CoreCivic names Lucibeth Mayberry CEO after resignation
Mayberry’s disclosed package includes a 135% short-term cash incentive target and an approximately $2.5 million restricted stock unit grant.
Rhea-AI Filing Summary
CoreCivic, Inc. appointed Lucibeth N. Mayberry as President and CEO and a director, effective September 24, 2026, after Patrick D. Swindle resigned as President and CEO and left the Board for health reasons. Swindle will serve as a special advisor to the CEO and the Chairman of the Board through September 24, 2028, unless the transition agreement ends earlier.
Mayberry’s annual base salary is $900,000, with a short-term cash incentive target equal to 135% of salary, based on performance goals and prorated for her 2026 CEO service. She will receive approximately $2.5 million in restricted stock units in the first quarter of 2027: 40% time-based and 60% performance-based, both over three years. Swindle is not eligible for a cash bonus or new equity awards during the transition period. Afterward, he is entitled to a lump sum equal to three months of his base salary, subject to signing and not revoking a release of claims.
Positive
- None.
Negative
- CEO Patrick D. Swindle resigned effective September 24, 2026.
Filing Explained
The transition agreement took effect on
8-K Event Classification
Key Figures
Key Terms
short-term cash incentive compensation target financial
restricted stock units financial
time-based financial
performance-based financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CEO Transition
On September 25, 2026, CoreCivic, Inc., a Maryland corporation (the “Company”) announced that Patrick D. Swindle, the Company’s President and Chief Executive Officer (“CEO”), has stepped down as President and CEO and resigned from his position on the Company’s Board of Directors (the “Board”), effective as of September 24, 2026 (the “Transition Date”), due to health reasons. Lucibeth N. Mayberry, who most recently served as the Company’s Executive Vice President and Chief Strategy Officer, has been appointed as President and CEO of the Company, effective as of the Transition Date. Additionally, the Board has appointed Ms. Mayberry to the Board to fill the vacancy created by Mr. Swindle’s resignation as of the Transition Date.
Mr. Swindle and the Company have entered into a Transition Agreement, effective as of the Transition Date (the “Transition Agreement”), pursuant to which Mr. Swindle will serve as a Special Advisor to the CEO and to the Chairman of the Board beginning on the Transition Date through September 24, 2028, unless the Transition Agreement is earlier terminated as set forth in the Transition Agreement (the “Transition Period”).
A description of the business background and experience of Ms. Mayberry, age 54, is incorporated herein by reference to the information included under the heading “Executive Officers” in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2026.
Neither Mr. Swindle’s nor Ms. Mayberry’s change in duties were made pursuant to any arrangement or understanding between Mr. Swindle or Ms. Mayberry, as applicable, and any other person. Ms. Mayberry has no family relationships that would require disclosure under Item 401(d) of Regulation S-K in this Current Report on Form 8-K, and, except for previously disclosed compensation arrangements and as otherwise described in this Current Report on Form 8-K, she is not a party to any material plan, contract or arrangement with the Company. Ms. Mayberry neither is a party to nor has any direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
Swindle Transition Agreement
The Transition Agreement is effective as of the Transition Date. The Transition Agreement will govern Mr. Swindle’s employment with the Company during the Transition Period. The Transition Agreement provides for, among other things, (i) Mr. Swindle’s automatic resignation from all positions that he holds as an officer or member of the Board, effective as of the Transition Date, and (ii) Mr. Swindle’s duties as Special Advisor to the CEO and to the Chairman of the Board during the Transition Period.
The Transition Agreement provides that Mr. Swindle will be entitled to receive the following payments and benefits:
| • | Annual base salary as currently in effect during the first twelve months of the Transition Period, with a step-down to fifty (50%) of the annual base salary during the second twelve months of the Transition Period; |
| • | Subject to Mr. Swindle’s execution and non-revocation of a release of claims: |
| • | payment of $2,293,270 in cash (less applicable deferrals, deductions, taxes and withholdings), equal to the maximum cash incentive compensation to which Mr. Swindle would have been entitled to for fiscal year 2026; and |
| • | payment of lump sum amount in cash (less applicable deferrals, deductions, taxes and withholdings), equal to $8,059,609, in exchange for the forfeiture of Mr. Swindle’s outstanding and unvested equity awards; and |
| • | Reimbursement of business expenses and tax preparation assistance and legal assistance related to Mr. Swindle’s transition of responsibility to the CEO. |
Mr. Swindle will not be entitled to any cash bonus and will not receive any new equity awards during the Transition Period.
Upon the expiration of Transition Agreement following the Transition Period, Mr. Swindle will also receive a lump sum amount, representing three months of Mr. Swindle’s base salary as in effect on the Transition Date, subject to Mr. Swindle’s execution and non-revocation of a release of claims. By accepting the employment offered under the Transition Agreement, Mr. Swindle has waived any current or future rights or payments he might otherwise have become entitled to under the Company’s Amended and Restated Executive Severance and Change in Control Plan effective as of July 25, 2025 (the “Severance Plan”).
A copy of the Transition Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Transition Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Transition Agreement filed as Exhibit 10.1 hereto.
CEO Employment Terms
Ms. Mayberry’s annual base salary commencing on the Transition Date is $900,000 (the “CEO Base Salary”). Ms. Mayberry’s short-term cash incentive compensation target is an amount equal to 135% of the CEO Base Salary, based on the achievement of performance goals established by the Compensation Committee in the first quarter of 2026 (as part of the Company’s regular compensation practices), and prorated for time of service as CEO during 2026. Ms. Mayberry will receive a long-term equity incentive grant of restricted stock units having a value equal to approximately $2.5 million in the first quarter of 2027 (as part of the Company’s regular equity award grant-cycle). Forty percent of these restricted stock units will be time-based (vesting ratably over three years) and the remaining sixty percent will be performance-based (vesting over a three-year period, subject to the achievement of the applicable performance criteria to be established by the Compensation Committee). The Severance Plan will continue to apply to Ms. Mayberry in the same manner as it did prior to her promotion to President and CEO. Ms. Mayberry will not receive any additional compensation for her service on the Board.
| Item 7.01. | Regulation FD Disclosure. |
On September 25, 2026, the Company issued a press release announcing Ms. Mayberry’s appointment as President and CEO and Mr. Swindle’s resignation as President and CEO due to health reasons. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
* * *
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are “forward-looking” statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the transition of executive leadership at the Company. These forward-looking statements may include such words as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ from our expectations are described in the filings made from time to time by the Company with the SEC and include the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026 and subsequent filings.
The Company takes no responsibility for updating the information contained in this Current Report on Form 8-K following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events, except as may be required by law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Transition Agreement, dated as of September 24, 2026, by and between the Company and Patrick D. Swindle. | |
| 99.1 | Press Release, dated September 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 25, 2026 | CORECIVIC, INC. | |||||
| By: | /s/ David M. Garfinkle | |||||
| David M. Garfinkle | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
| News Release |
|
| Contact: | Investors: Jeb Bachmann – Managing Director, Investor Relations - (615) 263-3024 Media: Steve Owen – Vice President, Communications - (615) 263-3107 |
LUCIBETH N. MAYBERRY NAMED PRESIDENT AND CEO AND
DIRECTOR OF CORECIVIC
PATRICK D. SWINDLE STEPS DOWN DUE TO HEALTH REASONS
Brentwood, Tenn. – September 25, 2026 – CoreCivic, Inc. (NYSE: CXW) (“CoreCivic” or the “Company”) announced today that the Board of Directors of the Company has appointed Lucibeth N. Mayberry as President and Chief Executive Officer of the Company. Patrick D. Swindle has resigned as President and Chief Executive Officer due to health reasons. Mr. Swindle has served as President and Chief Executive Officer since January 1, 2026, following his appointment as President and Chief Operating Officer on January 1, 2025. In addition, Mr. Swindle resigned from CoreCivic’s Board, and Ms. Mayberry has been appointed to fill the vacancy.
Mr. Swindle said, “It is with a heavy heart that I am announcing my decision to resign as President and CEO of CoreCivic, as I pursue treatment for stage four metastatic pancreatic cancer. It has been the greatest professional honor of my life to serve as President and CEO of this Company. We have an excellent leadership team at CoreCivic, and Lucibeth has been an indispensable member of our executive leadership team, with whom I’ve worked closely for nineteen years on many critical strategic matters for the Company, including the property sales we announced earlier this year. Lucibeth is one of the most capable and principled leaders I know, and I have no doubt that under her stewardship, this Company will continue to grow and make a difference in the lives of the individuals entrusted to our care.”
Ms. Mayberry said, “Patrick is not only a remarkable leader but a valued colleague and a dear friend. I am personally thankful for his mentorship and his numerous contributions to CoreCivic, not just as Chief Executive Officer, but over the course of his many years with the Company. Patrick has been instrumental in leading CoreCivic through a significant period of development and change during his time as President and CEO. I am fully committed to continuing the current capital allocation strategy, maintaining our focus on operational excellence, and look forward to building on the progress already underway.”
Mark Emkes, chair of the Board of Directors, commented, “On behalf of the Board of Directors, I thank Patrick and extend our very best wishes to him and his family. Patrick helped make the Company stronger and more flexible and positioned the Company well for the future. We are profoundly grateful for everything Patrick has given to this organization, and we are honored that he will continue to lend his guidance as a special advisor during this transition. In appointing Lucibeth, the Board is recognizing her significant leadership and the trust she has earned across the organization. She has a deep understanding of our business, a proven ability to execute strategic initiatives, and the full confidence of the Board to lead CoreCivic forward while continuing the strategy that has strengthened the Company and created value for shareholders.”
Ms. Mayberry has served as the Executive Vice President and Chief Strategy Officer since May 2025. From October 2022 to May 2025, Ms. Mayberry served as the Executive Vice President and Chief Innovation Officer. Prior to assuming that role, Ms. Mayberry served as Executive Vice President, Real Estate from May 2015 until October 2022. She has previously served in various roles at CoreCivic since May 2003, including as Vice President, Deputy Chief Development Officer; Vice President, Research, Contract and Proposals; and as Managing Director, State Partnership Relations. Ms. Mayberry holds a bachelor’s degree from the University of Tennessee, a juris doctor from Vanderbilt University, and a Master of Laws degree in taxation from the University of Florida.
5501 Virginia Way, Brentwood, Tennessee 37027, Phone: 615-263-3000
About CoreCivic
CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that help build safer, healthier, and more productive communities one person at a time through residential corrections, detention, and reentry management, adjacent service offerings that include pharmaceutical, transportation, and alternatives to incarceration, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest operators of such facilities in the United States. We have been a flexible and dependable partner for government for more than 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements as to our beliefs and expectations of the outcome of future events that are “forward-looking” statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the transition of executive leadership at CoreCivic. These forward-looking statements may include such words as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ from our expectations are described in the filings made from time to time by CoreCivic with the Securities and Exchange Commission (“SEC”) and include the risk factors described in CoreCivic’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026 and subsequent filings.
CoreCivic takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services, except as may be required by law.
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