The following table sets forth for each named executive officer the payments that GEO would have been required to make as of December 31, 2024, (i) pursuant to the officer’s employment agreement, in connection with the termination of the officer’s employment as of that date by GEO without cause or by the officer for good reason (as such terms are defined in each officer’s employment agreement), (ii) pursuant to the officer’s employment agreement, in connection with the termination of the officer’s employment as of that date by GEO for cause (as defined in each officer’s employment agreement) or by the officer upon the officer’s resignation, and (iii) pursuant to the officer’s retirement agreement or arrangement, in connection with the termination of the officer’s employment as of that date for any reason (including due to the retirement, death or disability of the officer). All of the payments in the table would have been payable pursuant to the employment and retirement 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.
| Name | Payment Due Pursuant to Officer’s Employment Agreement upon Termination either by Company Without Cause or by Officer for Good Reason ($)(1)(2)(3)(4) | Payment Due Pursuant to Officer’s Employment Agreement upon a Termination by Company With Cause or Resignation by Officer ($)(2)(4) | Payment Due Pursuant to Officer’s Retirement Agreement or Arrangement upon a Termination for Any Reason ($)(2)(4)(5) |
|---|
| George C. Zoley | 4,456,025 | — | 12,616,572 |
|---|
| Brian R. Evans(6) | 2,158,215 | — | 2,155,215 |
|---|
| Mark J. Suchinski | 1,416,460 | — | — |
|---|
| Shayn P. March | — | — | 333,167 |
|---|
| Wayne Calabrese | 1,512,965 | — | — |
|---|
| James Black(7) | 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 December 31, 2024, if such officer was terminated by GEO without cause or the officer terminated his employment for good reason, in each case, in connection with the change in control. As of December 31, 2024, only the employment agreements with Dr. Zoley and Messrs. Calabrese and Suchinski contain a right of the officer to terminate employment for good reason. |
| (2) | In the event of a termination for any reason of any named executive officer on December 31, 2024, such officer would also have been entitled to receive the amounts set forth in the column of this table titled “Payment Due Pursuant to Officer’s Retirement Agreement or Arrangement Upon a Termination For Any Reason” pursuant to the officer’s retirement agreement or arrangement. |
| (3) | All amounts are calculated using each named executive officer’s annual base salary on December 31, 2024. |
| (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 Dr. Zoley under the retirement agreement are fully vested and that officer would therefore have been entitled to receive the amounts set forth in this column if their employment with GEO had been terminated for any reason on December 31, 2024, whether by GEO or the officer, regardless of whether cause or good reason existed, and including in the event of a termination due to the retirement, death or disability of the officer. The retirement benefits of Mr. Suchinski under the Senior Officer Retirement Plan is not vested as he has not attained the minimum ten years of service. The retirement benefits of Messrs. Evans and Black under the Senior Officer Retirement Plan are fully vested and they therefore are entitled to receive the amounts set forth in this column. Please see “Certain Material Executive Compensation Agreements and Arrangements” for a description of our executive and senior officer retirement agreements and arrangements. |
| (6) | Mr. Evans retired from the Company effective December 31, 2024. Please see the discussion above titled “Certain Material Executive Compensation Agreements and Arrangements—Separation Agreement with Mr. Evans” for a discussion of termination payments owed to Mr. Evans under the terms of the Evans Separation Agreement. |
| (7) | Mr. Black retired from the Company effective December 31, 2024. Please see the discussion above titled “Certain Material Executive Compensation Agreements and Arrangements—Separation Agreement with Mr. Black” for a discussion of termination payments owed to Mr. Black under the terms of the Black Separation Agreement. |
