8-KAccepted Sep 25, 4:05 PM ET
CoreCivic CEO Resigns; Lucibeth Mayberry Named President & CEO
Accepted (ET)
4:05 PM
Sep 25, 2026
Filed
Sep 25, 2026
Documents
14
Size
278.3 KB
Summary
CoreCivic CEO Resigns; Lucibeth Mayberry Named President & CEO
What Happened CoreCivic announced on Sept 25, 2026 (effective Sept 24, 2026) that Patrick D. Swindle stepped down as President and CEO and resigned from the Board for health reasons. Lucibeth N. Mayberry (age 54), previously Executive VP & Chief Strategy Officer, was appointed President and CEO and was added to the Board effective the same date. The company also issued a press release describing the leadership change.
Key Details
- Transition date: September 24, 2026. Swindle will serve as a Special Advisor to the CEO and Chairman through Sept 24, 2028 unless earlier terminated.
- Transition Agreement payments to Swindle (subject to execution/non-revocation of a release): $2,293,270 cash (maximum FY2026 cash incentive) and $8,059,609 cash in exchange for forfeiture of outstanding unvested equity awards. Base salary continues at current rate for the first 12 months of the transition period, then at 50% for the second 12 months. He forfeits rights under the company Severance Plan by accepting the agreement.
- Upon expiration of the transition period and subject to release, Swindle will receive an additional lump sum equal to three months’ base salary. He will not receive new equity awards or cash bonuses during the Transition Period.
- Mayberry’s CEO compensation: $900,000 annual base salary; short-term cash incentive target = 135% of base (prorated for 2026); a long-term equity grant (~$2.5 million) planned for Q1 2027 — 40% time-based (vesting ratably over 3 years) and 60% performance-based (3-year performance vesting). No additional board compensation for her Board service.
Why It Matters This is a material executive leadership change: a new CEO and Board member were appointed immediately, while the former CEO remains involved as an advisor under a multi-year transition agreement. The company has committed to substantial one-time cash payments (multi-million-dollar amounts disclosed) and ongoing salary obligations during the transition, which are explicit near-term costs. Ms. Mayberry’s pay package ties a meaningful portion of her compensation to performance and long-term equity, aligning her incentives with company results. Retail investors should note the management continuity plan and the explicit financial terms disclosed, which may affect near-term cash outflows and governance.