GEO GROUP INC

Process and Philosophy

The Compensation Committee sets the compensation of ournon-employee directors 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 tonon-employee director 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 thenon-employee director compensation program were maintained at the same level from 2023. Below is the pay program for 2024:

Beginning in fiscal year 2020, we adopted maximum compensation levels for directors. The maximum compensation levels for directors during 2024 was as follows:

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 reviewsnon-employee director pay on an annual basis and adjusts compensation levels accordingly, including the individual maximums, as appropriate and consistent with the Compensation Committee’s philosophy fornon-employee director 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 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 discretionaryone-time payment of $20,000 made to thenon-employee directors who attended the Company’s Leadership Conference in recognition of their time and service that greatly contributed to the success of the Leadership Conference. As this payment was not originally contemplated by the director compensation program, the cap on maximum director compensation was exceeded for two directors. The Compensation Committee and Board approved exceeding the cap.

Additionally, we maintain a share ownership requirement for ournon-employee directors 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 fornon-employee directors 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’S COMPENSATION

The following table shows the compensation earned by each director who was not an officer during fiscal year 2024.

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 tonon-employee members of the Board from $85,000 to $100,000, an increase to the target value of the annual equity compensation award fornon-employee members of the Board from $135,000 to $150,000, and an increase in the cap on the total director feesnon-employee members of the Board may earn from $350,000 to $375,000 for the Lead Independent Director and from $300,000 to $350,000 for the other directors.