | — | 1,500,000 | | | Total: | $13,102,220 | $16,466,628 | $1,110,000 | $14,602,220 | | David M. Garfinkle | Accelerated Vesting of RSUs(1) | $4,326,869 | $4,326,869 | $— | $4,326,869 | | | Cash Severance(2) | — | 1,749,599 | 585,150 | — | | | Insurance Benefits(3) | — | 44,412 | — | 1,500,000 | | | Total: | $4,326,869 | $6,120,880 | $585,150 | $5,826,869 | | Patrick D. Swindle | Accelerated Vesting of RSUs(1) | $4,250,779 | $4,250,779 | $— | $4,250,779 | | | Cash Severance(2) | — | 1,648,716 | 551,410 | — | | | Insurance Benefits(3) | — | 35,320 | — | 1,500,000 | | | Total: | $4,250,779 | $5,934,815 | $551,410 | $5,750,779 | | Anthony L. Grande | Accelerated Vesting of RSUs(1) | $4,326,869 | $4,326,869 | $— | $4,326,869 | | | Cash Severance(2) | — | 1,779,140 | 595,030 | — | | | Insurance Benefits(3) | — | 40,401 | — | 1,500,000 | | | Total: | $4,326,869 | $6,146,410 | $595,030 | $5,826,869 | | Lucibeth N. Mayberry | Accelerated Vesting of RSUs(1) | $4,250,779 | $4,250,779 | $— | $4,250,779 | | | Cash Severance(2) | — | 1,648,716 | 551,410 | — | | | Insurance Benefits(3) | — | 39,099 | — | 1,500,000 | | | Total: | $4,250,779 | $5,938,594 | $551,410 | $5,750,779 |

  162. Table of Potential Payments upon Termination or Change in Control

    | (1) Represents the value of accelerated vesting of RSUs, which occurs upon a change in control (whether or not the executive’s employment is terminated) and upon the death or disability of the executive. Accelerated vesting of RSUs is calculated using the NYSE closing market price on December 31, 2024 ($21.74 per share) associated with such RSUs that similarly vest on an accelerated basis. |

  163. Table of Potential Payments upon Termination or Change in Control

    | (2) In the event of an involuntary termination absent a change in control and without cause, represents an amount equal to 100% of current base salary paid out on the same terms and with the same frequency as the executive’s base salary was paid prior to December 31, 2024. In the event of a qualifying termination upon a change in control, represents an amount equal to 2.99 times base salary, to be paid out in a lump sum within 40 days of the termination date. |

  164. Table of Potential Payments upon Termination or Change in Control

    | (3) In the event of a qualifying termination upon a change in control, represents the premiums expected to be paid based on the types of insurance coverage the Company carried for such executive as of December 31, 2024, and the premiums in effect on such date. In the event of death, represents the payouts under life insurance policies, equal to two times total cash compensation, subject to certain caps. The benefits payable under supplemental long-term disability policies in the event of a disability are not shown in the table. In general, executive officers are entitled to higher payment formulas and higher caps for a potentially longer time than other employees under supplemental long-term disability policies. |

  165. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Regulation S-K under the Exchange Act, we are disclosing the ratio of CEO pay to the median employee pay of all our employees (other than the CEO) in 2024, calculated in accordance with Item 402(u) of Regulation S-K. The ratio of the annual total compensation of our CEO to the median total compensation of all employees (other than our CEO) for 2024 was 121 to one. This ratio was based on the following:

  166. 2024 CEO Pay Ratio

    | • | the annual total compensation of our CEO, determined as described in the Summary Compensation Table included in this Proxy Statement, was $7,471,923; and |

  167. 2024 CEO Pay Ratio

    | • | the median of the total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $61,782. |

  168. 2024 CEO Pay Ratio

    For 2024, the Company identified its median employee in accordance with the rules prescribed by law. The methodology and the material assumptions and estimates we used to determine the median employee in 2024 were as follows:

  169. 2024 CEO Pay Ratio

    | • | Total Employee Population: We determined that, as of November 30, 2024, the date we selected to identify the median employee, our employee population consisted of approximately 11,650 individuals. |

  170. 2024 CEO Pay Ratio

    | • | Compensation Measure Used to Identify the Median Employee: For purposes of measuring the total compensation of our employees to identify the median employee, we used the annualized base salary for the period beginning December 1, 2023, and ending November 30, 2024. Compensation for non-seasonal employees hired during the period was annualized as permitted by SEC rules. |

  171. 2024 CEO Pay Ratio

    | • | Total Compensation of Median Employee: To determine the total compensation of the median employee, we identified and calculated that employee’s base salary for the period beginning December 1, 2023, and ending November 30, 2024, in accordance with the requirements of Item 402(u) of Regulation S-K, resulting in total compensation of $61,782. |

  172. 2024 CEO Pay Ratio

    | • | Annual Total Compensation of CEO: With respect to the annual total compensation of our CEO, in accordance with SEC rules, we used the amount reported for Mr. Hininger in the “Total” column for 2024 in the Summary Compensation Table included in this Proxy Statement. |

  173. 2024 CEO Pay Ratio

    Our reported pay ratio information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median employee and calculating pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.

  174. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. Compensation Actually Paid figures do not reflect the actual amount of compensation earned by or paid to our PEO or our non-PEO NEOs during the applicable year. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown. For information regarding the compensation decisions made by the Compensation Committee with respect to the PEO’s or non-PEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis section of the Proxy Statement reporting compensation for the fiscal years presented in the Pay Versus Performance table.

  175. Pay Versus Performance

    | Yr. (a) | Summary Compensation Table Total for PEO (b) ($) | Compensation Actually Paid to PEO (c) ($) | Average Summary Compensation Total for Non-PEO NEOs (d) ($) | Average Compensation Actually Paid to Non-PEO NEOs (e) ($) | Value of Initial Fixed $100 Investment Based on CXW TSR (f) ($) | Value of Initial Fixed $100 Investment Based on Peer Group TSR (g) ($) | Net Income (Loss) (in thousands) (h) ($) | Normalized FFO (in thousands) (i) ($) | | 2020 | $4,405,451 | $1,440,049 | $1,804,908 | $645,024 | $40 | $92 | $54,157 | $271,768 | | 2021 | $5,445,316 | $7,174,536 | $2,243,222 | $2,892,714 | $61 | $126 | $(51,896) | $225,484 | | 2022 | $5,159,741 | $5,286,571 | $2,126,404 | $2,223,381 | $71 | $91 | $122,320 | $165,216 | | 2023 | $5,792,037 | $7,581,408 | $2,439,711 | $3,113,536 | $89 | $97 | $67,590 | $168,436 | | 2024 | $7,471,923 | $13,018,465 | $2,641,510 | $4,439,999 | $133 | $98 | $68,868 | $190,114 |

  176. Pay Versus Performance

    Explanation of information in the columns of the table:

  177. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Below are graphs showing the relationship of “compensation actually paid” to our PEO and Non-PEO NEOs in 2020, 2021, 2022, 2023, and 2024 to (1) TSR of both the Company and the FTSE NAREIT All Equity REITs Index, (2) the Company’s net income, and (3) the Company’s Normalized FFO.

  178. Director Compensation

    Director Compensation Non-employee directors (i.e., all directors other than Mr. Hininger) are compensated pursuant to our Non-Employee Directors’ Compensation Plan and the 2020 Plan, which for 2024 provided for the following:

  179. Director Compensation

    | • | Annual equity grants; |

  180. Director Compensation

    | • | Annual Board, committee, and committee chair retainers; and |

  181. Director Compensation

    | • | Board and committee unscheduled meeting fees. |

  182. Director Compensation

    Non-employee directors may elect to receive all or a portion of their retainers in the form of restricted stock units rather than cash. Non-employee directors may also defer all or a portion of their retainer and meeting fees pursuant to our Non-Employee Directors’ Deferred Compensation Plan. In addition, non-employee directors are reimbursed for reasonable expenses incurred to attend Board and committee meetings, as well as director education programs. The retainers paid to our non-employee directors in 2024 are as follows:

  183. Director Compensation

    | Retainers and Fees | 2024 Amounts ($) | 2025 Amounts ($)(1) | | Independent Board Chair retainer | 100,000 | 120,000 | | Non-Chair Board retainer | 80,000 | 90,000 | | Board and committee unscheduled meeting fee | 1,000 | 1,000 | | Audit Committee chair retainer | 25,000 | 25,000 | | Audit Committee member retainer | 10,000 | 10,000 | | Compensation Committee chair retainer | 20,000 | 20,000 | | Compensation Committee member retainer | 10,000 | 10,000 | | Nominating and Governance Committee chair retainer | 15,000 | 15,000 | | Nominating and Governance Committee member retainer | 7,500 | 7,500 | | Risk Committee chair retainer | 20,000 | 20,000 | | Risk Committee member retainer | 10,000 | 10,000 |

  184. Director Compensation

    | (1) In December 2024, after reviewing peer director compensation data, considering the responsibilities of the directors and the independent board chair, and receiving feedback and guidance from the Compensation Committee’s independent compensation consultant, our Board determined to revise director compensation as reflected in this column effective January 1, 2025. |

  185. Director Compensation

    In addition to cash compensation, through 2024, non-employee directors were granted RSUs with a grant date fair market value of approximately $135,000, generally on the same date as grants of equity awards were made to our executive officers and other employees. In 2025, pursuant to a determination made by our Board in December 2024, the directors’ RSU grant was increased to a grant date fair market value of approximately $155,000. Subject to certain exceptions contained in the award agreement, these RSUs vest on the one-year anniversary of the grant date.

  186. 2024 Director Compensation Table

    2024 Director Compensation Table The following table summarizes the annual compensation paid with respect to the fiscal year ended December 31, 2024, to each of the Company’s non-employee directors who served as directors during 2024:

  187. 2024 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards(1) ($) | Change In Non-Qualified Deferred Compensation Earnings(2) ($) | All Other Compensation ($) | Total ($) | | Donna M. Alvarado | $45,283 | $— | $ — | $ — | $45,283 | | Robert J. Dennis | $103,000 | $135,006 | $— | $— | $238,006 | | Mark A. Emkes | $151,500 | $185,010 | $— | $— | $336,510 | | Alexander R. Fischer | $72,000 | $123,751 | $— | $— | $195,751 | | Catherine Hernandez-Blades | $72,000 | $123,751 | $— | $— | $195,751 | | Stacia A. Hylton | $101,500 | $135,006 | $— | $— | $236,506 | | Harley G. Lappin | $83,000 | $135,006 | $— | $— | $218,006 | | Anne L. Mariucci | $102,000 | $135,006 | $— | $— | $237,006 | | Thurgood Marshall, Jr. | $111,500 | $135,006 | $— | $— | $246,506 | | Devin I. Murphy | $116,198 | $135,006 | $— | $— | $251,204 | | John R. Prann, Jr. | $118,000 | $135,006 | $— | $— | $253,006 |

  188. 2024 Director Compensation Table

    | (1) The amounts shown in this column represent the aggregate grant date fair value of RSUs based on the closing stock price of $14.60 on February 16, 2024, the date of an annual grant of 9,247 RSUs to each non-employee director with the exceptions of Mr. Fisher and Ms. Hernandez-Blades, who were each awarded 8,190 RSUs based on a closing stock price of $15.11 on May 16, 2024 following their election to the Board. Mr. Emkes’ stock awards also include an award of $50,004, or 3,356 RSUs, which he elected to receive on May 15, 2024, as compensation for 50% of his annual independent Board Chair retainer. The director RSUs vest on the anniversary date of the grant and have dividend equivalent rights, if any, that are payable in cash only when and to the extent the RSUs vest and the underlying shares are issued. All grants of RSUs and dividend equivalents were made under the 2020 Plan. |

  189. 2024 Director Compensation Table

    | (2) The amounts shown in this column represent above-market earnings (if any) on fees the director elected to defer pursuant to the Non-Employee Directors’ Deferred Compensation Plan, which is more fully described under the heading Compensation Discussion and Analysis—Nonqualified Deferred Compensation Plan on page 72 in this Proxy Statement. |

  190. 2024 Director Compensation Table

    As of December 31, 2024, the aggregate number of unvested stock awards outstanding for each of the Company’s non-employee directors who served during 2024 were as follows:

  191. 2024 Director Compensation Table

    | Name | Aggregate RSU Awards Outstanding as of 12/31/2024 | | Robert J. Dennis | 9,247 | | Mark A. Emkes | 12,603 | | Alexander R. Fischer | 8,190 | | Catherine Hernandez-Blades | 8,190 | | Stacia A. Hylton | 9,247 | | Harley G. Lappin | 9,247 | | Anne L. Mariucci | 9,247 | | Thurgood Marshall, Jr. | 9,247 | | Devin I. Murphy | 9,247 | | John R. Prann, Jr. | 9,247 |