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 December 31, 2024, (ii) the Chief Financial Officer, (iii) the former Acting Chief Financial Officer and (iv) each of the three most highly compensated executive officers as of December 31, 2024 of GEO other than the executive officers that served as Chief Executive Officer or Chief Financial Officer during the fiscal year ended December 31, 2024.
| Name and Principal Position · Year · Salary ($) · Bonus ($) · Stock Awards ($)(1)(2) · Non-Equity Incentive Plan Compensation ($)(3) · Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) · All Other Compensation ($)(5) · Total ($) |
|---|
| George C. Zoley 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 | |
| Brian R. Evans(6) 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 | |
| Mark J. Suchinski(7) Senior Vice President & Chief Financial Officer | | 2024 | | 338,525 | | — | | 989,000 | | 662,550 | (8) | | — | | 77,397 | | 2,067,472 |
|---|
| Shayn P. March(9) 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 |
|---|
| Wayne Calabrese 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 | |
| James Black(10) 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“FASB 718”) with respect to stock awards granted during 2024, 2023 and 2022 for each named executive officer. Stock awards granted in 2024, 2023 and 2022, with the exception of Dr Zoley, were performance-based awards and will be earned if the Company achieves its performance based targets. Assumptions used in the calculation of the amounts related to stock awards are described in Note 1 to the Company’s audited financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025. |
| (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 $1,029,995, $753,000, $347,624, $540,749 and $417,734, respectively. We note that this differs from the value disclosed in the Summary Compensation Table where the portion of the shares covered by the Relative TSR metric are valued based on a Monte Carlo simulation model per the SEC’s requirements. The value based on the Monte Carlo simulation for the Relative TSR metric was $17.40 on March 1, 2024, as compared to the actual closing share price of $12.09 on March 1, 2024. The value based on the Monte Carlo simulation for the Relative TSR metric was $24.50 on July 8, 2024, as compared to the actual closing share price of $15.06 on July 8, 2024. The Compensation Committee views the closing share price on the date of grant to be a fair reflection of the targeted value delivered on the date of grant. Please see “Compensation Discussion & Analysis” and “2024 Equity Incentive Awards” for a further description of the stock awards. |
| (3) | We regard our Performance Award Plan as our annual bonus plan. The column of this table titled “Non-Equity Incentive 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 $483.9 million and $2,425.0 million, respectively. |
The actual 2024 results achieved for Adjusted EBITDA and revenue was $463.5 million and $2,426.3 million, respectively.
| (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 Dr. Zoley, the amount reflects a gain of $3,059,590 related to the increase in value as of December 31, 2024. Please see “Compensation Discussion & Analysis” and “Certain Material Executive Compensation Agreements and Arrangements” for a further description of our executive retirement agreement and our senior officer retirement arrangements. |
| (5) | The following sets forth for each named executive officer the description and amount of each item comprising each officer’s total compensation appearing in the “All Other Compensation” column for 2024, 2023 and 2022 (Please see “Compensation Discussion & Analysis” and “Other Benefits and Perquisites” for a further description of these benefits): |
| All Other Compensation |
|---|
| Executive | Year | Auto Allowance ($)(a) | Club Dues ($) | Excess Group Life Insurance ($)(b) | Aircraft Usage ($)(c) | Home Security ($) | Relocation Allowance ($) | Termination Payments ($) | Total All Other Compensation ($) |
|---|
| George C. Zoley | 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 |
| Brian R. Evans | 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 |
| Mark J. Suchinski | 2024 | 4,104 | 4,640 | 447 | — | — | 68,206 | — | 77,397 |
|---|
| Shayn P. March | 2024 | 9,600 | — | 1,449 | — | — | — | — | 11,049 |
|---|
| Wayne Calabrese | 2024 | 16,148 | — | 2,472 | — | — | — | — | 18,620 |
|---|
| 2023 | 18,140 | — | — | — | — | — | — | 18,140 |
| 2022 | 2,249 | — | — | — | — | — | — | 2,249 |
| James Black | 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, Dr. Zoley was allotted thirty (30) hours of personal use of the Company aircraft and Mr. Evans was allotted ten (10) hours of personal use of the Company aircraft. For purposes of the Summary Compensation Table, we determine the aggregate incremental cost to us for personal use of company aircraft using a method that takes into account the cost of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other variable costs. Since the aircraft is used primarily for |
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) | Mr. Evans retired effective December 31, 2024. |
| (7) | Mr. Suchinski was appointed Chief Financial Officer effective July 8, 2024. |
| (8) | Amounts in this column for Mr. Suchinski for 2024 include a payment of $150,000 made in July 2024 as an advance payment of a portion of Mr. Suchinski’s non-equity incentive plan compensation otherwise payable in March 2025, and was designed to offset expenses in connection with his relocation (above and beyond the customary relocation benefits offered to senior executives) pursuant to the terms of his employment agreement. |
| (9) | Mr. March served as Acting Chief Financial Officer from January 1, 2024 through July 8, 2024. |
| (10) | Mr. Black retired effective December 31, 2024. |
