Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11.
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Telephone: (561) 893-0101
Dear Shareholder:
You are cordially invited to attend the 2025 annual meeting of the shareholders of
This year we are furnishing proxy materials to our shareholders primarily on the Internet rather than mailing paper copies of the materials to each shareholder. As a result, most of you will receive a Notice of Internet Availability of Proxy Materials instead of paper copies of this proxy statement and our annual report. The notice contains instructions on how to access the proxy statement and the annual report over the Internet, as well as instructions on how to request a paper copy of our proxy materials. This process significantly lowers the costs of printing and distributing our proxy materials. On or about
Your vote is very important to us. Whether or not you plan to attend the meeting virtually, your shares should be represented and voted. After reading the enclosed proxy statement, please vote your shares as soon as possible. Shareholders may vote via the Internet at www.virtualshareholdermeeting.com/GEO2025, by telephone, or by completing and returning a proxy card. Submitting a vote before the annual meeting will not preclude you from voting virtually at the meeting should you decide to attend. If you wish to participate in the meeting, please refer to page 62 for additional guidelines.
Sincerely,
Executive Chairman
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TABLE OF CONTENTS
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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THE BOARD OF DIRECTORS, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION |
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CERTAIN MATERIAL EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS |
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PROPOSAL 2:RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS |
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PROPOSAL 3:ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
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Telephone: (561) 893-0101
Notice of Annual Meeting of Shareholders on
The annual meeting of the shareholders of
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To elect seven (7) directors for the ensuing year; |
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To ratify the appointment of |
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To hold an advisory vote to approve named executive officer compensation. |
Only shareholders of GEO's common stock of record at the close of business on
By Order of the Board of Directors,
Senior Vice President, Legal Services, General Counsel
and Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON
GEO's proxy statement and annual report are available online at: www.proxyvote.com
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PROXY STATEMENT
Telephone: (561) 893-0101
"FOR" the election of the nominated directors for the ensuing year;
"FOR" the proposal to ratify the appointment of
"FOR" the advisory approval of the resolution on named executive officer compensation.
Under
Under
This proxy statement, the notice of annual meeting, the proxy card and our 2024 annual report will be mailed or made accessible via the Internet on or about
Management is not aware of any other matters to be presented for action by shareholders at the annual meeting.
Holders of GEO common stock at the close of business on
The presence, in person or by proxy, of at least a majority of the total number of shares of common stock outstanding on the record date will constitute a quorum for purposes of the annual meeting. The election of directors requires a majority of the votes cast. The appointment of
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approval exceeds the number of votes cast against approval. Shares of common stock represented by proxies that reflect "broker non-votes"(i.e., shares held by a broker or nominee which are represented at the annual meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum for the proposal but will not be counted as "votes cast" with respect to the election of directors and the advisory vote to approve named executive officer compensation and will have no effect on the outcome of those proposals. Shares of common stock represented by proxies that reflect abstentions will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum for the proposal but will not be counted as "votes cast" with regard to any proposal and will have no effect on the outcome of any proposal. If less than the majority of the outstanding shares of common stock are represented at the annual meeting, a majority of the shares so represented may adjouthe annual meeting to another date and time.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting to be held on
and 2024 Annual Report to Shareholders are available at www.proxyvote.com.
| 1. |
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. |
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The proxy statement and annual report to security holders is available at www.proxyvote.com. |
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If you want to receive a paper or e-mailcopy of these documents, you must request one. There is no charge to you for requesting a copy. Instructions on how to request a paper or e-mailcopy can be found on the "Important Notice Regarding the Availability of Proxy Materials" ("Notice"). To request the documents by email, send a blank email with the control number (located on the Notice) in the subject line to sendmaterial@proxyvote.com. You may also call 1-800-579-1639to request a copy. Please make your request for a copy as instructed above on or before |
Any person giving a proxy has the power to revoke it any time before it is voted by providing written notice to GEO addressed to the Corporate Secretary, by executing and delivering a later dated proxy, or by participating in the meeting and voting the shares electronically.
The costs of preparation, assembly and mailing this proxy statement and the accompanying materials will be borne by GEO. GEO will also pay the cost of soliciting your proxy and reimbursing brokerage firms and others for forwarding proxy materials to you. Certain of GEO's officers, directors and employees may participate in the solicitation of proxies by mail, personal interview, letter, fax and telephone without additional consideration.
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PROPOSAL 1:
ELECTION OF DIRECTORS
Director Nominees
GEO's Board of Directors is currently comprised of eight (8) members. Seven directors are nominated for election at our annual meeting, including six independent directors and our Executive Chairman. All of the nominees are presently directors of GEO. All nominees were elected by the shareholders at GEO's 2024 annual meeting, except for Ms.
If instructed, the persons named on the accompanying proxy card will vote for the election of the nominees named below to serve for the ensuing year and until their successors are duly elected and qualified. If any nominee for director shall become unavailable (which management has no reason to believe will be the case), it is intended that the shares represented by the enclosed proxy card will be voted for any such replacement or substitute nominee as may be nominated by the Board of Directors.
| Director Nominees | Age | Since | Current Positions | |||
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67 | 2022 | Director | |||
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46 | 2021 | Director | |||
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61 | 2024 | Director | |||
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64 | 2018 | Director | |||
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47 | 2022 | Director | |||
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55 | 2014 | Director | |||
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75 | 1988 | Executive Chairman |
The following is a brief biographical statement for each director nominee:
Director Nominees
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As GEO's founder, his knowledge, experience, and leadership are invaluable to the operation and development of the company. His more than 40 years with the company make him uniquely qualified to be GEO's Executive Chairman. |
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote "FOR" each of the seven nominees for director.
EXECUTIVE OFFICERS OF GEO
Our current executive officers are as follows:
| Age | Position | |||
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75 | Executive Chairman | ||
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65 | Chief Executive Officer | ||
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74 | President and Chief Operating Officer | ||
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58 | Chief Financial Officer | ||
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59 | Senior Vice President, Secure Services | ||
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63 | Senior Vice President, Legal Services, General Counsel and Corporate Secretary | ||
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55 | Senior Vice President, Client Relations | ||
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61 | Senior Vice President, |
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62 | Senior Vice President, Human Resources | ||
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72 | Senior Vice President, Health Services | ||
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56 | Senior Vice President, |
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63 | Executive Vice President, Chief Accounting Officer and Controller | ||
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59 | Executive Vice President, Finance and Treasurer | ||
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55 | Chief Compliance Officer and Controller, Financial Reporting |
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EasteRegional Vice President, he was responsible for the operational oversight of over 24 correctional facilities encompassing over 31,000 beds.
Prior to joining GEO,
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President of
With over 30 years of construction experience,
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of GEO's common stock that were beneficially owned at
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Amount & Nature of Beneficial Ownership(2) |
Percent of Class(3) |
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DIRECTOR AND DIRECTOR NOMINEES |
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49,131 | * | ||||||
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49,131 | * | ||||||
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5,719 | * | ||||||
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60,743 | * | ||||||
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31,769 | * | ||||||
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49,131 | * | ||||||
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94,269 | * | ||||||
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George C. Zoley+ |
4,369,497 | 3.1 | % | |||||
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NAMED EXECUTIVE OFFICERS |
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753,392 | * | ||||||
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100,000 | * | ||||||
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128,564 | * | ||||||
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238,023 | * | ||||||
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204,344 | * | ||||||
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ALL DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS AS A GROUP (21 Persons)(4) |
6,552,413 | 4.6 | % | |||||
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OTHER |
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19,860,856 | 13.8 | % | |||||
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13,575,361 | 9.5 | % | |||||
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7,922,348 | 5.5 | % | |||||
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7,053,234 | 5.0 | % | |||||
| * |
Less than 1% |
| + |
Director and Named Executive Officer |
| (1) |
Unless stated otherwise, the address of the beneficial owners is c/o |
| (2) |
Information concerning beneficial ownership was furnished by the persons named in the table or derived from filings made with the |
| (3) |
As of |
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| (4) |
Includes 1,266,559 shares of restricted stock that are unvested but have voting rights held by directors and executive officers (21 persons in total). We believe 303,011 shares of common stock held by |
| (5) |
Messrs. Evans and Black retired from GEO effective |
| (6) |
The principal business address of |
| (7) |
The principal business address of |
| (8) |
The principal business address of |
| (9) |
The principal business address of |
THE BOARD OF DIRECTORS, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION
GEO's Board of Directors held nine meetings during fiscal year 2024. Each director attended at least 75% of the total number of meetings of the Board of Directors and of the meetings held by all board committees on which such director served.
Director Independence
Pursuant to the corporate governance standards applicable to companies listed on the
Applying the NYSE's independence standards, the Board of Directors has determined that,
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Directors' determination that each of these directors is independent was based on the fact that none of the directors had a material relationship with GEO outside of such person's position as a director, including a relationship that would disqualify such director from being considered independent under the NYSE's listing standards.
Committees
Under our corporate governance guidelines, the Board of Directors has established twelve standing committees. The members of the Board of Directors serving on these committees and the functions of those committees are set forth below.
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AUDIT AND FINANCE COMMITTEE |
COMPENSATION COMMITTEE |
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
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CRIMINAL JUSTICE AND REHABILITATION COMMITTEE |
CYBER SECURITY AND ENVIRONMENTAL OVERSIGHT COMMITTEE |
EXECUTIVE COMMITTEE |
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HUMAN RIGHTS COMMITTEE |
INDEPENDENT COMMITTEE |
LEGAL STEERING COMMITTEE |
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CORPORATE PLANNING COMMITTEE Chair |
OPERATIONS AND OVERSIGHT COMMITTEE |
HEALTH SERVICES COMMITTEE |
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Upon conclusion of the annual meeting, |
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All of the members of the
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select, in its sole discretion, our independent auditor and review and oversee its performance; |
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review and approve in advance the terms of our independent auditor's annual engagement, including the proposed fees, as well as the scope of auditing services to be provided; |
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oversee the independence of the Company's independent auditor; |
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review and approve in advance any non-auditservices to be provided by the independent auditor, including the proposed fees; |
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review with management, our internal auditor and our independent auditor, our significant financial risks or exposures and assess the steps management has taken to monitor and mitigate such risks or exposures; |
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review and discuss with management and our independent auditor the audit of our annual financial statements and our internal controls over financial reporting, and our disclosure and the independent auditor's reports thereon; |
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meet privately with our independent auditor on any matters deemed significant by the independent auditor; |
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establish procedures for the submission, receipt, retention and treatment, on an anonymous basis, of complaints and concerns regarding our accounting, internal accounting controls or auditing matters, and the receipt and treatment of any evidence of a violation of the securities laws or breach of fiduciary duty brought to the Committees attention by in-house or external securities counsel; |
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review periodically and update as necessary a Code of Business Conduct and Ethics (the "Code of Conduct"), ensure that management has established a system to enforce the Code of Conduct, and review management's monitoring of the Company's compliance with the Code of Conduct; |
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review with our counsel legal matters that may have a material impact on our financial statements, our compliance policies and any material reports or inquiries from regulators or government agencies; and |
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address or take action with respect to any other matter specifically delegated to it from time to time by the Board of Directors. |
Compensation Committee
The Compensation Committee met seven times during fiscal year 2024. The Report of the Compensation Committee is included in this proxy statement.
All of the members of the Compensation Committee are independent (as independence is defined under Section 303A.02 of the NYSE's listing standards).
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The Compensation Committee has a written charter adopted by the Board of Directors. It can be found on our website at http://www.geogroup.comby clicking on the link "Our Commitments" on our homepage and then clicking on the links "Governance with Integrity - Corporate Governance." In addition, the charter is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at 561-893-0101.Pursuant to the charter, the main functions and responsibilities of the Compensation Committee include the following:
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review on a periodic basis an independent analysis of director compensation practices at other |
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establish our executive compensation philosophy, and review and approve the compensation of all of our corporate officers, including salaries, bonuses, stock option grants and other forms of compensation; |
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review the general compensation structure for our corporate and key field employees; |
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establish annual and long-term performance goals for the compensation of our Chief Executive Officer ("CEO") and other senior executive officers, evaluate the CEO's and such other senior executive officers' performance in light of those goals, and, either as a committee or together with the other independent members of the Board of Directors, determine and approve the CEO's and such other senior executives' compensation level based on this evaluation; |
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review our program for succession and management development; |
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consider the results of the most recent shareholder advisory vote on executive compensation and, to the extent appropriate, take such results into consideration and recommend to the Board any adjustments to the Company's compensation philosophy, policies or practices; |
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annually review the Company's compensation policies and practices and assess whether such policies and practices encourage excessive risk-taking and are reasonably likely to have a material adverse effect on the Company; |
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review our incentive-based compensation and equity-based plans and make recommendations to the Board of Directors with respect thereto; |
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review and discuss with management our disclosures under "Compensation Discussion & Analysis", or CD&A, and based on such review and discussion make a recommendation to the Board as to whether the CD&A should be included in our proxy statement; and |
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address or take action with respect to any other matter specifically delegated to it from time to time by the Board of Directors. |
For further information on the Compensation Committee's processes and procedures for consideration and determination of executive compensation, see "Compensation Discussion & Analysis" elsewhere in this proxy statement.
Nominating and Corporate Governance Committee
All of the members of the
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homepage and then clicking on the links "Governance with Integrity - Corporate Governance." In addition, the charter is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at 561-893-0101.Pursuant to the charter, the main functions and responsibilities of the
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assess from time to time the appropriate balance of qualifications, qualities, skills, and other expertise required to be a Board member and develop criteria to be considered in selecting nominees for director; |
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identify candidates qualified to become members of the Board of Directors and select or recommend that the full Board of Directors select such candidates for nomination and/or appointment to the Board of Directors; |
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review candidates for the Board of Directors recommended by shareholders; |
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assist the Board in determining and monitoring whether or not each director and prospective director is an "independent director" within the meaning of any rules and laws applicable to GEO; |
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after consultation with the Executive Chairman and CEO, recommend to the Board of Directors for approval all assignments of committee members, including designations of the chairs of the committees; |
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establish the evaluation criteria for the annual self-evaluation by the Board of Directors, including the criteria for determining whether the Board of Directors and its committees are functioning effectively, and implement the process for annual evaluations; |
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periodically review as appropriate corporate governance guidelines for GEO and evaluate compliance with such guidelines; |
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periodically review our Code of Conduct for directors, officers and employees, and approve amendments to the Code of Conduct to the extent deemed appropriate by the committee; |
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advise the Board of Directors with regard to our policies and procedures for the review, approval or ratification of any transaction presenting a potential conflict of interest between us and any member of our Board of Directors or any executive officers; |
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recommend that the Board establish such special committees as may be necessary, appropriate or advisable to address ethical, legal or other matters that may arise; |
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consider other corporate governance issues that arise from time to time, and advise the Board of Directors with respect to such issues; and |
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address or take action with respect to any other matter specifically delegated to it from time to time by the Board of Directors. |
In fulfilling the committee's duties to identify and recommend candidates for election to our Board of Directors, the
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Executive Committee
Periodically during fiscal year 2024, members of the Executive Committee informally discussed various matters relating to GEO's business. The Executive Committee has full authority to exercise all the powers of the Board of Directors between meetings of the Board of Directors, except as reserved by the Board of Directors. All actions taken by the Executive Committee in 2024 were ratified by the Board of Directors at their next quarterly meeting.
Human Rights Committee
The Human Rights Committee guides and oversees the Company's efforts regarding the protection of human rights.
Independent Committee
The Independent Committee considers matters that may arise from time to time that the Board of Directors designates for independent director review.
Corporate Planning Committee
The Corporate Planning Committee periodically reviews with management various corporate strategic initiatives, including potential merger and acquisition activities, business expansion issues and corporate finance matters.
Health Services Committee
The Health Services Committee guides and oversees the Company's operations in the area of health services.
Director Identification and Selection
The processes for director selection and director qualifications are set forth in Section 3 of our Corporate Governance Guidelines. The Board of Directors, acting on the recommendation of the Nominating and Corporate
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Governance Committee, will nominate a slate of director candidates for election at each annual meeting of shareholders and will elect directors to fill vacancies, including vacancies created as a result of any increase in the size of the Board, between annual meetings. Nominees for director are selected on the basis of outstanding achievement in their personal careers, broad experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment, and willingness to devote adequate time to the duties of the Board of Directors. The Board believes that each director should have a basic understanding of (i) the principal operational and financial objectives and plans and strategies of GEO, (ii) the results of operations and financial condition of GEO and of any significant subsidiaries or business segments, and (iii) the relative standing of GEO and its business segments in relation to its competitors. The Board is committed to diversified membership and it does not and will not discriminate on the basis of race, color, national origin, gender, religion or disability in selecting nominees.
Our proxy access provisions are set forth in Article II, Section 6 of our Third Amended and Restated Bylaws ("Bylaws"). The proxy access provisions permit a shareholder, or a group of up to twenty (20) shareholders, owning three percent (3%) or more of the Company's outstanding common stock continuously for at least three (3) years, to nominate twenty percent (20%) of the number of directors then in office (rounding down to the nearest whole number) provided that the shareholder or group and each nominee satisfy the eligibility, procedural and disclosure requirements for proxy access as specified in the Bylaws, including that the Company receive notice of such nominations between 90 and 120 days prior to the anniversary date of the previous year's annual meeting of shareholders. Since our annual meeting for 2025 is scheduled for
In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company's nominees must provide notice to the Company that sets forth the information required by Rule 14a-19(b)under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company's shares entitled to vote in the election of directors in support of director nominees other than the Company's nominees.
There are no other differences between the considerations and qualifications for director nominees that are recommended by shareholders and director nominees recommended by the
Board Leadership Structure
The roles of Chief Executive Officer and Chairman are held by two separate individuals.
As a company that is focused on its core business, we believe the Executive Chairman is in the best position to direct the independent directors' attention on the issues of greatest importance to the Company and its
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shareholders. Since our Executive Chairman knows the Company's business, is a pioneer in the industry and has over forty years of experience, we believe that our Executive Chairman is the appropriate person to lead the Board of Directors.
We are committed to independent Board oversight. Alongside our Executive Chairman, our Board leadership structure includes a lead independent director. Our Board has appointed
We believe the current leadership structure of the Board of Directors supports the risk oversight functions described below by providing independent leadership at the Board and committee level with ultimate oversight by the full Board of Directors led by our Executive Chairman and lead independent director. The Board of Directors periodically reviews and considers whether the current Board leadership structure continues to be appropriate for our Company.
Board Risk Oversight
Our Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. Throughout the year, the Board of Directors and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. The Board of Directors has delegated responsibility for the oversight of specific risks to the following committees:
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The Compensation Committee oversees risks related to the Company's compensation policies and practices. |
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The Human Rights Committee guides and oversees the Company's efforts and risks regarding the protection of human rights. |
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The Health Services Committee guides and oversees the Company's efforts and risks related to health services. |
Code of Business Conduct and Ethics
The Board of Directors has adopted a code of business conduct and ethics applicable to GEO's directors, officers, employees, agents and representatives, including its consultants, which we refer to as the Code of Conduct. The Code of Conduct strives to deter wrongdoing and promote honest and ethical conduct, the ethical handling of actual or apparent conflicts of interest, full, fair, accurate, timely and understandable disclosure, compliance with the applicable government and self-regulatory organization laws, rules and regulations, promote the protection of GEO assets, promote fair dealing practices, prompt internal reporting of violations of the Code of Conduct, and accountability for compliance with the Code of Conduct. The Code of Conduct can be found on our website at http://www.geogroup.comby clicking on the link "Our Commitments" on our homepage and then clicking on the link "Governance with Integrity - Corporate Governance - Code of Business Conduct & Ethics." In addition, the Code of Conduct is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at 561-893-0101.
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Code of Ethics for CEO, Senior Financial Officers and Other Employees
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Board of Directors has also adopted a code of ethics for the CEO, its senior financial officers and all other employees, which we refer to as the Code of Ethics for Senior Financial Officers. The text of this Code of Ethics for Senior Financial Officers is located in Section 20 of GEO's Code of Conduct. The Code of Ethics for Senior Financial Officers can be found on our website at http:// www.geogroup.comby clicking on the link "Our Commitments" on our homepage and then clicking on the link "Governance with Integrity-Corporate Governance - Code of Business Conduct & Ethics." In addition, the Code of Ethics for Senior Financial Officers is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at 561-893-0101.
Insider Trading Policies and Procedures
We have insider trading policies and procedures that govethe purchase, sale, and other disposition of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the
Corporate Governance Guidelines
The Board of Directors has adopted corporate governance guidelines to promote the effective functioning of the Board of Directors and its committees, and the continued implementation of good corporate governance practices. The corporate governance guidelines address matters such as the role and structure of the Board of Directors, the selection, qualifications and continuing education of members of the Board of Directors, Board meetings, non-employeedirector executive sessions, board self-evaluation, Board committees, CEO performance review, succession planning, non-employeedirector compensation, certain shareholder matters and certain shareholder rights.
The corporate governance guidelines can be found on our website at http://www.geogroup.comby clicking on the link "Our Commitments" on our homepage and then clicking on the link "Governance with Integrity-Corporate Governance." In addition, the corporate governance guidelines are available in print to any shareholder who requests them by contacting our Executive Vice President of Corporate Relations at 561-893-0101.
Annual Board and Committee Self-Assessments and Non-EmployeeDirector Executive Sessions
The Board of Directors conducts a self-assessment annually. In addition, the
Communications with Directors
The Board of Directors has adopted a process to facilitate written communications by shareholders or other interested parties to the entire Board, the independent members of the board as a group or any individual member of the Board, including the Lead Independent Director for non-employeedirector executive sessions. Persons wishing to write to the Board of Directors of GEO, or to a specified director (including the presiding director for non-employeedirector executive sessions) or a committee of the Board, should send correspondence to the Corporate Secretary at
The Corporate Secretary will forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the shareholders, to the functioning of the board, or to the affairs of GEO.
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Board Member Attendance at Annual Meetings
GEO encourages all of its directors to attend the annual meeting of shareholders. All of our directors at the time attended the 2024 annual meeting of shareholders.
Engagement with Shareholders
Every year, members of GEO's Senior Management and Board of Directors engage in ongoing, substantive discussions with shareholders of GEO's common stock and prospective investors. Over the course of each year, GEO engages with approximately two dozen institutional investors, who at any given point are estimated to hold more than 50 percent of GEO's outstanding shares of common stock. In addition, GEO continues to have ongoing discussions with retail investors, including members of the
In the course of these substantive discussions, GEO is able to receive valuable feedback and diverse perspectives from a broad group of shareholders on a wide range of important matters, which inform the GEO Board's corporate governance and executive compensation decisions.
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
| 2024 | 2023 | |||||||
|
Audit Fees(1) |
$ | 3,398,660 | $ | 3,065,594 | ||||
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Audit Related Fees(2) |
$ | 77,885 | $ | 50,554 | ||||
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Tax Fees |
$ | 94,956 | $ | 80,810 | ||||
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All Other Fees(3) |
$ | 76,900 | $ | - | ||||
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Total |
$ | 3,648,401 | $ | 3,196,958 | ||||
| (1) |
Audit fees for 2024 and 2023 include fees for professional services rendered in connection with the annual audit of the Company's consolidated financial statements, audit of internal controls over financial reporting, reviews of quarterly financial statements reported on Form 10-Qand statutory requirements required domestically and internationally. |
| (2) |
Audit related fees in 2024 and 2023 primarily consist of fees for the audit of The GEO Save 401(k) Plan and related Annual Report filed on Form 11-K. |
| (3) |
All other fees for 2024 relates to services rendered in connection with certain system examinations. |
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All of the services provided by
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AUDIT AND FINANCE COMMITTEE REPORT
In accordance with the powers and duties of the
| 1. |
|
| 2. |
|
| 3. |
|
| 4. |
Based on the review and discussions referred to in paragraphs 1. through 3. above, the |
| 5. |
|
| 6. |
All members of the |
By the
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION & ANALYSIS
Role of the Compensation Committee
The Compensation Committee of our Board of Directors 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 the Employee Stock Purchase Plan and our Second Amended and Restated 2018 Stock Incentive Plan. Our Compensation Committee consists of four members, each of whom is independent as that term is defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations that have been promulgated under the Securities Exchange Act of 1934, as amended, or Exchange Act, and in the listing standards of the
Say-on-Pay Results
At our 2024 Annual Meeting of Shareholders, approximately 95% of the votes cast voted to approve the advisory resolution on our executive compensation referred to as the "say-on-pay"vote.
The Compensation Committee considered the results of the shareholder vote on the 2024 "say-on-pay"proposal as one of the many factors relevant in connection with the discharge of its responsibilities along with the advice of its independent compensation consultant and shareholder feedback.
Role and Independence of Compensation Consultant
The Compensation Committee assessed the independence of
| • |
Other services provided by Pay Governance; |
| • |
The amount of fees paid by GEO to the consultant as a percentage of its total revenues; |
| • |
Any business or personal relationships between the consultant (including its representatives) and GEO's directors or senior officers; and |
| • |
The policies and procedures the consultant has in place to prevent conflicts of interest, which includes a prohibition against stock ownership in GEO. |
Pay Governance has attested to its independence and does not provide any services to GEO other than those related to executive and director compensation consulting. Based on its assessment, the Compensation Committee agreed that the compensation consultant is independent and that the compensation consultant's work does not raise any conflicts of interest.
During 2024, the Compensation Committee engaged Pay Governance to perform the following services: (i) a peer group analysis and review of the compensation levels of the executive officers and non-employeedirectors; (ii) a review of the proxy statement for the 2024 Annual Meeting of Shareholders including consultation related to the Compensation Discussion & Analysis section of the proxy statement; (iii) calculation of the Total Shareholder Retu("TSR") Performance to determine the performance-based restricted stock payout levels; (iv) calculation of the Accounting Fair Value for performance-based restricted stock awards; (v) a peer group
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analysis and review of non-employeedirector compensation; and (vi) a review of executive compensation trends and developments. Other than as described above, Pay Governance was not asked to perform any other services for us in 2024. GEO paid Pay Governance a total of
Under its charter, the Compensation Committee has the ability to retain any advisors it deems necessary or desirable in order for it to discharge its duties. The Compensation Committee also has sole authority to terminate the retention of any advisor it has retained.
Compensation and Governance Practices Checklist
The following sets forth what we do and what we don't do with respect to our compensation and governance practices relating to compensation.
| What We Do |
✓ Independent compensation consultant reporting to the Committee ✓ Market-aligned stock ownership requirements for executive officers (values at least equal to 6x base salary for the CEO and at least equal to 3x base salary for other executive officers) ✓ Incentive compensation based on clear, measurable goals for unique key financial, strategic and operational metrics that drive business performance in the short- and long-term ✓ Balanced pay mix consisting of fixed and variable pay including both cash and equity ✓ Thoughtfully selected peer group consisting of security and alarm services firms as well as other companies in commercial services and supplies and healthcare facilities with similar revenues and market cap ✓ For our NEOs excluding ✓ Double-trigger change-in-controlarrangements ✓ Clawback and anti-hedging |
|
| What We Don't Do |
✗ No single-trigger equity acceleration upon a change in control ✗ No excessive perquisites ✗ No excise tax gross-ups ✗ No repricing or exchanging of underwater stock options without shareholder approval |
Process for Determining Compensation
When making decisions regarding the compensation of named executive officers, including the position of Chief Executive Officer, the Compensation Committee considers competitive market data and analyses prepared by Pay Governance, historical pay to the named executive officers and the appropriateness of such compensation, including by comparing it to a peer group of companies periodically. Annually, the Compensation Committee will use peer group and broader general industry data to obtain a general understanding of compensation practices and therefore ensure that it is acting in an informed and responsible manner to make sure our executive compensation program is competitive. The Compensation Committee views peer group data as one factor in assisting its compensation decisions.
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In
|
|
The |
|
In 2024, the Compensation Committee asked Pay Governance to conduct a peer group analysis to evaluate our compensation programs and practices as a whole, and the compensation levels of our named executive officers.
Important Factors Given Particular Consideration by the Compensation Committee in Setting Compensation for the Named Executive Officers
In setting executive compensation for our named executive officers, the Compensation Committee gives particular attention and focus to the following factors over a several year period:
| • |
Our financial performance; |
| • |
Our reduction of net recourse debt; |
| • |
Achievement of strategic operating objectives; |
| • |
The performance of our senior management team; |
| • |
Our prospects for future growth in revenues and profitability; and |
| • |
Our stock price performance. |
Applying these factors to our Company during the previous several years in setting named executive officer compensation, the Compensation Committee considered the following:
| • |
We reduced our net debt to approximately |
| • |
For the full year 2024, we reported total revenues of |
| • |
During 2024, we closed a private offering of |
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|
including to fund the repurchase, redemption or other discharge of our previously existing Tranche 1 Term Loan and Tranche 2 Term Loan under our prior senior credit facility, the 9.50% senior second lien secured notes, the 10.50% senior second lien secured notes, the 6.00% senior notes due 2026, and to pay related premiums, transaction fees and expenses. GEO also used a portion of the net proceeds and cash on hand to retire or settle during 2024 |
| • |
Throughout the year, our |
| • |
During 2024, the GEO Continuum of Care programs achieved the following important milestones: (i) completed approximately 6.8 million hours of rehabilitation programming; (ii) achieved approximately 60,000 behavioral program completions; (iii) awarded approximately 3,100 GEDs and high school equivalency degrees; (iv) achieved more than 43,000 individual cognitive behavioral sessions; (v) awarded approximately 9,700 vocational training certifications; (vi) provided post-release support services to more than 3,000 individuals returning to their communities, with over 800 post-release participants attaining employment; and (vii) awarded more than 9,000 substance abuse treatment program completions. |
| • |
We believe the efforts undertaken by our senior management team over the past several years to maintain and expand our company´s business, both in our core corrections business and into new diversified services, have positioned us to have what we believe are strong prospects for revenue and profit in our industry. |
| • |
Our senior management team has consistently demonstrated the ability, over a long period of time, to manage through and capably address and mitigate the key risks that face our business on an ongoing basis. |
| • |
Our senior management team has consistently made delivering shareholder value a priority. The closing price of our stock price went from |
Elements of Compensation
Our compensation program for named executive officers consists of the following components:
| • |
Annual base salaries; |
| • |
Annual cash incentive compensation; |
| • |
Performance-based equity compensation; |
| • |
Time-based equity compensation; and |
| • |
Other benefits and perquisites. |
Each of these components is reflected in the Summary Compensation Table and is also discussed in further detail below.
Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined
The following is a brief discussion of each element of our named executive officer compensation. The Compensation Committee considers each of these elements in order to ensure that a desirable overall mix is
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established between base compensation and incentive compensation, cash and non-cashcompensation and annual and long-term compensation. The Compensation Committee also evaluates on a periodic basis the overall competitiveness of our executive compensation packages as compared to packages offered in the marketplace for which we compete for executive talent. Overall, our Compensation Committee believes that our executive compensation packages are currently appropriately balanced and structured to retain and motivate our named executive officers, who we believe constitute the most experienced senior management team in our industry. The Compensation Committee evaluates GEO's executive compensation policies and practices on an ongoing basis.
Base Salaries. The cash salaries paid to the named executive officers are incorporated into the terms of executive employment agreements with our named executive officers. Any increases in salaries have been made either pursuant to the terms of the employment agreements or at the discretion of the Compensation Committee.
For 2024, our Compensation Committee determined it was appropriate to increase the annual base salaries of
Annual Cash Incentive Compensation. Annual cash incentive compensation for each of our named executive officers is governed by our Senior Management Performance Award Plan, as amended (the "Performance Award Plan"). The Performance Award Plan is administered by our Compensation Committee, which has the authority to make all discretionary determinations necessary or appropriate under the Performance Award Plan. The Performance Award Plan is governed by the Compensation Committee and is administered on a day-to-daybasis by the Chief Executive Officer, Chief Financial Officer and the Senior Vice President of Human Resources.
Under the Performance Award Plan, each of our named executive officers is eligible to receive annual cash incentive compensation based on our relative achievement of budgeted revenue and Adjusted EBITDA for the fiscal year. We believe revenue and Adjusted EBITDA are meaningful metrics to assess our performance. The metrics are used by our management team when it develops its annual operating plan and budget and are used by our investors in evaluating our performance against the annual financial guidance we give on revenue and Adjusted EBITDA. For purposes of the Performance Award Plan, Adjusted EBITDA means EBITDA adjusted for (gain)/loss on asset divestitures, pre-tax,net loss attributable to non-controllinginterests, stock-based compensation expenses, pre-tax,transaction related expenses, pre-tax,other non-cashrevenue and expenses, pre-tax,and certain other adjustments as defined from time to time. Adjusted EBITDA as used in the Performance Award Plan will have the same meaning as it does in our earnings releases and supplemental materials on a quarterly and annual basis. In determining the amount of annual incentive cash compensation awarded, our Adjusted EBITDA is weighted 65% and our revenue is weighted 35% (collectively, the "Target Weighting of Revenue and Adjusted EBITDA").
Awards under the Performance Award Plan are made as follows: (i) targets for budgeted revenue and Adjusted EBITDA are set at the beginning of each fiscal year; (ii) the Performance Award Plan includes for each named executive officer an annual incentive target amount as a percentage of the officer's salary which forms the basis
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for computing the officer's award under the Performance Award Plan; and (iii) at the end of the fiscal year, a multiplier set forth in the Performance Award Plan that is based on our relative achievement of budgeted revenue and Adjusted EBITDA for the fiscal year is applied to each officer's annual incentive target amount referenced in (ii) above. The multiplier is the same for all named executive officers.
The following table shows, for each named executive officer, the annual incentive target amount as a percentage of salary that the respective officer is eligible to receive under the Performance Award Plan. The Compensation Committee determined it was appropriate to adjust the individual target percentage for the 2024 annual cash incentive opportunity for
| Named Executive Officer |
Annual Incentive Target Amount (As a Percentage of Salary) |
|
|
Executive Chairman |
100% | |
|
Chief Executive Officer |
100% | |
|
President and Chief Operating Officer |
100% | |
|
Chief Financial Officer |
100% | |
|
Senior Vice Presidents |
75% | |
|
Acting Chief Financial Officer |
50% |
The following table shows how each named executive officer's annual incentive cash compensation award is calculated by applying a percentage adjustment methodology, or multiplier, separately to the respective Target Weighting of Revenue and Adjusted EBITDA results on a straight-line basis:
| Performance and Payout Relationship (as % of Target) | ||||||||||
| Component | Threshold | Target | Maximum | |||||||
|
Performance |
90% | 100 | % | 110% | ||||||
|
Payout |
50% | 100 | % | 200% | ||||||
2024 Cash Incentive Outcomes
The Adjusted EBITDA target for 2024 was set at
The Adjusted revenue target for 2024 was set at
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In 2024, the Company achieved Adjusted EBITDA performance below the target performance objective due to increased general and administrative fees in part due to our recent reorganization of our senior management team and additional associated professional fees. The Company achieved Adjusted revenue performance above the target performance objective primarily due to higher secure services revenue which offset declining electronic monitoring revenues.
| FY 2024 Performance Results | ||||||||||||||||||
| Metrics ($Millions) | Weighting | Target | Actual |
Actual as a % of Target |
Payout as a % of Target |
|||||||||||||
|
Adjusted EBITDA |
65% | $ | 483.9 | $ | 463.5 | 95.8% | 91.6% | |||||||||||
|
Adjusted Revenue |
35% | $ | 2,425.0 | $ | 2,426.3 | 100.1% | 100.3% | |||||||||||
| Weighted Payout as
% of Target |
94.7% | |||||||||||||||||
There were no adjustments to annual incentives earned for individual performance in 2024. Based on these results, the following annual incentive amounts were awarded to the named executive officers for fiscal year 2024 performance:
| Executive |
FY '24 Target Incentive ($) |
Corporate Financial Performance Factor |
Target x Financial Performance Factor ($) |
Actual Incentive Earned ($) |
||||||||||||
|
|
1,113,945 | 94.65 | % | 1,054,349 | 1,054,349 | |||||||||||
|
|
1,030,000 | 94.65 | % | 974,895 | 974,895 | |||||||||||
|
|
700,000 | 94.65 | % | 662,550 | 662,550 | |||||||||||
|
|
231,750 | 94.65 | % | 219,351 | 219,351 | |||||||||||
|
|
721,000 | 94.65 | % | 682,427 | 682,427 | |||||||||||
|
|
417,730 | 94.65 | % | 395,381 | 395,381 | |||||||||||
2024 Equity Incentive Awards
Our Compensation Committee has historically granted awards under our equity compensation plans to our key employees and members of our Board of Directors to support a performance-oriented culture and to further align the interests of management and our shareholders.
The amounts of awards granted under our equity compensation plans are determined by the Compensation Committee after taking into account the following factors: the recommendations of the Chief Executive Officer (other than for his awards), the share usage rates and potential dilution to shareholders, competitive market practices, the overall performance of the Company and the individual performances of the grantees.
On
Pursuant to the terms of the Executive Chairman Agreement,
For 2024, 100% of our equity incentive awards provided to the NEOs, except for
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The following table lists the number of time-based shares of restricted stock and performance-based shares of restricted stock granted to each named executive officer in 2024:
| Executive | Number of Time-Based Restricted Shares Granted in 2024 |
Number of Granted in 2024 |
Approved Value on Date of Grant(1) |
|||
|
|
92,138 | - | ||||
|
|
- | 85,194 | ||||
|
|
- | 50,000 | $ 753,000 | |||
|
|
- | 28,753 | $ 347,624 | |||
|
|
- | 44,727 | $ 540,749 | |||
|
|
- | 34,552 | $ 417,734 |
| (1) |
The approved value on the date of grant reflects the number of shares granted multiplied by the closing share price on the date of grant. The closing share price for each grant, other than |
Specifically, the performance targets for the 2024 performance-based restricted stock grants are:
| Performance Metric | Metric Weighting | Threshold | Target | Maximum | ||||
|
Relative TSR |
50% | P30 | P50 | P90 | ||||
|
Retuon Capital Employed |
50% |
+1% of WACC |
9% | 12% | ||||
|
Payouts (% of Target) |
30% | 100% | 200% | |||||
The threshold required for payment under the retuon capital employed ("ROCE") metric is set at +1% of our weighted average cost of capital ("WACC") over the three-year measurement period to ensure that payments only occur during periods of positive returns. The WACC is a product of the cost of our capital over the performance period and will not be known until the performance period has concluded. The 9% target was set consistent with the prior cycle in recognition of the higher interest rate environment which is likely to increase the Company's cost of capital. The higher cost of capital requires a higher level of earnings to produce the same level of retuon capital employed.
Additionally, there is a performance "governor" that caps payouts under the Relative TSR metric at 100% of target if GEO's absolute TSR is negative over the 3-yearperiod. Performance below threshold results in 0% payout on that specific metric. The relative TSR metric uses all S&P 600 companies in the Commercial & Professional Services GICS code to measure performance.
Equity Incentive Outcomes for 2022 to 2024 Performance Cycle
On
| Performance Metric | Metric Weighting | Threshold | Target | Maximum | ||||
|
Relative TSR |
50% | P30 | P50 | P90 | ||||
|
Retuon Capital Employed |
50% |
+1% of WACC |
9% | 12% | ||||
|
Payouts (% of Target) |
30% | 100% | 200% | |||||
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percentile of the peer group which results in a TSR component payout of 200%. The Company's management calculated the retuon capital employed component of the performance-based restricted stock to be 14.0% during the 2022-2024 period, which results in a ROCE component payout of 200% of the target award. Based on the calculations of the TSR component and the ROCE component, Company management certified to the Compensation Committee that when the TSR component is combined with the ROCE component, the combined award payout is approximately 200% of the target award. After reviewing the information provided to the Compensation Committee by Pay Governance and management, the Compensation Committee approved the vesting of the performance-based restricted stock in the amounts provided below:
|
Performance-Based Restricted Stock: 2022-2024 Cycle
|
||||||||||||
|
Executive
|
Shares at
Target
|
Performance
Factor
|
Shares
Earned
|
|||||||||
|
|
- | - | - | |||||||||
|
|
125,000 | 200% | 250,000 | |||||||||
|
|
- | - | - | |||||||||
|
|
- | - | - | |||||||||
|
|
100,000 | 200% | 200,000 | |||||||||
|
|
100,000 | 200% | 200,000 | |||||||||
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2025 Compensation Actions
Base Salary
For 2025, our Compensation Committee determined it was appropriate to increase the annual base salaries of
Annual Cash Incentive Opportunities
The annual cash incentive compensation for fiscal year 2025 performance will be determined under the Performance Award Plan consistent with the methodology used in 2024 based on the budgeted Adjusted EBITDA and budgeted revenue 2025 performance goals set by the Compensation Committee. There were no changes to the individual target percentages of any of the NEOs.
Equity Awards
On
On
Pursuant to the Executive Chairman Agreement,
On
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Company performance, both operational and on the basis of Total Shareholder Return, (2)
The following lists the number of time-based shares of restricted stock and performance-based shares of restricted stock granted to each of the named executive officers on
| Executive | Number of Time-Based Restricted Shares Granted in 2025 |
Number of Performance Based Restricted Stock Granted in 2025 |
Value on Date of |
|||||||||
|
|
257,862 | (2) | - | $ | 6,763,720 | |||||||
|
|
- | - | - | |||||||||
|
|
25,000 | 25,000 | $ | 1,311,500 | ||||||||
|
|
10,602 | - | $ | 278,090 | ||||||||
|
|
- | - | - | |||||||||
|
|
- | - | - | |||||||||
| (1) |
The value on the date of grant reflects the number of shares authorized multiplied by the closing share price on the date of grant. The closing share price was |
| (2) |
The 257,862 shares of restricted stock includes a one-timespecial recognition stock award of 207,862 shares of restricted stock and the 2025 annual equity award of 50,000 shares of restricted stock. |
Other Benefits and Perquisites. Our executive compensation program includes other benefits and perquisites as more fully reflected in the table set forth below titled "All Other Compensation." These benefits and perquisites are reviewed annually by the Compensation Committee with respect to amounts and appropriateness. Currently, the benefits and perquisites which the named executive officers are eligible to receive fall into four general categories (which are described in more detail below): (i) retirement benefits pursuant to our executive retirement agreement in the case of
Senior Officer Retirement Plan. Messrs. Evans, Black and March participated during 2024 in our senior officer retirement plan, which is offered to our senior officers. The senior officer retirement plan is a defined benefit plan and, subject to certain maximum and minimum provisions, provides for the payment to the officer of a monthly retirement benefit based on a percentage of the officer's final average annual salary earned during the employee's last five years of credited service (excluding bonus) multiplied by the employee's years of credited service. A participant will vest in his or her benefits under the senior officer retirement plan upon the completion of ten (10) years of service. The amount of benefit increases for each full year beyond ten (10) years of service except that there are no further increases after twenty-five (25) years of service. The maximum target benefit under the senior officer retirement plan is 45% of final average salary. Reduced benefits are payable for lesser service and early retirement. Benefits under the senior officer retirement plan are offset 100% by social security benefits received by the officer and are computed on the basis of a straight-life annuity. The plan also provides
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for pre-retirementdeath and disability benefits. Amounts owing under the plan are payable from the general assets of the Company. Messrs. Evans and Black retired from the Company effective
Pursuant to the terms of the 2021 Amended and Restated Retirement Agreement, dated as of
Deferred Compensation Plan. Our named executive officers are currently excluded from participating in our 401(k) plan by virtue of their compensation level. Accordingly, we have established a deferred compensation plan for certain employees, including the named executive officers, which permits them to defer up to 100% of their compensation to provide for their retirement. Under the deferred compensation plan, the Company may make matching contributions on a discretionary basis. Messrs. Evans and Black participated in the deferred compensation plan during 2024.
How Each Compensation Element Fits into the Overall Compensation Objectives and Affects Decisions Regarding Other Elements
In establishing compensation packages for executive officers, numerous factors are considered, including the particular executive's experience, expertise and performance, the Company's overall performance and compensation packages available in the marketplace for similar positions. In arriving at amounts for each component of compensation, our Compensation Committee strives to strike an appropriate balance between base compensation and incentive compensation, including equity-based compensation and cash awards under the Performance Award Plan. The Compensation Committee also endeavors to properly allocate between cash and non-cashcompensation (subject to the availability of equity compensation awards under our then current equity compensation plans), and between annual and long-term compensation.
When considering the marketplace, particular emphasis is placed upon compensation packages available at a comparable group of peer companies.
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In 2024, the Compensation Committee requested that Pay Governance provide the Compensation Committee with a report of its review and analysis of executive and director compensation levels, policies, practices, and procedures with a comparison to a set of peer companies selected by the Compensation Committee with input from Pay Governance. In 2024, the Compensation Committee also requested that Pay Governance provide the Compensation Committee with a report on executive compensation trends and developments. Pay Governance prepared and submitted the various reports and presentations to the Compensation Committee and, on occasion, discussed the content with the Chairman of the Compensation Committee prior to Compensation Committee meetings.
Executive and Director Stock Ownership Guidelines
The Company adopted stock ownership guidelines in 2012 applicable to our senior executive officers, including our named executive officers, and our Board members. The guidelines, as most recently amended in 2018, require our CEO to maintain equity holdings in GEO equal in value to at least 6 times his annual base salary, our other executive officers to maintain equity holdings in GEO equal in value to at least 3 times their annual base salaries, and our non-employeedirectors to maintain equity holdings in GEO equal in value to at least 3 times their annual cash retainers. The guidelines as most recently amended also specify that shares which will count toward the total share ownership requirement are actual shares owned, options and restricted shares, vested and unvested, and unvested performance share awards at the threshold level. Performance share awards at the target and maximum level will not be counted until the performance metrics have been met and the performance shares have vested. All senior executive officers and directors must satisfy the stock ownership guidelines five years from their appointment as a director or a senior executive officer. Each of our senior executive officers and directors has satisfied such guidelines or has time remaining to do so under the guidelines. The Compensation Committee oversees the stock ownership guidelines and any amendments to the stock ownership guidelines.
Clawback/Recoupment Policy
In
Prohibition of Hedging and Pledging of Company Shares
The Company prohibits certain transactions in the Company's securities under the terms of its insider trading policy, including engaging in hedging transactions to hedge against losses on the Company's securities, including but not limited to collars, forward sale contracts, trading in publicly traded options, puts, calls or other derivative instruments, and engaging in short sales of the Company's securities. Additionally, directors, officers and employees may not hold Company securities in margin accounts or otherwise pledge Company securities as collateral for a loan unless a waiver from this restriction is granted by the Chief Executive Officer or the Chairman of the Compensation Committee. A waiver from this restriction was granted to
Conclusion
We believe that our compensation programs appropriately reward executive performance and closely align the interests of our named executive officers and key employees with the interests of our shareholders, while also enabling the Company to attract, retain, and motivate talented executives. The Compensation Committee will continue to evolve and administer our compensation program in a manner that the Compensation Committee believes will be in the best interests of our shareholders. The Compensation Committee monitors the results of
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the advisory vote on our executive compensation (referred to as the "say-on-pay"vote) and incorporates such results as one of many factors considered in connection with the discharge of its responsibilities.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Compensation Policies and Practices as They Relate to Risk Management
Our executive compensation program is designed to attract and retain our officers and to motivate them to increase shareholder value on both an annual and longer term basis primarily by generating increasing levels of revenue and Adjusted EBITDA. To that end, compensation packages include significant forms of incentive compensation to ensure that an executive officer's interest is aligned with the interests of our shareholders in generating revenue and Adjusted EBITDA. Based upon the Compensation Committee's regular review of the Company's compensation policies and practices, the Compensation Committee determined that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.
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SUMMARY COMPENSATION TABLE
The following table shows compensation earned by each of the named executive officers of GEO during 2024, 2023 and 2022, for services in all capacities while they were employees of GEO, and the capacities in which the services were rendered. For purposes of this proxy statement, GEO's named executive officers are (i) the former Chief Executive Officer who retired effective
|
Principal Position |
Year | Salary ($) | Bonus ($) |
Stock Awards ( |
Non-Equity Incentive Plan Compensation ( |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ( |
All Other Compensation ( |
Total ($) | ||||||||||||||||||||||||
|
Executive Chairman & Founder |
2024 | 1,113,945 | - | 1,113,948 | 1,054,349 | 3,059,590 | 106,835 | 6,448,667 | ||||||||||||||||||||||||
| 2023 | 1,081,500 | - | 1,081,498 | 1,062,839 | 2,517,132 | 157,771 | 5,900,740 | |||||||||||||||||||||||||
| 2022 | 1,050,000 | - | 1,000,005 | 2,083,065 | 2,070,851 | 112,596 | 6,316,517 | |||||||||||||||||||||||||
|
Former Chief Executive Officer |
2024 | 1,030,000 | - | 1,256,186 | 974,895 | 242,318 | 2,107,838 | 5,611,237 | ||||||||||||||||||||||||
| 2023 | 695,250 | - | 609,858 | 546,603 | 277,579 | 42,796 | 2,172,086 | |||||||||||||||||||||||||
| 2022 | 675,000 | - | 780,000 | 1,071,290 | - | 20,904 | 2,547,194 | |||||||||||||||||||||||||
|
Senior Vice President & Chief Financial Officer |
2024 | 338,525 | - | 989,000 | 662,550 | (8) | - | 77,397 | 2,067,472 | |||||||||||||||||||||||
|
Executive Vice President, Finance and Treasurer and Former Acting Chief Financial Officer |
2024 | 463,500 | - | 423,966 | 219,351 | 333,167 | 11,049 | 1,451,033 | ||||||||||||||||||||||||
|
President and Chief Operating Officer |
2024 | 721,000 | - | 659,503 | 682,427 | - | 18,620 | 2,081,550 | ||||||||||||||||||||||||
| 2023 | 575,000 | - | 472,856 | 423,809 | - | 18,140 | 1,489,805 | |||||||||||||||||||||||||
| 2022 | 525,000 | - | 624,000 | 781,149 | - | 2,249 | 1,932,398 | |||||||||||||||||||||||||
|
Senior Vice President, President Secure Services |
2024 | 556,973 | - | 509,469 | 395,381 | 166,724 | 22,801 | 1,651,348 | ||||||||||||||||||||||||
| 2023 | 540,750 | - | 444,692 | 398,565 | 1,552,449 | 12,344 | 2,948,800 | |||||||||||||||||||||||||
| 2022 | 525,000 | - | 624,000 | 781,149 | - | 22,664 | 1,952,813 | |||||||||||||||||||||||||
| (1) |
This column reflects the aggregate grant date fair value computed in accordance with |
| (2) |
The 2024 approved values on the date of grant, which reflects the number of shares granted at the closing price at the date of grant, for Messrs. Evans, Suchinski, March, Calabrese and Black were |
38
Table of Contents
| (3) |
We regard our Performance Award Plan as our annual bonus plan. The column of this table titled "Non-EquityIncentive Plan Compensation" consists solely of amounts accrued in 2024, 2023 and 2022, and paid in 2025, 2024 and 2023, respectively, under our Performance Award Plan with respect to each of our named executive officers. Please see "Compensation Discussion & Analysis" and "Annual Cash Incentive Compensation" for a further description of our Performance Award Plan. In 2024, the target adjusted EBITDA and revenue was |
The actual 2024 results achieved for Adjusted EBITDA and revenue was
| (4) |
Figures in this column consist of amounts accrued in 2024, 2023 and 2022 and with respect to each named executive officer's executive retirement agreement or senior officer retirement arrangement. With respect to |
| (5) |
The following sets forth for each named executive officer the description and amount of each item comprising each officer's total compensation appearing in the "All Other Compensation" column for 2024, 2023 and 2022 (Please see "Compensation Discussion & Analysis" and "Other Benefits and Perquisites" for a further description of these benefits): |
| All Other Compensation | ||||||||||||||||||||||||||||||||||||
| Executive | Year |
Auto Allowance ($)(a) |
Club Dues ($) |
Life Insurance ($)(b) |
Aircraft Usage ($)(c) |
Home Security ($) |
Relocation Allowance ($) |
Termination Payments ($) |
Total All Other Compensation ($) |
|||||||||||||||||||||||||||
|
|
2024 | 5,667 | 43,387 | 4,567 | 53,214 | - | - | - | 106,835 | |||||||||||||||||||||||||||
| 2023 | - | 23,389 | 4,191 | 130,191 | - | - | - | 157,771 | ||||||||||||||||||||||||||||
| 2022 | - | 31,500 | 4,191 | 74,300 | 2,605 | - | - | 112,596 | ||||||||||||||||||||||||||||
|
|
2024 | 15,557 | 13,700 | 1,782 | 16,783 | - | - | 2,060,016 | 2,107,838 | |||||||||||||||||||||||||||
| 2023 | 8,862 | - | 1,242 | 32,692 | - | - | - | 42,796 | ||||||||||||||||||||||||||||
| 2022 | 8,948 | - | 1,242 | 8,916 | 1,798 | - | - | 20,904 | ||||||||||||||||||||||||||||
|
|
2024 | 4,104 | 4,640 | 447 | - | - | 68,206 | - | 77,397 | |||||||||||||||||||||||||||
|
|
2024 | 9,600 | - | 1,449 | - | - | - | - | 11,049 | |||||||||||||||||||||||||||
|
|
2024 | 16,148 | - | 2,472 | - | - | - | - | 18,620 | |||||||||||||||||||||||||||
| 2023 | 18,140 | - | - | - | - | - | - | 18,140 | ||||||||||||||||||||||||||||
| 2022 | 2,249 | - | - | - | - | - | - | 2,249 | ||||||||||||||||||||||||||||
|
|
2024 | 8,722 | 11,997 | 2,082 | - | - | - | - | 22,801 | |||||||||||||||||||||||||||
| 2023 | 7,746 | 3,999 | 599 | - | - | - | - | 12,344 | ||||||||||||||||||||||||||||
| 2022 | 7,138 | 14,927 | 599 | - | - | - | - | 22,664 | ||||||||||||||||||||||||||||
| (a) |
Under our executive automobile policy, the executive is required to make contributions to GEO in circumstances where the cost of the executive automobile exceeds the overall cost allowance as determined under the policy. |
| (b) |
We pay rates for the life insurance policies of our named executive officers above the level that is excludable under applicable tax rules. The resulting excess coverage represented in this column is treated as imputed income to the officers. |
| (c) |
We provided certain perquisites to the named executive officers for personal use of the Company's leased aircraft. For 2024, |
39
Table of Contents
| business travel, the calculation does not include the fixed costs that do not change based on usage, such as pilots' salaries, aircraft acquisition costs and the cost of maintenance not related to trips. |
| (6) |
|
| (7) |
|
| (8) |
Amounts in this column for |
| (9) |
|
| (10) |
|
40
Table of Contents
CERTAIN MATERIAL EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS
The following executive compensation agreements and arrangements that were in place during 2024 are material to an understanding of the amounts paid and/or payable to our named executive officers disclosed in the table above.
Executive Employment Agreement with
The Company and
The Executive Chairman Agreement provides that upon the termination of the Executive Chairman Agreement by the Company without cause, by
Upon the termination of the Executive Chairman Agreement by GEO for cause or by
On
41
Table of Contents
Executive Employment Agreement with
The Company and
Under the terms of the Evans Employment Agreement,
The Evans Employment Agreement provided that upon the separation of employment by
The Evans Employment Agreement included a non-competition covenant that runsthrough the three-year period following the separation of the executive's employment, and confidentiality and work product provisions.
Executive Employment Agreements with Other Named Executive Officers
In addition to the agreements discussed above with
The amounts of base salaries that were paid to each of these executives during fiscal years 2024, 2023 and 2022 are set forth in the Summary Compensation Table above. The executives are also entitled to receive a target annual incentive bonus in accordance with the terms of our Performance Award Plan which is further described above in the Compensation Discussion & Analysis section.
The executive employment agreements that were in effect for Messrs. Black and Suchinski during the year ended
42
Table of Contents
current annual base salary; plus (2) the continuation of the executive's employee benefits (as defined in the employment agreement) for a period of two years (18 months in the case of
The executive employment agreement that was in effect for
The executive employment agreement that was in effect for
Upon the termination of the employment agreements by GEO for cause or by the voluntary resignation of the executive, the executive would be entitled to only the amount of salary, bonus, and employee benefits that is due through the effective date of the termination. Each employment agreement included a non-competitioncovenant that ran through the two-yearperiod following the termination of the executive's employment, and customary confidentiality provisions.
Under the terms of the employment agreements, annual base salaries for 2024 approved by the
Separation Agreement with
On
43
Table of Contents
the same time and under the same terms as other GEO executives: (iii) the benefits described in Section 5 of his employment agreement for
Separation Agreement with
On
Executive Retirement Agreement
Please see the "Compensation Discussion & Analysis" section above for a discussion of the Amended and Restated Retirement Agreement the Company has in place with
Senior Officer Retirement Plan
GEO maintains a senior officer retirement plan for its senior officers. Messrs. Evans, Black and March participated during 2024 in our senior officer retirement plan. The senior officer retirement plan is a non-qualifieddefined benefit plan and, subject to certain maximum and minimum provisions, provides for the payment to the officer of a monthly retirement benefit based on a percentage of the officer's final average annual salary earned during the employee's last five years of credited service (excluding bonus) multiplied by the employee's years of credited service. A participant will vest in his or her benefits under the senior officer retirement plan upon the completion of ten (10) years of service, provided such participant remains continuously employed by the Company until at least age fifty-five (55). The amount of benefit increases for each full year beyond ten (10) years of service except that there are no further increases after twenty-five (25) years of service. The maximum target benefit under the senior officer retirement plan is 45% of final average annual salary. Reduced benefits are payable for lesser service and early retirement. Benefits under the senior officer retirement plan are offset one hundred percent (100%) by social security benefits received (or estimated social security benefits to be received, if applicable) by the officer and are computed on the basis of a straight-life annuity. The plan also provides for pre-retirementdeath and disability benefits. Amounts owing under the plan are payable from the general assets of the Company. Messrs. Evans and Black retired from the Company effective
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Table of Contents
GRANTS OF PLAN-BASED AWARDS
The following sets forth information regarding the grants of plan-based awards to the named executive officers for the year ended
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(2) |
||||||||||||||||||||||||||||||||||||||||||||
|
Grant Date |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock Awards ( |
|||||||||||||||||||||||||||||||||||||||
|
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||||||||||||||||||||
|
|
- | 527,175 | 1,054,349 | 2,108,698 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 92,138 | - | - | 1,113,948 | |||||||||||||||||||||||||||||||||||
|
|
- | 487,448 | 974,895 | 1,949,790 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| - | - | - | 25,558 | 85,194 | 170,388 | - | - | - | 1,256,186 | |||||||||||||||||||||||||||||||||||
|
|
- | 331,275 | 662,550 | 1,325,100 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| - | - | - | 15,000 | 50,000 | 100,000 | - | - | - | 989,000 | |||||||||||||||||||||||||||||||||||
|
|
- | 109,676 | 219,351 | 438,702 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| - | - | - | 8,626 | 28,753 | 57,506 | - | - | - | 423,966 | |||||||||||||||||||||||||||||||||||
|
|
- | 341,214 | 682,427 | 1,364,854 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| - | - | - | 13,418 | 44,727 | 89,454 | - | - | - | 659,503 | |||||||||||||||||||||||||||||||||||
|
|
- | 197,691 | 395,381 | 790,762 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| - | - | - | 10,366 | 34,552 | 69,104 | - | - | - | 509,469 | |||||||||||||||||||||||||||||||||||
| (1) |
These columns reflect the threshold, target and maximum amounts that our named executive officers were eligible to receive under our Performance Award Plan with respect to year 2024. For a description of how these amounts have been calculated, please see "Compensation Discussion & Analysis - Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined - Annual Cash Incentive Compensation." For information on the amounts that our named executive officers actually received under our Performance Award Plan for 2024, please see the Non-EquityIncentive Plan Compensation column of the Summary Compensation table above. |
| (2) |
The awards reported under the "Estimated Future Payouts Under Equity Incentive Plan Awards" and the "All Other Stock Awards: Number of Shares of Stock or Units" columns were granted pursuant to our Second Amended and Restated 2018 Stock Incentive Plan. The columns under the "Estimated Future Payouts Under Equity Incentive Plan Awards" reflect the threshold, target and maximum number of shares of common stock that our named executive officers are eligible to receive pursuant to the performance-based restricted stock granted in 2024, other than |
| (3) |
The percentage of the shares related to the retuon capital employed metric was valued on our closing stock price on |
45
Table of Contents
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain information regarding equity-based awards held by our named executive officers as of
| Option Awards | Stock Awards | |||||||||||||||||||||||
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#)(1) |
Market Value of Shares or Units of Stock That Have Not Vested ( |
||||||||||||||||||
|
|
- | - | - | - | - | 92,138 | 2,578,021 | |||||||||||||||||
|
|
- | - | - | - | - | 271,517 | (3) | 7,597,046 | ||||||||||||||||
|
|
- | - | - | - | - | 50,000 | 1,399,000 | |||||||||||||||||
|
|
- | - | - | - | - | 55,738 | 1,559,549 | |||||||||||||||||
|
|
- | - | - | - | - | 192,274 | 5,379,827 | |||||||||||||||||
|
|
- | - | - | - | - | 179,267 | (4) | 5,015,891 | ||||||||||||||||
| (1) |
All shares in this column consist of restricted stock awards. The awards granted on |
| (2) |
Amounts in this column have been calculated using an assumed stock price of |
| (3) |
Pursuant to the terms of the Evans Separation Agreement, |
| (4) |
Pursuant to the terms of the Black Separation Agreement, |
OPTION EXERCISES AND STOCK VESTED
The following table sets forth certain information regarding the vesting of stock-based awards of each of the named executive officers of GEO during 2024.
| Option Awards | Stock Awards | |||||||||||
|
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) |
|||||||||
|
|
- | - | 552,599 | 6,611,584 | ||||||||
|
|
- | - | 251,014 | 2,994,597 | ||||||||
|
|
- | - | - | - | ||||||||
|
|
- | - | 16,494 | 199,412 | ||||||||
|
|
- | - | 40,313 | 480,934 | ||||||||
|
|
- | - | 11,250 | 195,600 | ||||||||
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Table of Contents
PENSION BENEFITS
The following table sets forth certain information with respect to each plan that provides for payments to each of the named executive officers of GEO at, following, or in connection with retirement from GEO.
| Plan Name |
Number of Years of Credited Service (#)(1) |
Present Value of Accumulated Benefit ( |
Payments During Last Fiscal Year |
|||||||||
|
|
Executive Retirement Agreement | N/A | 12,616,572 | - | ||||||||
|
|
Senior Officer Retirement Plan | 24 | 2,155,215 | - | ||||||||
|
|
Senior Officer Retirement Plan | - | - | - | ||||||||
|
|
Senior Officer Retirement Plan | 15 | 333,167 | - | ||||||||
|
|
Senior Officer Retirement Plan | - | - | - | ||||||||
|
|
Senior Officer Retirement Plan | 26 | 1,719,173 | - | ||||||||
| (1) |
The benefit of |
| (2) |
This column reflects amounts relating to each named executive officer's retirement agreement or retirement plan. The assumptions used in GEO's actuarial calculation of pension costs are based on payments in the form of a life annuity using market information and GEO's historical rates for employment compensation. Such actuarial assumptions are based using mortality tables for healthy participants and include a discount rate of 5.70% and a rate of compensation increase of 4.4%. |
| (3) |
Messrs. Evans and Black retired effective |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table sets forth for each named executive officer the payments that GEO would have been required to make as of
47
Table of Contents
agreements and arrangements described more fully above under "Certain Material Executive Compensation Agreements and Arrangements." All amounts in the table would have been payable in lump sums from the general assets of GEO.
|
Payment Due Pursuant to Officer's Employment Agreement upon Termination either by Company Without Cause or by Officer for Good Reason ( |
Payment Due Pursuant to Officer's Employment Agreement upon a Termination by Company With Cause or Resignation by Officer ( |
Payment Due Pursuant to Officer's Retirement Agreement or Arrangement upon a Termination for Any Reason ( |
||||||||
|
|
4,456,025 | - | 12,616,572 | |||||||
|
|
2,158,215 | - | 2,155,215 | |||||||
|
|
1,416,460 | - | - | |||||||
|
|
- | - | 333,167 | |||||||
|
|
1,512,965 | - | - | |||||||
|
|
1,226,941 | - | 1,719,173 | |||||||
| (1) |
Our current employment agreements with our named executive officers do not provide for any payments in connection with a change in control. Each officer would only have received the amount set forth in this column in connection with a change in control on |
| (2) |
In the event of a termination for any reason of any named executive officer on |
| (3) |
All amounts are calculated using each named executive officer's annual base salary on |
| (4) |
Although no named executive officer is eligible to receive a payment in connection with a termination for cause or a resignation pursuant to the officer's employment agreement, each officer is entitled to receive all accrued and unpaid amounts under the officer's employment agreement through the date of termination. |
| (5) |
The benefits for |
| (6) |
|
48
Table of Contents
| (7) |
|
PAY RATIO
Under rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. The paragraphs that follow describe our methodology and the resulting CEO pay ratio.
We identified the median employee using our employee population on
Pursuant to the de minimis exception, in identifying the median employee, we excluded 483 employees in
To identify the median employee from our employee population, we compared the amount of base salary, as reflected in our payroll records for 2024, excluding our CEO. We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. We do not grant equity to a large percentage of our employee population, so using base salary, is considered to be representative. As a result, the total annual compensation for the year ended
Because the
This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.
49
Table of Contents
PERFORMANCE
we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain financial performance of the Company. For further information concerning the Company's variable
philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Executive Compensation - Compensation Discussion & Analysis."
|
Value of Initial Fixed
Based On: |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Year
|
Summary
Compensation
Table Total
for (1)
|
Summary
Compensation
Table Total
for
(1)
|
Summary
Compensation
Table Total
for (1)
|
Compensation
Actually
Paid to
(2)
|
Compensation
Actually
Paid to (2)
|
Compensation
Actually Paid to
(2)
|
Average
Summary
Compensation
Total for
Non-PEO
Named
Executive
Officers
("NEO's)
(3)
|
Average
Compensation
Actually
Paid to Non-PEO
NEO's (4)
|
Total
Shareholder Return
(5)
|
Total Shareholder
Return
(6)
|
Net Income
Attributable
to GEO
(7)
|
Adjusted
Net Income (8)
|
||||||||||||||||||||||||||||||||||||
|
(a)
|
(a)
|
(b)
|
(b)
|
(c)
|
(d)
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||
|
2024
|
$ | 5,611,237 | $ - | $ | - | $ | 13,926,436 | $ | - | $ | - | $ | 2,740,014 | $ | 31,966 | |||||||||||||||||||||||||||||||||
|
2023
|
- | 3,137,763 | - | - | 4,116,553 | - | 3,127,858 | 3,142,068 | 62 | 118 | 113,987 | 117,471 | ||||||||||||||||||||||||||||||||||||
|
2022
|
- | 4,531,272 | - | - | 7,028,722 | - | 3,206,216 | 5,585,202 | 56 | 99 | 171,813 | 171,196 | ||||||||||||||||||||||||||||||||||||
|
2021
|
- | 1,601,207 | 11,270,248 | - | 1,652,434 | 10,844,304 | 1,825,765 | 1,905,353 | 41 | 137 | 77,418 | 159,203 | ||||||||||||||||||||||||||||||||||||
|
2020
|
- | - | 2,041,894 | - | - | (250,121 | ) | 1,596,221 | 889,174 | 63 | 103 | 113,032 | 155,581 | |||||||||||||||||||||||||||||||||||
| (1) |
The dollar amounts reflected in the columns labeled "(a)" are the amounts of total compensation reported for Messrs. Evans and Gordo and
|
| (2) |
The dollar amounts reported in the columns labeled "(b)" represent the amount of "compensation actually paid" (as computed in accordance with Item 402(v) of Regulation
S-K
and referred to as "CAP") to Messrs. Evans and Gordo and S-K,
the following adjustments were made to Messrs. Evans' and Gordo's and |
|
Summary Compensation Table Total to Compensation Actually Paid Reconciliation for PEOs
|
||||||||||||||||||
|
Year
|
Principal
Executive
Officer
|
Reported
Summary Compensation Table for PEO |
Reported
Value of Equity Awards |
Equity Award
Adjustments |
Compensation
Actually Paid to PEO |
|||||||||||||
| 2024 |
|
$ 5,611,237 | (1,256,186) | $ | 13,926,436 | |||||||||||||
| 2023 | 3,137,763 | (1,101,130 | ) | 2,079,920 | 4,116,553 | |||||||||||||
| 2022 | 4,531,272 | (1,560,000 | ) | 4,057,450 | 7,028,722 | |||||||||||||
| 2021 | 1,601,207 | (391,253 | ) | 442,480 | 1,652,434 | |||||||||||||
| 2021 | 11,270,248 | (1,978,000) | 1,552,056 | 10,844,304 | ||||||||||||||
| 2020 | 2,041,894 | (2,452,500) | 160,485 | (250,121 | ) | |||||||||||||
|
Summary of Equity Adjustments - PEO
|
||||||||||||||||||||||||||
|
Year
|
Principal
Executive
Officer
|
Year End
Outstanding and
Unvested Equity
Awards Granted During
the Year
|
Year over
Year Change
in Value of
Outstanding
and Unvested
Equity
Awards
Granted in
|
Fair Value as of
the Vesting Date of Equity
Awards
Granted and
Vested in the
Year
|
Year over Year
Change in
Value of
Equity Awards
Granted in
that Vested in
the Year
|
Fair Value at
the End of the
Prior Year of
Equity
Awards that Failed to Meet
Vesting
Conditions in
the Year
|
Total Equity
Award
Adjustments
|
|||||||||||||||||||
|
2024
|
$ | 5,803,400 | $- | $ | 321,036 | $- | $ | 9,571,385 | ||||||||||||||||||
|
2023
|
1,901,650 | 187,205 | - | (8,936 | ) | - | 2,079,920 | |||||||||||||||||||
|
2022
|
3,720,000 | 346,909 | - | (9,458 | ) | - | 4,057,450 | |||||||||||||||||||
|
2021
|
449,368 | (4,912 | ) | - | (1,977 | ) | - | 442,480 | ||||||||||||||||||
|
2021
|
1,869,156 | (166,125 | ) | - | (150,975 | ) | - | 1,552,056 | ||||||||||||||||||
|
2020
|
1,186,500 | (1,048,965 | ) | - | 22,950 | - | 160,485 | |||||||||||||||||||
| (3) |
The dollar amounts reported in column (c) represent the average of the amounts reported for the Company's named executive officers ("NEOs") as a group (excluding any person who served as our principal executive officer, or "PEO") in the "Total" column of the applicable "Summary Compensation Table." The names of each of the
non-PEO
NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, |
| (4) |
The dollar amounts reported in column (d) represent the average CAP for the
non-PEO
NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO
NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K,
the following adjustments were made to the average total compensation for the non-PEO
NEOs as a group for each year to determine the average CAP for such group: |
|
Summary Compensation Table Total to Compensation Actually Paid Reconciliation for
Non-PEO
NEO's |
||||||||||||||||||||||||
|
Year
|
Reported Summary
Compensation
Table for
Non-PEO
NEO's
|
Reported Value
of Equity Awards
|
Equity Award
Adjustments
|
Defined
Benefit Plan
Service Cost
Additions
|
Defined
Benefit Plan
Actuarial
Value
Deductions
|
Compensation
Actually Paid to
Non-PEO
NEO's |
||||||||||||||||||
| 2024 | $ | (739,177 | ) | $ 9,287 | $ | (711,896 | ) | |||||||||||||||||
| 2023 | 3,127,858 | (652,226 | ) | 1,088,787 | 35,157 | (457,507 | ) | 3,142,068 | ||||||||||||||||
| 2022 | 3,206,216 | (757,001 | ) | 3,070,663 | 65,325 | - | 5,585,202 | |||||||||||||||||
| 2021 | 1,825,765 | (656,695 | ) | 705,983 | 112,964 | (82,664 | ) | 1,905,353 | ||||||||||||||||
| 2020 | 1,596,221 | (534,420 | ) | (54,035 | ) | 91,840 | (210,432 | ) | 889,174 | |||||||||||||||
|
Summary of Equity Adjustments -
Non-PEO
NEO's |
||||||||||||||||||||||||
|
Year
|
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted During
the Year
|
Year over
Year Change
in Value of
Outstanding
and Unvested
Equity
Awards
Granted in
|
Fair
Value as
of the
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
|
Year over
Year Change
in Value of
Equity
Awards
Granted in
that Vested in
the Year
|
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
|
Total Equity
Award
Adjustments
|
||||||||||||||||||
| 2024 | $- | $ | 132,092 | $- | ||||||||||||||||||||
| 2023 | 982,295 | 482,566 | - | (376,074 | ) | - | 1,088,787 | |||||||||||||||||
| 2022 | 1,684,263 | 1,507,130 | - | (120,730 | ) | - | 3,070,663 | |||||||||||||||||
| 2021 | 768,741 | (36,338 | ) | - | (26,421 | ) | - | 705,983 | ||||||||||||||||
| 2020 | 197,430 | (252,868 | ) | - | 1,404 | - | (54,035 | ) | ||||||||||||||||
| (5) |
Cumulative Total Shareholder Retu("TSR") is calculated in accordance with the requirements of Item 402(v) of Regulation
S-K.
|
| (6) |
Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a retuis indicated. Our peer group consisted of similarly sized equity REIT's in 2020 and 2021. In 2022, due to the transition from REIT status in late 2021, the Compensation Committee continued to review compensation data from the REIT peer group while also referencing market data from a broad survey of general industry companies with revenues between
|
| (7) |
The dollar amounts reported represent the amount of net income attributable to
|
| (8) |
Adjusted Net Income is calculated as net income/(loss) attributable to GEO adjusted for, if applicable in a given year, gain/loss on asset divestitures/impairment,
pre-tax,
gain/loss on extinguishment of debt, litigation costs and settlements, pre-tax,
start-up
expenses, pre-tax,
transaction fees, pre-tax,
one-time
employee restructuring expenses, pre-tax,
ATM equity program expenses, pre-tax,
close-out
expenses, pre-tax,
discreet tax benefit, and the tax effect of adjustments to net income attributable to |
we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
|
•
|
Adjusted Net Income
|
|
•
|
Adjusted EBITDA
|
|
•
|
Retuon Capital Employed
|
|
•
|
Revenue
|
Table of Contents
DIRECTOR COMPENSATION
Process and Philosophy
The Compensation Committee sets the compensation of our non-employeedirectors on an annual basis. The Compensation Committee's philosophy with respect to the Company's director compensation program is to provide a compensation structure and amount that will attract and retain highly competent, skilled and engaged individuals for Board service. We compete with many companies to attract and retain experienced and highly capable individuals to serve as our directors, some of which are private and many of which are much larger than we are. In determining the appropriate components and level of compensation for our directors, the Compensation Committee considers the time commitment, unique skillsets, industry pay levels and the size of the Company's Board and the number of Board committees relative to the size of other boards in the industry. Additionally, the Compensation Committee believes that it is consistent with its philosophy to use a mix of cash and equity compensation to align director compensation with long term shareholder value, while at the same time providing directors with an appropriate level of compensation for their service.
2024 Compensation
In February of 2024, the Compensation Committee reviewed Pay Governance's latest analysis and findings relating to non-employeedirector compensation. The study found that the Company's cash retainer structure and equity compensation were in line with peer group practice and were consistent with the median of the peer group except that the retainers for the Compensation Committee chair and members were below the median. Based on the study, the Compensation Committee approved an increase to the committee chair retainer and committee member retainer for the Compensation Committee. All other elements of the non-employeedirector compensation program were maintained at the same level from 2023. Below is the pay program for 2024:
| Pay Element | Fiscal Year 2024 Compensation Program | |
|
Board Cash Retainer |
||
|
Board Meeting Fees |
No Meeting Fees | |
|
Board Equity Retainer |
||
|
Committee Chair Retainer |
Audit: Compensation: All Others: |
|
|
Committee Member Retainer |
Audit: Compensation: All Others: |
|
|
Committee Meeting Fees |
No Meeting Fees | |
|
Lead Director Retainer |
||
|
Annual Per Diem |
No per diem offered, directors will be reimbursed
for specific business-related expenses. |
Beginning in fiscal year 2020, we adopted maximum compensation levels for directors. The maximum compensation levels for directors during 2024 was as follows:
| • |
Lead Director: |
| • |
All Other Directors: |
We believe these maximums are appropriate to ensure that individual pay levels continue to align with market practices among peer company industry directors. The Compensation Committee reviews non-employeedirector pay on an annual basis and adjusts compensation levels accordingly, including the individual maximums, as appropriate and consistent with the Compensation Committee's philosophy for non-employeedirector compensation. As part of the Compensation Committee's annual review, the Compensation Committee requests that its independent compensation consultant compare director compensation levels, policies, practices and
56
Table of Contents
procedures to a set of peer companies selected by the Compensation Committee (which is the same peer group it uses to evaluate executive officer compensation) and provide the Compensation Committee with its annual report as well as an annual report on best practices concerning director compensation.
In 2024, there was a discretionary one-timepayment of
Additionally, we maintain a share ownership requirement for our non-employeedirectors requiring them to hold three times their annual cash retainers in Company equity within five years of their appointment to the Board.
The Company is efficiently governed by a group of directors with deep knowledge of the industry and significant experience working in partnership with federal, state and local governments to meet their needs. Many of our directors are asked to be a member of and chair multiple committees of our Board of Directors resulting in a greater time commitment and span of Board responsibilities than the typical director in our peer companies.
Current Director committee assignments for non-employeedirectors are as follows, with C indicating the Chairperson of such committee, X indicating that a director is a member of such committee and LD indicating the Lead Independent Director:
| Director | Audit and Finance Committee(1) |
Compensation Committee |
Nominating and Corporate Governance Committee |
Executive Committee |
Corporate Planning Committee |
Criminal Justice and Rehabilitation Committee |
Cyber Security and Environmental Oversight Committee |
Health Services Committee |
Human Rights Committee |
Independent Committee |
Legal Steering Committee |
Operations and Oversight Committee |
||||||||||||
|
|
X | X | X | X | C | X | X | |||||||||||||||||
|
|
X | C | C | X | X | C | X | X | C | X | ||||||||||||||
|
|
X | X | X | C | X | X | ||||||||||||||||||
|
|
X | X | X | X | X | X | X | X | X | C | ||||||||||||||
|
|
X | X | X | X | C | X | C | |||||||||||||||||
|
|
C | X | X | X | X | X | ||||||||||||||||||
|
|
X | X | C | X | X | X |
| (1) |
Upon conclusion of the annual meeting, |
| (2) |
|
| (3) |
|
57
Table of Contents
DIRECTOR'S COMPENSATION
The following table shows the compensation earned by each director who was not an officer during fiscal year 2024.
|
Fees Earned or Paid in Cash ( |
Stock Awards ( |
Option Awards ( |
All Other Compensation ($) |
Total ($) | ||||||||||||
|
|
148,750 | 134,997 | - | - | 283,747 | |||||||||||
|
|
150,625 | 134,997 | - | - | 285,622 | |||||||||||
|
|
83,750 | - | - | - | 83,750 | |||||||||||
|
|
190,000 | 134,997 | - | - | 324,997 | |||||||||||
|
|
163,750 | 134,997 | - | - | 298,747 | |||||||||||
|
|
231,250 | 134,997 | - | - | 366,247 | |||||||||||
|
|
152,500 | 134,997 | - | - | 287,497 | |||||||||||
|
|
152,500 | 134,997 | - | - | 287,497 | |||||||||||
| (1) |
These amounts consist of: (i) an annual retainer fee which was paid at a rate of |
| (2) |
This column reflects the aggregate grant date fair value with respect to stock awards during 2024 for each director who was not a named executive officer. The grant date fair value of the restricted stock award granted on |
| (3) |
There were no stock options awarded to directors during 2024. |
| (4) |
The table below sets forth the aggregate number of shares of common stock subject to stock awards and option awards held by each director who is not a named executive officer outstanding as of the end of 2024. |
|
Stock Awards |
Option Awards |
|||||||
|
|
31,010 | - | ||||||
|
|
31,010 | - | ||||||
|
|
- | - | ||||||
|
|
34,288 | - | ||||||
|
|
22,329 | - | ||||||
|
|
31,010 | - | ||||||
|
|
31,010 | - | ||||||
|
|
34,288 | - | ||||||
2025 Compensation
In February of 2025, the Compensation Committee reviewed Pay Governance's analysis and findings detailing compensation trends and practices for compensation of directors among our peer group. Based on such review, the larger number of Board committees the Company has relative to its peer companies and to maintain what it believes is the proper mix between cash and equity compensation, the Compensation Committee and Board approved an increase to the annual cash retainer payable to non-employeemembers of the Board from
58
Table of Contents
the Board from
COMPENSATION COMMITTEE REPORT
In accordance with the powers and duties of the Compensation Committee as set forth in its charter, the committee hereby reports the following:
| 1. |
The Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis required by Item 402(b) of Regulation S-Kset forth elsewhere in this proxy statement; and |
| 2. |
Based on the review and discussion referred to in the preceding paragraph, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this proxy statement. |
By the Compensation Committee:
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2024, regarding our equity compensation plans.
| Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |
(b) Weighted-average |
(c) Number of securities |
|||||||||
|
Equity compensation plans approved by security holders |
1,632,213 | (1) | $ | 16.94 | 8,969,710 | (2) | ||||||
|
Equity compensation plans not approved by security holders |
- | - | - | |||||||||
|
Total |
1,632,213 | (1) | $ | 16.94 | 8,969,710 | (2) | ||||||
| (1) |
Consists of outstanding stock option awards under the 2014 Stock Incentive Plan and the Second Amended and Restated 2018 Stock Incentive Plan. |
| (2) |
Consists of 8,556,013 shares available under the Second Amended and Restated 2018 Stock Incentive Plan and 413,697 shares available under the Amended and Restated Employee Stock Purchase Plan. |
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Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In 2024,
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires that GEO's directors, executive officers and persons who beneficially own 10% or more of GEO's common stock file with the
PROPOSAL 2:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit and
If the appointment of
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote "FOR" the ratification of
60
Table of Contents
PROPOSAL 3:
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.
As described above in detail under the heading "Compensation Discussion & Analysis," we seek to closely align the interests of our named executive officers with the interests of our shareholders. Our compensation programs are designed to attract, retain and motivate our named executive officers to increase shareholder value on both an annual and a longer term basis while at the same time avoiding the encouragement of unnecessary or excessive risk taking. Our Compensation Committee continues to closely link executive compensation with the achievement of performance goals.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our named executive officers and the executive compensation philosophy, policies and practices, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. Although non-binding,our Board of Directors and Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.
Accordingly, we ask our shareholders to vote on the following resolution at the annual meeting:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K,including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby APPROVED."
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote "FOR" the approval of the compensation of our named executive officers, as disclosed in this proxy statement.
SHAREHOLDER PROPOSAL AND NOMINATIONS DEADLINE
As more specifically provided in our Bylaws, no business may be brought before an annual meeting by a shareholder unless the shareholder has provided proper notice to us not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. Accordingly, since our annual meeting for 2025 is scheduled for April 29, 2025, any shareholder proposal to be considered at the 2026 annual meeting must be properly submitted to us not earlier than December 30, 2025 nor later than January 29, 2026. These requirements are separate from the Securities and Exchange Commission's requirements that a shareholder must meet in order to have a proposal included in our proxy statement. For the 2026 annual meeting, under the Securities and Exchange Commission's requirements, any shareholder proposals must be received by GEO no later than November 20, 2025 in order to be included in our 2026 proxy statement.
In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company's nominees must provide notice to the Company that sets forth the information required by Rule 14a-19(b)under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company's shares entitled to vote in the election of directors in support of director nominees other than the Company's nominees.
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Table of Contents
VIRTUAL ANNUAL SHAREHOLDERS MEETING GUIDELINES
The Board of Directors believes that the virtual meeting format provides the opportunity for participation by a broader group of our shareholders, while reducing the costs associated with planning, holding and arranging logistics for an in-personmeeting. The virtual meeting format enables shareholders to participate fully, and equally, from any location around the world, at no cost. It also reduces the environmental impact of our annual meeting. We designed the format of our annual meeting to ensure that our shareholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-personmeeting and to enhance shareholder access, participation and communication through online tools. Members of senior management and our directors will also attend the annual meeting.
Date and Time. The annual meeting will be held "virtually" through a live audio webcast on Tuesday, April 29, 2025, at 10:00 a.m. EasteDaylight Time. There will be no physical meeting location. The annual meeting will only be conducted via an audio webcast.
Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the annual meeting will begin promptly at 10:00 a.m. EasteDaylight Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the annual meeting to allow time for you to log in and test the computer audio system. We encourage our shareholders to access the annual meeting prior to the start time.
Log in Instructions. To attend the virtual annual meeting, log in at www.virtualshareholdermeeting.com/GEO2025. Shareholders will need their unique control number which appears on the Notice Regarding the Availability of Proxy Materials or the proxy card (printed in the box and marked by the arrow). In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than April 15, 2025, so that you can be provided with a control number and gain access to the annual meeting.
Submitting Questions to the virtual Annual Meeting. Shareholders may submit questions in writing on the day of or during the annual meeting on www.virtualshareholdermeeting.com/GEO2025. Shareholders will need their unique control number which appears on their Notice Regarding the Availability of Proxy Materials or the proxy card (printed in the box and marked by the arrow).
As part of the annual meeting, we will hold a Q&A session, during which we intend to answer all questions submitted during the annual meeting in accordance with the annual meeting's Rules of Conduct and Procedures which are pertinent to the Company and the annual meeting matters, as time permits. In order to ensure that as many shareholders as possible are able to ask questions or make a comment during the Q&A period, each shareholder will be permitted no more than two questions or comments. In order to ensure questions are compiled in a timely manner for the Q&A session, we ask that any shareholder wishing to ask a question during the annual meeting do so as soon as possible and prior to the conclusion of the presentation of the proposals. Additionally, we value and welcome the views, questions and constructive comments of our shareholders, but the purpose of the annual meeting will be observed and questions or comments will not be addressed that are determined to be irrelevant or inappropriate, including those that are: irrelevant to the business of the annual meeting or GEO's business, derogatory references that are not in good taste, unduly prolonged, substantially repetitious of questions or comments made by other persons, or related to personal grievances.
Questions and answers to any such questions that were addressed during the annual meeting and the questions and answers that were not addressed during the annual meeting due to time constraints will be published following the annual meeting on the Company's website at www.geogroup.com under the links "Investor Relations" - "Resources" - "Corporate Governance." Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The questions and answers will remain available until the 2026 Proxy Statement is filed.
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Table of Contents
Technical Assistance. Beginning 30 minutes prior to the start of and during the virtual annual meeting, Broadridge will have a support team ready to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting.
If you encounter any difficulties accessing the virtual meeting during the check-inor annual meeting time, please reach out to Broadridge's technical support team using the contact information available on the virtual meeting website at www.virtualshareholdermeeting.com/GEO2025.
Voting shares prior to and at the virtual annual meeting. Shareholders may vote their shares at www.proxyvote.comprior to the day of the virtual annual meeting or at www.virtualshareholdermeeting.com/GEO2025 on the day of and during the virtual annual meeting.
Availability of live webcast to officers, directors, employees and other constituents; Replay. The live audio webcast will be available to not only our shareholders, but also our officers, directors, employees and other constituents. A replay of the annual meeting will be made publicly available 24 hours after the annual meeting at www.virtualshareholdermeeting.com/GEO2025.
HOUSEHOLDING
As permitted by rules adopted by the Securities and Exchange Commission, we are delivering a single Notice of Internet Availability of Proxy Materials, annual report and proxy statement, as applicable, to any household at which two or more shareholders reside if we believe the shareholders are members of the same family, unless otherwise instructed by one or more of the shareholders. We will promptly deliver separate copies of these documents upon the written or oral request of any shareholders at a shared address to which a single copy of the documents was delivered.
If your household received a single set of any of these documents, but you would prefer to receive your own copy, or if you share an address with another shareholder and together both of you would like to receive only a single set of these documents, please follow these instructions:
| • |
If your shares are registered in your own name, please contact our transfer agent, |
| • |
If your household received a single Notice of Annual Meeting of Stockholders or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge Householding Department, by calling their toll free number, 1-866-540-7095,or by writing to: Broadridge, Householding Department, 51 Mercedes Way, |
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Table of Contents
OTHER MATTERS
The Board of Directors knows of no other matters to come before the shareholders' meeting.
By Order of the Board of Directors,
Senior Vice President, Legal Services, General Counsel and Corporate Secretary
March 20, 2025
A copy of GEO's 2024 annual report, proxy statement or Annual Report on Form 10-Kfor the fiscal year ended December 31, 2024, including the financial statements and the schedules thereto, but excluding exhibits thereto, which has been filed with the
64
Table of Contents
APPENDIX A
Reconciliation of Non-GAAPFinancial Measures
GEO reports its financial results in accordance with accounting principles generally accepted in
| Adjusted EBITDA (in thousands) | Year Ended December 31, 2024 |
|||
|
Net income |
$ | 31,896 | ||
|
Add: |
||||
|
Income tax provision * |
10,203 | |||
|
Interest expense, net of interest income ** |
268,474 | |||
|
Depreciation and amortization |
126,220 | |||
|
EBITDA |
436,793 | |||
|
Add (Subtract): |
||||
|
Loss on asset divestitures, pre-tax |
2,907 | |||
|
Net loss attributable to noncontrolling interests |
70 | |||
|
Stock based compensation, pre-tax |
18,107 | |||
|
Litigation costs and settlements, pre-tax |
- | |||
|
Employee restructuring expenses, pre-tax |
2,060 | |||
|
Start-upexpenses, pre-tax |
507 | |||
|
ATM equity program expenses, pre-tax |
264 | |||
|
Close-outexpenses, pre-tax |
2,345 | |||
|
Transaction fees, pre-tax |
3,632 | |||
|
Other non-cashrevenue & expenses, pre-tax |
(3,196 | ) | ||
|
Adjusted EBITDA |
$ | 463,489 | ||
|
Adjusted Net Income (in thousands) |
||||
|
Net income attributable to GEO |
$ | 31,966 | ||
|
Add (Subtract): |
||||
|
Loss on asset divestitures, pre-tax |
2,907 | |||
|
Loss on extinguishment of debt, pre-tax |
86,637 | |||
|
Employee restructuring expenses, pre-tax |
2,060 | |||
|
Start-up expenses, pre-tax |
507 | |||
|
ATM equity program expenses, pre-tax |
264 | |||
|
Close-out expenses, pre-tax |
2,345 | |||
|
Transaction fees, pre-tax |
3,632 | |||
|
Discrete tax benefit |
(4,611 | ) | ||
|
Tax effect of adjustment to net income attributable to GEO |
(24,733 | ) | ||
|
Adjusted Net Income |
$ | 100,974 | ||
|
Adjusted Revenue (in thousands) |
||||
|
Revenue |
$ | 2,423,700 | ||
|
Add: |
||||
|
Tacoma Voluntary Work Program |
1,900 | |||
|
Karnes Contract |
700 | |||
|
Adjusted Revenue |
$ | 2,426,300 | ||
| * |
includes income tax provision on equity in earnings of affiliates |
| ** |
includes loss on extinguishment of debt |
Table of Contents
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V61606-P26089
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
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