GEO GROUP INC

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 Dr. Zoley

The Company and Dr. Zoley entered into on May 27, 2021 an Executive Chairman Employment Agreement effective as of July 1, 2021 (the “Executive Chairman Agreement”). Pursuant to the terms of the Executive Chairman Agreement, Dr. Zoley serves as Executive Chairman assisting the new Chief Executive Officer in his transition, among other duties and responsibilities, and reports directly to the Board of Directors for a term of five years ending on June 30, 2026 and subject to automatic renewals forone-year periods unless either the Company or Dr. Zoley gives written notice at least 1 year prior to the expiration of the term. Under the terms of the Executive Chairman Agreement, Dr. Zoley will be paid an annual base salary of $1.0 million and will be eligible to receive target annual performance awards equal to 100% of base salary in accordance with the terms of any plan governing senior management performance awards. Dr. Zoley will also be entitled to receive an annual equity incentive award with a grant date fair value equal to 100% of base salary and subject to a time-based vesting schedule of one (1) year from the date of grant. Lastly, Dr. Zoley is entitled to participate in all benefits and perquisites available to executive officers of GEO.

The Executive Chairman Agreement provides that upon the termination of the Executive Chairman Agreement by the Company without cause, by Dr. Zoley for good reason or upon Dr. Zoley’s death or disability, Dr. Zoley will be entitled to receive a termination payment equal to two times the sum of his annual base salary and the target bonus. In addition, the unvested portion of any equity award will fully vest and the Company will provide Dr. Zoley and any of his covered dependents with the executive benefits beginning on the date that they are no longer entitled to the fringe benefits under the separation agreement until the ten (10) year anniversary of the date of termination of the Executive Chairman Agreement. For purposes of the Executive Chairman Agreement, “Good Reason” shall exist if (i) there is a material reduction in Dr. Zoley’s authority, duties or responsibilities thereunder, including any requirement that Dr. Zoley is required to report to any person or entity other than the Board; (ii) any material reduction to Dr. Zoley’s Base Salary, Bonus, Equity Award or Retirement Credit; (iii) GEO requires Dr. Zoley to change the geographic location at which he must perform services under this Agreement more than 50 miles from the location at which he was principally employed; or (iv) any material breach of this Agreement by GEO; provided, however, Good Reason will only exist if Dr. Zoley gives GEO written notice of the existence of the above referenced event within ninety (90) days of the initial existence of such event and GEO fails to remedy such event within 90 days of such notice.

Upon the termination of the Executive Chairman Agreement by GEO for cause or by Dr. Zoley without good reason, Dr. Zoley will be entitled to only the amount of compensation that is due through the effective date of the termination, including the retirement benefit due to him under his executive retirement agreement. The Executive Chairman Agreement contains restrictive covenants, including anon-competition covenant that runs through the three (3) year period following the termination of the executive’s employment, and customary confidentiality and work product provisions.

On February 24, 2025, Dr. Zoley and the Board discussed their mutual desire for Dr. Zoley to continue to serve as Executive Chairman beyond the original term that concludes on June 30, 2026 on terms to be mutually agreed upon. Although Dr. Zoley and the Company had previously contemplated Dr. Zoley concluding his term as Executive Chairman on June 30, 2026 and continuing to serve as an Advisor and as Non-Executive Chairman, the Board and Dr. Zoley believe it would be in the best interests of the Company for Dr. Zoley to continue in the role of Executive Chairman in light of the unprecedented business opportunities that GEO is experiencing, and how Dr. Zoley’s institutional knowledge regarding GEO and the industry as a whole, as well as his experience with business development and customer relationships can greatly assist GEO during this time period.

Executive Employment Agreement with Mr. Evans

The Company and Mr. Evans entered into on December 4, 2023, an Executive Employment Agreement effective as of January 1, 2024 (the “Evans Employment Agreement”). Pursuant to the Evans Employment Agreement, Mr. Evans served as Chief Executive Officer and reported directly to the Executive Chairman. The Evans Employment Agreement provided for an initial term of three years and unless sooner terminated or not renewed it would automatically renew for a rolling three-year term. Both Mr. Evans and the Company had the right to terminate Mr. Evan’s employment under the Evans Employment Agreement for any reason upon not less than thirty (30) days written notice.

Under the terms of the Evans Employment Agreement, Mr. Evans would be paid an annual base salary of $1,000,000, subject to the review and potential increase in the sole discretion of the Compensation Committee. Mr. Evans was also entitled to receive a target annual performance award of 100% of Mr. Evans’ base salary and was entitled to participate in the Second Amended and Restated The GEO Group, Inc. 2018 Stock Incentive Plan.

The Evans Employment Agreement provided that upon the separation of employment by Mr. Evans for good reason, by the Company without cause or upon the death or disability of Mr. Evans, he would be entitled to receive a separation payment equal to two (2) times the sum of his annual base salary. The Company would also continue to provide Mr. Evans and any covered dependents with the Executive Benefits as defined in the Evans Employment Agreement for a period of five (5) years after the date of separation. In the event of Mr. Evans’ death within such five (5) year period, the Company would continue to provide the Executive Benefits to Mr. Evans’ covered dependents, and, if applicable to Mr. Evans’ estate. In addition, the Evans Employment Agreement provided that upon such separation, GEO would transfer all of its interest in any automobile used by Mr. Evans pursuant to its Executive Automobile Policy (the “Executive Automobile Policy”) and pay the balance of any outstanding loans or leases on such automobile so that Mr. Evans would own the automobile outright. In the event such automobile was leased, GEO would pay the residual cost of the lease. Lastly, all of the outstanding and unvested stock options and restricted stock granted to Mr. Evans prior to separation would fully vest immediately upon separation; provided, however that any restricted stock that is subject to performance-based vesting would only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met, and provided further that Mr. Evans remains in full compliance with the restrictive covenants set forth in the Evans Employment Agreement. Upon a separation of employment by GEO for cause or by Mr. Evans without good reason, Mr. Evans would be entitled to only the amount of compensation that is due through the effective date of the separation.

The Evans Employment Agreement included a non-competition covenant that runs through 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 Dr. Zoley and Mr. Evans, we had executive employment agreements in place with Messrs. Suchinski, March, Calabrese and Black during 2024. We entered into an Executive Employment Agreement, effective July 8, 2024, with Mr. Suchinski in connection with his appointment as Chief Financial Officer.

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 December 31, 2024 provided that upon the termination of the agreement for any reason other than by GEO for cause (as defined in the employment agreement) or by the voluntary resignation of the executive, the executive would be entitled to receive a termination payment equal to the following: (1) two years of the executive’s then 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 Mr. Suchinski), plus (3) the dollar value of the sum of paid vacation time that the executive was entitled to take immediately prior to the termination which was not in fact taken by the executive in the case of Mr. Black. In addition, the employment agreements provided that upon such termination of the executive, GEO would transfer all of its interest in any automobile used by the executive pursuant to its employee automobile policy and pay the balance of any outstanding loans or leases on such automobile so that the executive owns the automobile outright. In the event such automobile is leased, the employment agreements provided that GEO would pay the residual cost of the lease. Also, upon such termination, all of the executive’s unvested stock options and restricted stock would fully vest immediately, provided however, that any restricted stock that was still subject to performance based vesting at the time of such termination shall only vest when and to the extent the Compensation Committee of the Board certifies that the performance goals were actually met.

The executive employment agreement that was in effect for Mr. Calabrese during the year ended December 31, 2024 provided that upon the termination of the agreement for any reason other than by GEO for cause (as defined in the employment agreement) or by the voluntary resignation of the executive, the executive would be entitled to receive a termination payment equal to six months of the executive’s then current annual base salary. In addition, the employment agreements provided that upon such termination of the executive, GEO would transfer all of its interest in any automobile used by the executive pursuant to its employee automobile policy and pay the balance of any outstanding loans or leases on such automobile so that the executive owns the automobile outright. In the event such automobile is leased, the employment agreements provided that GEO would pay the residual cost of the lease. Also, upon such termination, all of the executive’s unvested stock options and restricted stock would fully vest immediately, provided however, that any restricted stock that is still subject to performance based vesting at the time of such termination shall only vest when and to the extent the Compensation Committee of the Board certifies that the performance goals were actually met.

The executive employment agreement that was in effect for Mr. March during the year ended December 31, 2024 provided that upon the termination of the agreement for any reason other than by GEO for cause (as defined in the employment agreement) or by the voluntary resignation of the executive, the executive would be entitled to receive a termination payment equal to the following: (1) the executive’s then current annual base salary for the greater of the remaining time left on the term or 12 months; plus (2) the continuation of the executive’s employee benefits (as defined in the employment agreement) for a period of 12 months. Also, upon such termination, all of the executive’s unvested stock options and restricted stock would continue to vest for the greater of the remainder of the term or 12 months.

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 anon-competition covenant that ran through thetwo-year period 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 Compensation Committee for Messrs. Evans, Suchinski, March, Calabrese and Black were $1,030,000, $700,000, $463,500, $721,000 and $556,973, respectively.

Separation Agreement with Mr. Evans

On December 11, 2024, Mr. Evans provided notice to the Company of his retirement effective December 31, 2024 (the “Separation Date”). Mr. Evans and GEO entered into a Separation Agreement and General Release on December 13, 2024 (the “Evans Separation Agreement”). Pursuant to the terms of the Evans Separation Agreement, Mr. Evans will be entitled to receive the following in addition to accrued wages: (i) the payment of $85,834 per month commencing on the Separation Date and continuing through December 31, 2026; (ii) the payment of his annual performance award for the year ending December 31, 2024, which will be paid in 2025, at the same time and under the same terms as other GEO executives: (iii) the benefits described in Section 5 of his employment agreement for Mr. Evans and his covered dependents for a period of five years after the Separation Date; (iv) all of the Company’s interest in any automobile used by Mr. Evans pursuant to the Company’s Executive Automobile Policy (the “Executive Automobile Policy”) and the Company shall pay the balance of any outstanding loan or lease on such automobile; (v) all outstanding unvested stock options and restricted stock granted to Mr. Evans prior to his retirement will fully vest immediately upon the Separation Date, provided, however that any restricted stock that is still subject to performance-based vesting shall vest when and to the extent the Compensation Committee certifies that the performance goals are actually met; and (vi) the payment of reasonable legal fees and costs incurred by Mr. Evans in connection with the Evans Separation Agreement up to $25,000. The Evans Separation Agreement also contains a mutual release, confidentialityand non-disparagement provisions.

Separation Agreement with Mr. Black

On November 26, 2024, Mr. Black informed the Company that he would be retiring effective December 31, 2024. The Company and Mr. Black entered into a separation and general release agreement (the “Black Separation Agreement”). Pursuant to the Black Separation Agreement, Mr. Black will be entitled to: (i) receive $46,415 per month for consulting services to be rendered pursuant to the terms of the Consultant Agreement that the Company and Mr. Black entered into through December 31, 2026; (ii) receive his 2024 annual performance award to be paid in 2025 at the same time and under the same terms as other executives; (iii) receive COBRA coverage for him and his covered dependents for a period of 18 months at GEO’s cost; and (iv) to become vested in stock options and restricted stock that are unvested as of the effective date of December 31, 2024, except for any unvested equity award subject to performance-based vesting that will only vest when and to the extent the Compensation Committee certifies that the performance goals are met. The Black Separation Agreement also contains customary provisions related to confidentialityand non-disparagement.

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 Dr. Zoley.

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 anon-qualified 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, 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 forpre-retirement death 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 December 31, 2024 and are eligible for retirement benefits under the senior officer retirement plan. Mr. Calabrese is not eligible for retirement benefits under the senior officer retirement plan based on his prior employment and retirement, which resulted in Mr. Calabrese taking his benefits at that time.