GEO GROUP INC
For the period ended Apr 29, 2025. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Mar 20, 2025
Contents
PAY VERSUS PERFORMANCE
PAY
VERSUS
PERFORMANCE
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of
Regulation S-K,
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
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion & Analysis.”
| Value of Initial Fixed $100 Investment Based On: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for Mr. Evans (1) | Summary Compensation Table Total for Mr. Gordo (1) | Summary Compensation Table Total for Dr. Zoley (1) | Compensation Actually Paid to Mr. Evans (2) | Compensation Actually Paid to Mr. Gordo (2) | Compensation Actually Paid to Dr. Zoley (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) | Peer Group 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 | $5,145,420 | $168 | $102 | $31,966 | $100,974 |
| 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 Dr. Zoley for each corresponding year in the “Total” column of the applicable “Summary Compensation Table.” |
| (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 Dr. Zoley. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Evans and Gordo and Dr. Zoley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Evans’ and Gordo’s and Dr. Zoley’s total compensation for each year to determine their respective CAP: |
| 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 | Brian Evans | $ 5,611,237 | (1,256,186) | $9,571,385 | $13,926,436 |
| 2023 | Jose Gordo | 3,137,763 | (1,101,130) | 2,079,920 | 4,116,553 |
| 2022 | Jose Gordo | 4,531,272 | (1,560,000) | 4,057,450 | 7,028,722 |
| 2021 | Jose Gordo | 1,601,207 | (391,253) | 442,480 | 1,652,434 |
| 2021 | George C. Zoley | 11,270,248 | (1,978,000) | 1,552,056 | 10,844,304 |
| 2020 | George C. Zoley | 2,041,894 | (2,452,500) | 160,485 | (250,121) |
| Summary of Equity Adjustments – PEO | |||||||
|---|---|---|---|---|---|---|---|
| Year | Principal Executive Officer | 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 Prior Years | 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 Prior Years 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 | Brian Evans | $3,446,949 | $5,803,400 | $— | $321,036 | $— | $9,571,385 |
| 2023 | Jose Gordo | 1,901,650 | 187,205 | — | (8,936) | — | 2,079,920 |
| 2022 | Jose Gordo | 3,720,000 | 346,909 | — | (9,458) | — | 4,057,450 |
| 2021 | Jose Gordo | 449,368 | (4,912) | — | (1,977) | — | 442,480 |
| 2021 | George C. Zoley | 1,869,156 | (166,125) | — | (150,975) | — | 1,552,056 |
| 2020 | George C. Zoley | 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, George C. Zoley, Mark J. Suchinski, Shayn P. March, Wayne Calabrese and James Black; (ii) for 2023, George C. Zoley, Brian R. Evans, Wayne Calabrese and James Black; (iii) for 2022, George C. Zoley, Brian R. Evans, Ann M. Schlarb and James Black; (iv) for 2021, Brian R. Evans, Ann M. Schlarb, David Venturella and Joe Negron; and (v) for 2020, Brian R. Evans, J. David Donahue, Ann M. Schlarb, Blake Davis, and David Venturella. |
| (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 | $2,740,014 | $(739,177) | $3,847,183 | $ 9,287 | $(711,896) | $5,145,420 |
| 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 Prior Years | 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 Prior Years 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 | $1,794,383 | $1,920,708 | $— | $132,092 | $— | $3,847,183 |
| 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 Return (“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 return is 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 $1 and $3 billion. In 2023 and 2024, our peer group consisted of companies in the categories of security and alarm services, commercial services and supplies and health care facilities with similar revenues and market cap. |
| (7) | The dollar amounts reported represent the amount of net income attributable to The GEO Group, Inc. reflected in the Company’s audited consolidated financial statements for the applicable year. |
| (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 The GEO Group, Inc. Please refer to Appendix A for a reconciliation of Adjusted Net Income to our results as reported under GAAP. |
Analysis of the Information Presented in the Pay Versus Performance Table
As described in greater detail in “Executive Compensation — Compensation Discussion & Analysis,” the Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. While the Committee utilizes several performance measures to align executive compensation with Company performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, the Committee generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of
Regulation S-K,
we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
CAP and Cumulative TSR
The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our cumulative total shareholder return across our last five completed fiscal years.
CAP and Net Income
The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our net income across our last five completed fiscal years.
CAP and Adjusted Net Income
The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our adjusted net income across our last five completed fiscal years.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
The following graph describes the relationship between (a) our cumulative total shareholder return across our last five completed fiscal years and (b) the cumulative total shareholder return for our peer group across the same period.
Tabular List of Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion & Analysis,” the Compensation Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. The most important financial performance measures used by the Compensation Committee for the most recently completed fiscal year to link compensation actually paid to our named executive officers to the Company’s performance are as follows:
| • | Adjusted Net Income |
| • | Adjusted EBITDA |
| • | Return on Capital Employed |
| • | Revenue |
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