Summary of Director and Executive Officer Compensation for Corrections Corporation of America
This document outlines the compensation structure for directors and executive officers of Corrections Corporation of America. Non-employee directors receive cash retainers, meeting fees, and annual stock options or restricted stock grants, while employee directors do not receive extra pay for board service. Executive officers are listed with their base salaries and 2011 performance bonuses, and most will participate in the 2012 Cash Bonus Plan and receive long-term equity incentives. Additional details will be provided in the company's 2012 proxy statement.
Exhibit 10.37
Corrections Corporation of America (the “Company”)
Summary of Director and Executive Officer Compensation
I. Director Compensation. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.
Retainers and Fees
| Board retainer | $ | 53,500 | ||
| Board meeting fee | $ | 3,250 | ||
| Audit chair retainer | $ | 11,000 | ||
| Audit member retainer | $ | 2,200 | ||
| Compensation, Nominating and Governance chair retainer | $ | 5,350 | ||
| Committee chair meeting fee (excluding Executive) | $ | 2,700 | ||
| Non-chair committee meeting fee | $ | 2,200 |
In addition to the cash compensation set forth above, each non-employee director has historically received a grant of a non-qualified option for the purchase of shares of the Company’s common stock and shares of restricted stock of the Company following the Company’s annual meeting of stockholders.
II. Executive Officer Compensation. The following table sets forth the current base salaries and the fiscal 2011 performance bonuses provided to the individuals who are anticipated to constitute the named executive officers of the Company for 2012.
| Executive Officer | Current Salary | Fiscal 2011 Bonus Amount | ||||||
| John D. Ferguson | $ | 540,000 | $ | 1,080,000 | ||||
| Damon T. Hininger | $ | 660,000 | $ | 1,255,386 | ||||
| Todd J Mullenger | $ | 320,000 | $ | 607,692 | ||||
| Richard P. Seiter | $ | 310,655 | $ | 621,310 | ||||
| Anthony L. Grande | $ | 300,000 | $ | 567,694 | ||||
| Brian D. Collins | $ | 270,000 | $ | 516,642 | ||||
Except for Mr. Seiter, who has retired from the position as Chief Corrections Officer effective June 1, 2011, but remains employed by the Company as Special Assistant to the CEO pursuant to a Transition Agreement, the named executive officers will also participate in the Company’s 2012 Cash Bonus Plan and will continue to receive long-term incentive awards pursuant to the Company’s stockholder approved equity incentive plans.
III. Additional Information. The foregoing information is summary in nature. Additional information regarding director and named executive officer compensation will be provided in the Company’s proxy statement to be filed in connection with the 2012 annual meeting of stockholders.
