DEF 14A of Geo Group Inc, Mar 22, 2024

DEF 14A of Geo Group Inc

Filed Mar 22, 2024 · FY20230001193125-24-074555

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Director Nominees

    Director Nominees GEO’s Board of Directors is currently comprised of eight (8) members. Eight directors are nominated for election at our annual meeting, including seven independent directors and our Executive Chairman. All of the nominees are presently directors of GEO. All nominees were elected by the shareholders at GEO’s 2023 annual meeting. Each director is elected to serve a one-year term, with all directors subject to annual election. If instructed, the persons named on the accompanying proxy card will vote for the election of the nominees named below to serve for the ensuing year and until their successors are duly elected and qualified. If any nominee for director shall become unavailable (which management has no reason to believe will be the case), it is intended that the shares represented by the enclosed proxy card will be voted for any such replacement or substitute nominee as may be nominated by the Board of Directors.

  3. Director Nominees

    | Director Nominees | Age | Since | Current Positions | | Thomas C. Bartzokis | 66 | 2022 | Director | | Jack Brewer | 45 | 2021 | Director | | Scott M. Kernan | 63 | 2018 | Director | | Lindsay L. Koren | 46 | 2022 | Director | | Terry Mayotte | 64 | 2021 | Director | | Andrew N. Shapiro | 64 | 2022 | Director | | Julie Myers Wood | 54 | 2014 | Director | | George C. Zoley | 74 | 1988 | Executive Chairman |

  4. Director Nominees

    The following is a brief biographical statement for each director nominee:

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | | Thomas C. Bartzokis — Dr. Bartzokis has served as a director of GEO since January 2022. Dr. Bartzokis has over 30 years of experience in the medical field, specializing in cardiology. Dr. Bartzokis has served as Managing Member of Bartzokis, Rubenstein & Servoss, MD, PL, a cardiology medical practice, since 2011. Prior to that, Dr. Bartzokis served as a member of other medical practices from 1993 to 2011. Dr. Bartzokis received a Bachelor of Arts degree from Harvard University and a Medical Degree from Harvard Medical School. Dr. Bartzokis did his residency training at New England Deaconess Hospital and his post-graduate training at Stanford University Medical Center. Dr. Bartzokis brings extensive experience in the medical field to the Board of Directors. His expertise in the area will strengthen the Board of Directors’ collective knowledge, capabilities and experience. |

  7. Director Nominees

    | | Jack Brewer — Mr. Brewer has served as a director of GEO since July 2021. Mr. Brewer has over 20 years of experience in leadership, business and consulting. Since 2001, Mr. Brewer has managed a portfolio of businesses, including an investment advisory firm, a hedge fund as well as a global sports management agency. Mr. Brewer leads global charity efforts delivering millions in emergency aid and providing programs to thousands living in extreme poverty in Africa and the Caribbean. Mr. Brewer also founded The Serving Institute, his Liberty University affiliated faith sports-based academy for at-risk youth in America. Mr. Brewer is an adjunct professor at Fordham Gabelli School of Business, where he teaches his business leadership and transition curriculum tailored to transitioning athletes as well as inmates in prison. In 2020, Mr. Brewer became the White House Appointee on the Congressional Commission for the Social Status of Black Men and Boys. Mr. Brewer was previously an NFL team captain for the Minnesota Vikings, New York Giants and Philadelphia Eagles. Mr. Brewer received a Bachelor of Science and Master’s degree in Sports Management from the University of Minnesota. Mr. Brewer brings business leadership and educational experience working with individuals in transition, including inmates, to the Board of Directors. His experience in these areas and managing a portfolio of businesses, including an investment advisory firm, a hedge fund as well as global sports management agency will strengthen the Board of Directors’ collective knowledge, capabilities and experience. | | | Scott M. Kernan — Mr. Kernan has served as a director of GEO since September 2018. Mr. Kernan served as the Agency Secretary of the California Department of Corrections and Rehabilitation (“CDCR”) from January 2016 until August 2018. Prior to that time, Mr. Kernan was appointed the Undersecretary of Operations of CDCR beginning in September 2008 and served in that position until retiring in October 2011. In March of 2015, Mr. Kernan returned to the Undersecretary position from his retirement at the request of California Governor Jerry Brown and worked in that capacity until January 2016. From October 2011 until March 2015, Mr. Kernan owned his own independent consulting firm that specialized in corrections and criminal justice. From March 2007 to September 2008, Mr. Kernan served as the Chief Deputy Secretary of Adult Operations of CDCR. Prior to that time, Mr. Kernan served as the Deputy Director of the Division of Adult Institutions of CDCR from May 2006 to March 2007. From November 2004 to May 2006, Mr. Kernan served as the Warden of the California State Prison, Sacramento, a Level IV maximum-security institution. From October 2003 to November 2004, Mr. Kernan served as the Warden of the Mule Creek State Prison, a Level III/IV institution. From March 1983 to October 2003, Mr. Kernan held various correctional positions with CDCR. Mr. Kernan brings invaluable expertise with the California Department of Corrections and Rehabilitation. His industry knowledge and experience will strengthen the Board of Directors’ collective knowledge, capabilities and experience. | | | Lindsay L. Koren — Ms. Koren has served as a director of GEO since December 2022. Ms. Koren is currently the Senior Vice President, Division General Counsel for Darden Restaurants, where she leads the Ethics & Compliance program, and has been with Darden Restaurants since 2015. Ms. Koren served as a Senior Director for international compliance and an Assistant General Counsel at Walmart from January 2011 until early 2015. At Walmart, Ms. Koren advised the business on legal and compliance matters for Walmart’s global business, operating in 26 countries. Ms. Koren also previously served as a trial attorney with the U.S. Department of Justice from 2004 to 2007, representing the government in appellate litigation matters, and as an attorney advisor to the Chief Immigration Judge. Ms. Koren brings extensive legal, compliance, including international compliance, immigration and appellate litigation experience to the Board of Directors. Her experience as a member of the general counsel’s office of other companies strengthens the Board of Directors’ collective knowledge, capabilities and experience. |

  8. Director Nominees

    | | Terry Mayotte — Mr. Mayotte has served as a director of GEO since July 2021. Since December 2018, Mr. Mayotte has served as Strategic Advisor for PEO and Acquisitions, as well as President of Paychex Insurance Agency for Paychex, Inc. Prior to this role, Mr. Mayotte held the position of Executive Vice President and Chief Financial Officer at Oasis Outsourcing, where he founded the organization in 1996 and was a principal architect of the company’s business model and strategic direction overseeing its growth to become the largest privately held professional employer organization with over 225,000 co-employees prior to being sold in 2018 to Paychex, Inc. Prior to that, Mr. Mayotte held the role of Treasurer of The Wackenhut Corporation, where he supervised the company’s banking and cash operations, mergers and acquisitions and risk management. Mr. Mayotte also serves as a director on the board of Trean Insurance Group, Inc. Mr. Mayotte received a Bachelor of Arts degree in Business Administration from Emory University. Mr. Mayotte brings invaluable expertise creating insurance strategies and building financial systems and controls, technology platforms and negotiating key supplier relationships. His banking, cash operations, mergers and acquisitions and risk management experience will strengthen the Board of Directors’ collective knowledge, capabilities and experience. | | | Andrew N. Shapiro — Mr. Shapiro has served as a director of GEO since February 2022. Mr. Shapiro has over thirty years of experience in the banking industry. Mr. Shapiro is the founder and Chief Executive Officer of Applied Risk Capital LLC, a company he launched in October of 2019 that is dedicated to indemnifying banks against the non-payment of loans and derivatives in the B to BB rating categories. Mr. Shapiro served in a variety of capacities at BNP Paribas from 1995 through August 2018, including as Head of Loan Capital Markets for the Americas from 2004 to 2011, Head of the Value Preservation Group (the bank’s loan and derivative restructuring group) for the Americas from 2009 to 2011, Global Head of Loan Syndications from 2011 to 2015, and Head of Corporate Debt Origination for the Americas from 2015 to August 2018. Mr. Shapiro received a Bachelor of Arts degree from the University of Rochester and a Master of Business Administration degree from New York University School of Business. Mr. Shapiro brings extensive banking and capital markets experience to the Board of Directors. His banking and capital markets experience will strengthen the Board of Directors’ collective knowledge, capabilities and experience. |

  9. Director Nominees

    | | Julie Myers Wood — Ms. Wood has served as a director of GEO since 2014. She is currently the Chief Executive Officer of Guidepost Solutions LLC (“Guidepost”), a company specializing in monitoring, compliance, international investigations and risk management solutions, after joining the organization in 2012 as president of its Compliance, Federal Practice and Software Solutions division. Prior to joining Guidepost, Ms. Wood was the former founder and president of ICS Consulting, LLC, a firm specializing in compliance, risk assessments, immigration and customs investigations from November 2008 until September 2012 when it was acquired by Guidepost. Ms. Wood regularly conducts government contracting, immigration and anti-corruption due diligence risk assessments, develops cross-functional compliance monitoring programs and conducts third-party regulatory audits. Ms. Wood also has significant experience as a government-appointed monitor. Prior to joining the private sector, Ms. Wood served as the Head of Immigration and Customs Enforcement (“ICE”) for the Department of Homeland Security (“DHS”) from January 2006 until November 2008 leading its largest investigative component and the second largest investigative agency in the federal government. Ms. Wood’s previous leadership positions in the federal government include Assistant Secretary for Export Enforcement at the Department of Commerce, Chief of Staff for the Criminal Division at the Department of Justice and Deputy Assistant Secretary (Money Laundering and Financial Crimes) at the Treasury Department. Ms. Wood served as an Assistant U.S. Attorney for the Eastern District of New York. Prior to government service, Ms. Wood was an associate at Mayer, Brown & Platt in Chicago, Illinois. In addition to serving as CEO, Ms. Wood sits on the Board of Directors of Guidepost and its parent company, Solution Point International. Ms. Wood also sits on the Board of Directors of Draganfly Inc., a company providing drone solutions, software and AI systems to a variety of markets, and the Board of Directors of Zero Hash, a privately-held company offering settlement services in the digital asset space. Ms. Wood brings extensive federal government, legal and management experience to the Board of Directors. Her experience in the private sector, including in compliance and risk assessments, and her former government positions, including as Head of Immigration and Customs Enforcement, strengthens the Board of Directors’ collective knowledge, capabilities and experience. | | | George C. Zoley — Dr. Zoley was appointed Executive Chairman of The GEO Group, Inc. effective July 1, 2021 pursuant to the Company’s succession plan for the Company’s Chief Executive Officer position. Dr. Zoley previously served as GEO’s Chairman of the Board since 2002. He served as GEO’s Vice Chairman and Chief Executive Officer from January 1997 to May 2002. Dr. Zoley served as GEO’s Chief Executive Officer since the company went public in 1994 through June 2021. Prior to 1994, Dr. Zoley served as President and Director since GEO’s incorporation in 1988. Dr. Zoley founded GEO in 1984 and continues to be a major factor in GEO’s development of new business opportunities in the areas of correctional and detention management, community reentry, electronic monitoring, offender rehabilitation, and other diversified government services. Dr. Zoley also serves as a director of several business subsidiaries through which The GEO Group, Inc. conducts its operations worldwide. Dr. Zoley has bachelor’s and master’s degrees in Public Administration from Florida Atlantic University (FAU) and a Doctorate Degree in Public Administration from Nova Southeastern University (NSU). For seven years, Dr. Zoley served as a member of the Board of Trustees of Florida Atlantic University in Boca Raton, Florida, and previously served as Chairman of the Board of Trustees. Dr. Zoley was born in Florina, Greece and was the recipient of the Ellis Island Medal of Honor in 2002. As GEO’s founder, his knowledge, experience, and leadership are invaluable to the operation and development of the company. His more than 40 years with the company make him uniquely qualified to be GEO’s Executive Chairman. |

  10. Director Nominees

    The Board of Directors unanimously recommends a vote “FOR” each of the eight nominees for director.

  11. Compensation Committee

    | • | review on a periodic basis and, if appropriate, make recommendations with respect to director compensation; |

  12. Role and Independence of Compensation Consultant

    Role and Independence of Compensation Consultant The Compensation Committee assessed the independence of Pay Governance LLC (“Pay Governance”), a nationally recognized executive compensation consultant, taking into account the following factors:

  13. Role and Independence of Compensation Consultant

    | • | Other services provided by Pay Governance; |

  14. Role and Independence of Compensation Consultant

    | • | The amount of fees paid by GEO to the consultant as a percentage of its total revenues; |

  15. Role and Independence of Compensation Consultant

    | • | Any business or personal relationships between the consultant (including its representatives) and GEO’s directors or senior officers; and |

  16. Role and Independence of Compensation Consultant

    | • | The policies and procedures the consultant has in place to prevent conflicts of interest, which includes a prohibition against stock ownership in GEO. |

  17. Role and Independence of Compensation Consultant

    Pay Governance has attested to its independence and does not provide any services to GEO other than those related to executive and director compensation consulting. Based on its assessment, the Compensation Committee agreed that the compensation consultant is independent and that the compensation consultant’s work does not raise any conflicts of interest. During 2023, the Compensation Committee engaged Pay Governance to perform the following services: (i) a peer group analysis and review of the compensation levels of the executive officers; (ii) a review of the proxy statement for the 2023 Annual Meeting of Shareholders including consultation related to the Compensation Discussion & Analysis section of the proxy statement; (iii) calculation of the Total Shareholder Return (“TSR”) Performance to determine the performance-based restricted stock payout levels; (iv) calculation of the Accounting Fair Value for performance-based restricted stock awards; (v) a peer group analysis and review of non-employee director compensation; (vi) a review of executive compensation trends and developments; and (vii) recommendations for an updated, non-REIT peer group to be used in the performance-based equity compensation. Other than as described above, Pay Governance was not asked to perform any other services for us in 2023. GEO paid Pay Governance a total of $138,964 related to its work for the Compensation Committee in 2023. Under its charter, the Compensation Committee has the ability to retain any advisors it deems necessary or desirable in order for it to discharge its duties. The Compensation Committee also has sole authority to terminate the retention of any advisor it has retained.

  18. Compensation and Governance Practices Checklist

    | What We Do | ✓ Independent compensation consultant reporting to the Committee ✓ Market-aligned stock ownership requirements for executive officers (values at least equal to 6x base salary for the CEO and at least equal to 3x base salary for other executive officers) ✓ Incentive compensation based on clear, measurable goals for unique key financial, strategic and operational metrics that drive business performance in the short- and long-term ✓ Balanced pay mix consisting of fixed and variable pay including both cash and equity ✓ Thoughtfully selected peer group consisting of security and alarm services firms as well as other companies in commercial services and supplies and healthcare facilities with similar revenues and market cap ✓ For our NEOs excluding Dr. Zoley, 100% of our long-term incentive is delivered in performance-based restricted stock that only vest following a three-year performance period subject to achieving objective metrics, ROCE and Relative TSR ✓ Double-trigger change-in-control arrangements ✓ Clawback and anti-hedging | | What We Don’t Do | ✗ No single-trigger equity acceleration upon a change in control ✗ No excessive perquisites ✗ No excise tax gross-ups ✗ No repricing or exchanging of underwater stock options without shareholder approval |

  19. Process for Determining Compensation

    Process for Determining Compensation When making decisions regarding the compensation of named executive officers, including the position of Chief Executive Officer, the Compensation Committee considers competitive market data and analyses prepared by Pay Governance, historical pay to the named executive officers and the appropriateness of such compensation, including by comparing it to a peer group of companies periodically. Annually, the Compensation Committee will use peer group and broader general industry data to obtain a general understanding of compensation practices and therefore ensure that it is acting in an informed and responsible manner to make sure our executive compensation program is competitive. The Compensation Committee views peer group data as one factor in assisting its compensation decisions. In July 2022, the Compensation Committee approved the use of the following companies in its future peer group analyses which reflect GEO’s decision to terminate its REIT election and the resulting reclassification of GEO’s Global Industry Classification Standard. When evaluating pay levels and practices of peer companies, the Compensation Committee focused on data from the below-listed peer group of companies in the categories of security and alarm services, commercial services and supplies and healthcare facilities with similar revenues and market cap:

  20. Process for Determining Compensation

    In 2023, the Compensation Committee asked Pay Governance to conduct a peer group analysis to evaluate our compensation programs and practices as a whole, and the compensation levels of our named executive officers. In July 2023, the Compensation Committee, upon the recommendation of Pay Governance removed Clean Harbors, Inc. and MSA Safety Incorporated from the peer group as they were no longer relevant from a market cap perspective, removed IAA, Inc. from the peer group as it was acquired by Ritchie Bros. Holdings in March of 2023, and added Casella Waste Systems, Inc. to the peer group due to its strong business alignment with GEO. As a result, the Compensation Committee approved the use of the following companies in its future peer group analyses:

  21. Elements of Compensation

    | • | Annual cash incentive compensation; |

  22. Elements of Compensation

    | • | Performance-based equity compensation; |

  23. Elements of Compensation

    | • | Time-based equity compensation; and |

  24. Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined

    Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined The following is a brief discussion of each element of our named executive officer compensation. The Compensation Committee considers each of these elements in order to ensure that a desirable overall mix is established between base compensation and incentive compensation, cash and non-cash compensation and annual and long-term compensation. The Compensation Committee also evaluates on a periodic basis the overall competitiveness of our executive compensation packages as compared to packages offered in the marketplace for which we compete for executive talent. Overall, our Compensation Committee believes that our executive compensation packages are currently appropriately balanced and structured to retain and motivate our named executive officers, who we believe constitute the most experienced senior management team in our industry. The Compensation Committee evaluates GEO’s executive compensation policies and practices on an ongoing basis. Base Salaries. The cash salaries paid to the named executive officers are incorporated into the terms of executive employment agreements with our named executive officers. Any increases in salaries have been made either pursuant to the terms of the employment agreements or at the discretion of the Compensation Committee. For 2023, our Compensation Committee determined it was appropriate to increase the annual base salaries of Messrs. Zoley, Gordo, Evans, and Black by approximately 3% as compared to their 2022 annual base salaries following their individual performance assessments reflecting their contributions to the strong financial and operational performance of the Company and a review of projected salary increases in the market. This level of base salary increase is consistent with increases and the salary budget for the broad-based, non-union employee population. For 2023, our Compensation Committee determined it was appropriate to increase the annual base salary of Mr. Calabrese by approximately 9.5% as compared to his 2022 annual base salary as a result of his appointment to the role of Chief Operating Officer in December of 2022 and following his individual performance assessment reflecting his contributions to the strong financial and operational performance of the Company and a review of projected salary increases in the market. Annual Cash Incentive Compensation. Annual cash incentive compensation for each of our named executive officers is governed by our Senior Management Performance Award Plan, as amended (the “Performance Award Plan”). The Performance Award Plan is administered by our Compensation Committee, which has the authority to make all discretionary determinations necessary or appropriate under the Performance Award Plan. The Performance Award Plan is governed by the Compensation Committee and is administered on a day-to-day basis by the Chief Executive Officer, Chief Financial Officer and the Senior Vice President of Human Resources. In August of 2023, the Compensation Committee approved replacing the net income metric under the Performance Award Plan with the Adjusted EBITDA metric effective for the 2023 fiscal year in order to align our compensation practices more closely with those of our peers. Specifically, EBITDA is the most common profitability metric, particularly among peer companies with higher leverage levels. Additionally, several shareholders had indicated to us through our ongoing shareholder engagement efforts that they would prefer that we use EBITDA as a metric instead of net income as EBITDA as a profitability metric is a more accurate barometer for management’s performance compared to net income which is subject to greater volatility and variability due to external factors not within the control of management and therefore not as reflective of management’s performance. After multiple discussions in 2022 and 2023 with shareholders and at the Compensation Committee and Board level and after carefully evaluating such feedback, the Compensation Committee determined it was appropriate to make this change mid-year as opposed to waiting to implement the change in 2024. Being mindful of making this change to the metrics mid-year, the Compensation Committee determined to set the Adjusted EBITDA target based on the Adjusted EBITDA level underlying or supporting the previously established target for net income. In determining the amount of annual incentive cash compensation to be awarded to our named executive officers, our Adjusted EBITDA is weighted 65% and our revenue is weighted 35% (which are the same percentage weights previously assigned to the net income and revenue metrics). The Compensation Committee did not make any other changes to the Performance Award Plan. Under the Performance Award Plan, each of our named executive officers is eligible to receive annual cash incentive compensation based on our relative achievement of budgeted revenue and Adjusted EBITDA for the fiscal year. We believe revenue and Adjusted EBITDA are meaningful metrics to assess our performance. The metrics are used by our management team when it develops its annual operating plan and budget and are used by our investors in evaluating our performance against the annual financial guidance we give on revenue and Adjusted EBITDA. For purposes of the Performance Award Plan, Adjusted EBITDA means EBITDA adjusted for (gain)/loss on asset divestitures, pre-tax, net loss attributable to non-controlling interests, stock-based compensation expenses, pre-tax, transaction related expenses, pre-tax, other non-cash revenue and expenses, pre-tax, and certain other adjustments as defined from time to time. Adjusted EBITDA as used in the Performance Award Plan will have the same meaning as it does in our earnings releases and supplemental materials on a quarterly and annual basis. In determining the amount of annual incentive cash compensation awarded, our Adjusted EBITDA is weighted 65% and our revenue is weighted 35% (collectively, the “Target Weighting of Revenue and Adjusted EBITDA”). Awards under the Performance Award Plan are made as follows: (i) targets for budgeted revenue and Adjusted EBITDA are set at the beginning of each fiscal year (except for 2023, the target for budgeted Adjusted EBITDA was set in August of 2023 when the decision was made to replace the net income metric with the Adjusted EBITDA metric); (ii) the Performance Award Plan includes for each named executive officer an annual incentive target amount as a percentage of the officer’s salary which forms the basis for computing the officer’s award under the Performance Award Plan; and (iii) at the end of the fiscal year, a multiplier set forth in the Performance Award Plan that is based on our relative achievement of budgeted revenue and Adjusted EBITDA for the fiscal year is applied to each officer’s annual incentive target amount referenced in (ii) above. The multiplier is the same for all named executive officers. The following table shows, for each named executive officer, the annual incentive target amount as a percentage of salary that the respective officer is eligible to receive under the Performance Award Plan. For 2023, there were no changes to the annual incentive target amount as a percentage of salary for the executive officers.

  25. Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined

    | Named Executive Officer | Annual Incentive Target Amount (As a Percentage of Salary) | | Executive Chairman | 100% | | Chief Executive Officer | 100% | | Chief Financial Officer | 80% | | Senior Vice Presidents | 75% |

  26. Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined

    | Performance and Payout Relationship (as % of Target) | | | | | Component | Threshold | Target | Maximum | | Performance | 90% | 100% | 110% | | Payout | 50% | 100% | 200% |

  27. 2023 Cash Incentive Outcomes

    2023 Cash Incentive Outcomes The Adjusted EBITDA target for 2023 was set at $520.0 million, a decrease of $20.0 million or 3.7% compared to Adjusted EBITDA achieved during 2022. The Compensation Committee determined it was appropriate to set the Adjusted EBITDA target at a reduced level because of expected declining higher-margined electronic monitoring revenues tied to lower participant counts. This decrease was partially offset by expected increases to lower margin secure services revenue. The revenue target for 2023 was set at $2.37 billion, which was the same as revenue achieved during 2022. The Compensation Committee determined it was appropriate to set the revenue target flat compared to 2022 as declining electronic monitoring revenues were expected to be offset with an increase to secure services revenue that has lower margins. In 2023, the Company achieved Adjusted EBITDA performance below the target performance objective. The Company achieved revenue performance above the target performance objective primarily due to unexpected revenue from new business we obtained, specifically our new contract to provide air operation support for ICE, that has lower margins.

  28. 2023 Cash Incentive Outcomes

    | FY 2023 Performance Results | | | | | | | Metrics ($Millions) | Weighting | Target | Actual | Actual as a % of Target | Payout as a % of Target | | Adjusted EBITDA | 65% | $520.0 | $507.2 | 97.5% | 88% | | Revenue | 35% | $2,370.7 | $2,413.2 | 101.8% | 118% | | | | | | Weighted Payout as % of Target | 98.3% |

  29. 2023 Cash Incentive Outcomes

    We note that had the Company maintained the Net Income performance metric established in February 2023, achievement would have been 94.6% of target. This is slightly below the 97.5% achievement on the Adjusted EBITDA metric adopted in August 2023. There were no adjustments to annual incentives earned for individual performance in 2023. Based on these results, the following annual incentive amounts were awarded to the named executive officers for fiscal year 2023 performance:

  30. 2023 Cash Incentive Outcomes

    | Executive | FY ‘23 Target Incentive ($) | Corporate Financial Performance Factor | Target x Financial Performance Factor ($) | Actual Incentive Earned ($) | | George C. Zoley | 1,081,500 | 98.27% | 1,062,839 | 1,062,839 | | Jose Gordo | 1,004,250 | 98.27% | 986,922 | 986,922 | | Brian R. Evans | 556,200 | 98.27% | 546,603 | 546,603 | | Wayne Calabrese | 431,250 | 98.27% | 423,809 | 423,809 | | James H. Black | 405,563 | 98.27% | 398,565 | 398,565 |

  31. 2023 Equity Incentive Awards

    2023 Equity Incentive Awards Our Compensation Committee has historically granted awards under our equity compensation plans to our key employees and members of our Board of Directors to support a performance-oriented culture and to further align the interests of management and our shareholders. The amounts of awards granted under our equity compensation plans are determined by the Compensation Committee after taking into account the following factors: the recommendations of the Chief Executive Officer (other than for his awards), the share usage rates and potential dilution to shareholders, competitive market practices, the overall performance of the Company and the individual performances of the grantees. On March 1, 2023, GEO made its annual grants of performance-based restricted stock to our named executive officers, other than Dr. Zoley, that vest, if earned, on March 15, 2026 using the same performance criteria as the grants made in 2022. Pursuant to the terms of the Executive Chairman Agreement, Dr. Zoley receives shares of restricted stock with a grant date fair value equal to 100% of his base salary that vest on the one-year anniversary of the grant date. For 2023, 100% of our equity incentive awards provided to the NEOs, except for Dr. Zoley, were in the form of performance-based restricted stock awards which was more performance oriented than the mix of performance and time vested equity awards observed across the peer group. On average, the peers deliver approximately 58% of their long-term incentive to NEOs in performance-based equity awards and 42% in time-vested equity. The following table lists the number of time-based shares of restricted stock and performance-based shares of restricted stock granted to each named executive officer in 2023:

  32. 2023 Equity Incentive Awards

    | Executive | Number of Time-Based Restricted Shares Granted in 2023 | Number of Performance Shares Granted in 2023 | Approved Value on Date of Grant(1) | | George C. Zoley | 119,239 | — | $1,081,498 | | Jose Gordo | — | 110,722 | $1,004,249 | | Brian R. Evans | — | 61,323 | $556,200 | | Wayne Calabrese | — | 47,547 | $431,251 | | James H. Black | — | 44,715 | $405,565 |

  33. 2023 Equity Incentive Awards

    | (1) The approved value on the date of grant reflects the number of shares granted multiplied by the closing share price on the date of grant. The closing share price for each grant was $9.07 on March 1, 2023. We note |

  34. 2023 Equity Incentive Awards

    | that this value 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. |

  35. 2023 Equity Incentive Awards

    Specifically, the performance targets for the 2023 performance-based restricted stock grants are:

  36. 2023 Equity Incentive Awards

    | Performance Metric | Metric Weighting | Threshold | Target | Maximum | | Relative TSR | 50% | P30 | P50 | P90 | | Return on Capital Employed | 50% | +1% of WACC | 9% | 12% | | | Payouts (% of Target) | 30% | 100% | 200% |

  37. 2023 Equity Incentive Awards

    The threshold required for payment under the return on capital employed (“ROCE”) metric is set at +1% of our weighted average cost of capital (“WACC”) over the three-year measurement period to ensure that payments only occur during periods of positive returns. The WACC is a product of the cost of our capital over the performance period and will not be known until the performance period has concluded. The 9% target was set consistent with the prior cycle in recognition of the higher interest rate environment which is likely to increase the Company’s cost of capital. The higher cost of capital requires a higher level of earnings to produce the same level of return on capital employed. Additionally, there is a performance “governor” that caps payouts under the Relative TSR metric at 100% of target if GEO’s absolute TSR is negative over the 3-year period. Performance below threshold results in 0% payout on that specific metric. The relative TSR metric uses all S&P 600 companies in the Commercial & Professional Services GICS code to measure performance.

  38. Equity Incentive Outcomes for 2021 to 2023 Performance Cycle

    Equity Incentive Outcomes for 2021 to 2023 Performance Cycle On March 1, 2021, the Compensation Committee granted target awards of performance-based restricted stock vesting over a three-year period beginning January 1, 2021 provided that certain TSR performance goals and ROCE goals were met as of December 31, 2023. On June 4, 2021, the Company granted Mr. Evans an additional award of 200,000 performance shares, that vest (i) 1/3 upon the achievement of the performance-based metrics for the period from January 1, 2019 — December 31, 2021; (ii) 1/3 upon the achievement of the performance-based metrics for the period from January 1, 2020 — December 31, 2022; and (iii) 1/3 upon the achievement of the performance-based metrics for the period from January 1, 2021 — December 31, 2023. The additional award was made to enhance Mr. Evans’ long-term incentive component in recognition of the significant increase in workstreams and the criticality of his financial stewardship at that point in the Company’s life-cycle. The Committee felt that additional performance share units would more appropriately recognize the value of these efforts in a way that aligns with the overall shareholder experience and reflects future performance outcomes. This grant was prior to Mr. Gordo’s appointment as Chief Executive Officer and he did not receive a grant of performance-based restricted stock on March 1, 2021, but received a grant of performance-based restricted stock on July 19, 2021 subsequent to his appointment as Chief Executive Officer. This grant was prior to Mr. Black’s appointment to Senior Vice President, President GEO Secure Services and as a result he was not eligible and did not receive a grant of performance-based restricted stock. Specifically, the performance targets were:

  39. Equity Incentive Outcomes for 2021 to 2023 Performance Cycle

    | Performance Metric | Metric Weighting | Threshold | Target | Maximum | | Relative TSR | 50% | P30 | P50 | P90 | | Return on Capital Employed | 50% | +1% of WACC | 9% | 12% | | | Payouts (% of Target) | 30% | 100% | 200% |

  40. Equity Incentive Outcomes for 2021 to 2023 Performance Cycle

    The Compensation Committee engaged Pay Governance to calculate the final TSR rank and payout calculations for the TSR component of these awards. Pay Governance determined that based upon their calculations for the Company and the FTSE NAREIT Equity REITs Index, the Company’s 2021-2023 TSR of 16.6% places the Company in the 59th percentile of the peer group which results in a TSR component payout of 122.5%. The Company’s management calculated the return on capital employed component of the performance-based restricted stock to be 13.6% during the 2021-2023 period, which results in a ROCE component payout of 200% of the target award. Based on the calculations of the TSR component and the ROCE component, Company management certified to the Compensation Committee that when the TSR component is combined with the ROCE component, the combined award payout is approximately 161% of the target award. After reviewing the information provided to the Compensation Committee by Pay Governance and management, the Compensation Committee approved the vesting of the performance-based restricted stock in the amounts provided below:

  41. Equity Incentive Outcomes for 2021 to 2023 Performance Cycle

    | Performance-Based Restricted Stock: 2021-2023 Cycle | | | | | Executive | Shares at Target | Performance Factor | Shares Earned | | George C. Zoley | 268,750 | 161% | 433,359 | | Jose Gordo | 50,000 | 161% | 80,625 | | Brian R. Evans | 155,667 | 161% | 251,013 | | Wayne Calabrese | 25,000 | 161% | 40,313 | | James H. Black | — | — | — |

  42. Annual Cash Incentive Opportunities

    Annual Cash Incentive Opportunities The annual cash incentive compensation for fiscal year 2024 performance will be determined under the Performance Award Plan consistent with the methodology used in 2023 based on the budgeted Adjusted EBITDA and budgeted revenue 2024 performance goals set by the Compensation Committee. The Compensation Committee determined it was appropriate to adjust the individual target percentage for the 2024 annual cash incentive opportunity for Mr. Calabrese to 100% of his base salary as a result of his promotion to President and Chief Operating Officer. There were no other changes to the individual target percentages of any of the NEOs.

  43. Equity Awards

    Equity Awards The Compensation Committee granted performance-based restricted stock awards on March 1, 2024 to our named executive officers, other than Dr. Zoley, that will vest on March 15, 2027 based on two performance metrics measured from January 1, 2024 to December 31, 2026 as follows: (i) 50% of the shares of restricted stock in each award vest if GEO meets certain relative TSR performance targets for the 3-year period; and (ii) 50% of the shares of restricted stock in each award can vest if GEO meets certain ROCE performance targets for the 3-year period. Pursuant to the Executive Chairman Agreement, Dr. Zoley received a grant of restricted stock on March 1, 2024 with a grant date fair value equal to 100% of his base salary that vest on the one-year anniversary of the grant date. The following lists the number of time-based shares of restricted stock and performance-based shares of restricted stock granted to each of the named executive officers on March 1, 2024:

  44. Equity Awards

    | Executive | Number of Time-Based Restricted Shares Granted in 2024 | Number of Performance Based Restricted Stock Granted in 2024 | Value on Date of Grant $12.09/share(1) | | George C. Zoley | 92,138 | — | $1,113,948 | | Jose Gordo | — | — | $— | | Brian R. Evans | — | 85,194 | $1,029,995 | | Wayne Calabrese | — | 44,727 | $540,749 | | James Black | — | 34,552 | $417,734 |

  45. Equity Awards

    | (1) The value on the date of grant reflects the number of shares authorized multiplied by the closing share price on the date of grant. The closing share price was $12.09 on March 1, 2024. We note that this value will differ from the value that will be disclosed in the 2024 Summary Compensation Table where the portion of the shares covered by the Relative TSR metric will be valued based on a Monte Carlo simulation model per the SEC’s requirements. |

  46. Equity Awards

    Other Benefits and Perquisites. Our executive compensation program includes other benefits and perquisites as more fully reflected in the table set forth below titled “All Other Compensation.” These benefits and perquisites are reviewed annually by the Compensation Committee with respect to amounts and appropriateness. Currently, the benefits and perquisites which the named executive officers are eligible to receive fall into four general categories (which are described in more detail below): (i) retirement benefits pursuant to our executive retirement agreement in the case of Dr. Zoley and pursuant to our senior officer retirement plan in the case of the other named executive officers; (ii) benefits under the deferred compensation plan; (iii) value attributable to life insurance we afford our named executive officers beyond that which is offered to our other employees generally; and (iv) travel and entertainment perquisites, such as an automobile allowance, club dues and personal use of the corporate aircraft. For 2024, Dr. Zoley was allotted thirty (30) hours of personal use of the corporate aircraft and Mr. Evans was allotted fifteen (15) hours of personal use of the corporate aircraft. Senior Officer Retirement Plan. Messrs. Evans, and Black participated during 2023 in our senior officer retirement plan, which is offered to our senior officers. The senior officer retirement plan is a 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. 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 salary. Reduced benefits are payable for lesser service and early retirement. Benefits under the senior officer retirement plan are offset 100% by social security benefits received by the officer and are computed on the basis of a straight-life annuity. The plan also provides for pre-retirement death and disability benefits. Amounts owing under the plan are payable from the general assets of the Company. 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. There were no changes to the Senior Officer Retirement Plan in 2023.

  47. How Each Compensation Element Fits into the Overall Compensation Objectives and Affects Decisions Regarding Other Elements

    How Each Compensation Element Fits into the Overall Compensation Objectives and Affects Decisions Regarding Other Elements In establishing compensation packages for executive officers, numerous factors are considered, including the particular executive’s experience, expertise and performance, the Company’s overall performance and compensation packages available in the marketplace for similar positions. In arriving at amounts for each component of compensation, our Compensation Committee strives to strike an appropriate balance between base compensation and incentive compensation, including equity-based compensation and cash awards under the Performance Award Plan. The Compensation Committee also endeavors to properly allocate between cash and non-cash compensation (subject to the availability of equity compensation awards under our then current equity compensation plans), and between annual and long-term compensation. When considering the marketplace, particular emphasis is placed upon compensation packages available at a comparable group of peer companies. In 2023, the Compensation Committee requested that Pay Governance provide the Compensation Committee with a report of its review and analysis of executive and director compensation levels, policies, practices, and procedures with a comparison to a set of peer companies selected by the Compensation Committee with input from Pay Governance. In 2023, the Compensation Committee also requested that Pay Governance provide the Compensation Committee with a report on executive compensation trends and developments. Pay Governance prepared and submitted the various reports and presentations to the Compensation Committee and, on occasion, discussed the content with the Chairman of the Compensation Committee prior to Compensation Committee meetings.

  48. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows compensation earned by each of the named executive officers of GEO during 2023, 2022 and 2021, 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 Chief Executive Officer of GEO, (ii) the Chief Financial Officer of GEO, and (iii) each of the three most highly compensated executive officers as of December 31, 2023 of GEO other than the executive officers that served as Chief Executive Officer or Chief Financial Officer during the fiscal year ended December 31, 2023.

  49. SUMMARY COMPENSATION TABLE

    | 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 | 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 | | | 2021 | 1,085,156 | — | 1,978,000 | 2,292,565 | (566,232) | 6,480,759 | 11,270,248 | | Jose Gordo(6) Former Chief Executive Officer | 2023 | 1,004,250 | — | 1,101,130 | 986,922 | — | 45,461 | 3,137,763 | | | 2022 | 975,000 | | 1,560,000 | 1,934,274 | — | 61,998 | 4,531,272 | | | 2021 | 450,000 | | 391,253 | 636,485 | — | 123,469 | 1,601,207 | | Brian R. Evans Chief Executive Officer and Former Senior Vice President & CFO | 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 | | | 2021 | 639,416 | — | 1,408,699 | 797,997 | 129,915 | 17,676 | 2,993,703 | | Wayne Calabrese President and Chief Operating Officer | 2023 | 575,000 | — | 472,856 | 423,809 | — | 18,140 | 1,489,805 | | | 2022 | 525,000 | — | 624,000 | 781,149 | — | 2,249 | 1,932,398 | | | 2021 | 450,000 | — | — | 225,000 | — | — | 675,000 | | James Black Senior Vice President, President Secure Services | 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 | | | 2021 | — | — | — | — | — | — | — |

  50. SUMMARY COMPENSATION TABLE

    | (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 2023, 2022 and 2021 for each named executive officer. Stock awards granted in 2023, 2022 and 2021, 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, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. |

  51. SUMMARY COMPENSATION TABLE

    | (2) The 2023 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. Gordo, Evans, Calabrese and Black were $1,004,249, $556,200, $431,251 and $405,565, 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 $10.82 on March 1, 2023, as compared to the actual closing share price of $9.07 on March 1, 2023. 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 “2023 Equity Incentive Awards” for a further description of the stock awards. |

  52. SUMMARY COMPENSATION TABLE

    | (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 2023, 2022 and 2021, and paid in 2024, 2023 and 2022, 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 2023, the target adjusted EBITDA and revenue was $520.0 million and $2,370.70 million, respectively. |

  53. SUMMARY COMPENSATION TABLE

    | The actual 2023 results achieved for Adjusted EBITDA and revenue was $507.2 million and $2,413.20 million, respectively. |

  54. SUMMARY COMPENSATION TABLE

    | (4) Figures in this column consist of amounts accrued in 2023, 2022 and 2021 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 $2,517,132 related to the increase in value as of December 31, 2023. 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. |

  55. SUMMARY COMPENSATION TABLE

    | (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 2023, 2022 and 2021 (Please see “Compensation Discussion & Analysis” and “Other Benefits and Perquisites” for a further description of these benefits): |

  56. SUMMARY COMPENSATION TABLE

    | All Other Compensation | | | | | | | | | | | Executive | Year | Auto Allowance ($)(a) | Club Dues ($) | Excess Group Life Insurance ($)(b) | Aircraft Usage ($)(c) | Home Security ($) | Board Fees ($)(d) | Severance Payments ($) | Total All Other Compensation ($) | | George C. Zoley | 2023 | — | 23,389 | 4,191 | 130,191 | — | — | — | 157,771 | | | 2022 | — | 31,500 | 4,191 | 74,300 | 2,605 | — | — | 112,596 | | | 2021 | (5,628) | 33,170 | 4,191 | 17,971 | — | — | 6,431,055 | 6,480,759 | | Jose Gordo | 2023 | 11,384 | 3,020 | — | 31,057 | — | — | — | 45,461 | | | 2022 | 11,384 | 11,235 | — | 39,379 | — | — | — | 61,998 | | | 2021 | 2,807 | 10,037 | — | — | — | 110,625 | — | 123,469 | | Brian R. Evans | 2023 | 8,862 | — | 1,242 | 32,692 | — | — | — | 42,796 | | | 2022 | 8,948 | — | 1,242 | 8,916 | 1,798 | — | — | 20,904 | | | 2021 | 8,831 | — | 1,242 | 7,603 | — | — | — | 17,676 | | Wayne Calabrese | 2023 | 18,140 | — | — | — | — | — | — | 18,140 | | | 2022 | 2,249 | — | — | — | — | — | — | 2,249 | | | 2021 | — | — | — | — | — | — | — | — | | James Black | 2023 | 7,746 | 3,999 | 599 | — | — | — | — | 12,344 | | | 2022 | 7,138 | 14,927 | 599 | — | — | — | — | 22,664 | | | 2021 | — | — | — | — | — | — | — | — |

  57. SUMMARY COMPENSATION TABLE

    | (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. |

  58. SUMMARY COMPENSATION TABLE

    | (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. |

  59. SUMMARY COMPENSATION TABLE

    | (c) We provided certain perquisites to the named executive officers for personal use of the Company’s leased aircraft. For 2023, Dr. Zoley was allotted thirty (30) hours of personal use of the Company aircraft, Mr. Gordo was allotted fifteen (15) hours of personal use of the Company aircraft and Mr. Evans was allotted eight (8) 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. |

  60. SUMMARY COMPENSATION TABLE

    | (6) Mr. Gordo departed as Chief Executive Officer and as a Board member from the Company on mutually agreeable terms and transitioned to the role of an advisor, effective December 31, 2023. Per the terms of the separation, there was no severance triggered. |

  61. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following sets forth information regarding the grants of plan-based awards to the named executive officers for the year ended December 31, 2023.

  62. GRANTS OF PLAN-BASED AWARDS

    | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | George C. Zoley | — | 531,420 | 1,062,839 | 2,175,678 | — | — | — | — | — | — | — | | | 3/1/2023 | — | — | — | — | — | — | 119,239 | — | — | 1,081,498 | | Jose Gordo | — | 493,461 | 986,922 | 1,973,844 | — | — | — | — | — | — | — | | | 3/1/2023 | — | — | — | 33,217 | 110,722 | 221,444 | — | — | — | 1,101,130 | | Brian R. Evans | — | 273,302 | 546,603 | 1,093,206 | — | — | — | — | — | — | — | | | 3/1/2023 | — | — | — | 18,397 | 61,323 | 122,646 | — | — | — | 609,858 | | Wayne Calabrese | — | 211,905 | 423,809 | 847,618 | — | — | — | — | — | — | — | | | 3/1/2023 | — | — | — | 14,264 | 47,547 | 95,094 | — | — | — | 472,856 | | James Black | — | 199,283 | 398,565 | 797,130 | — | — | — | — | — | — | — | | | 3/1/2023 | — | — | — | 13,415 | 44,715 | 89,430 | — | — | — | 444,692 |

  63. GRANTS OF PLAN-BASED AWARDS

    | (1) These columns reflect the threshold, target and maximum amounts that our named executive officers were eligible to receive under our Performance Award Plan with respect to year 2023. For a description of how these amounts have been calculated, please see “Compensation Discussion & Analysis — Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined — Annual Cash Incentive Compensation.” For information on the amounts that our named executive officers actually received under our Performance Award Plan for 2023, please see the Non-Equity Incentive Plan Compensation column of the Summary Compensation table above. |

  64. GRANTS OF PLAN-BASED AWARDS

    | (2) The awards reported under the “Estimated Future Payouts Under Equity Incentive Plan Awards” and the “All Other Stock Awards: Number of Shares of Stock or Units” columns were granted pursuant to our Amended and Restated 2018 Stock Incentive Plan. The columns under the “Estimated Future Payouts Under Equity Incentive Plan Awards” reflect the threshold, target and maximum number of shares of common stock that our named executive officers are eligible to receive pursuant to the performance-based restricted stock granted in 2023, other than Dr. Zoley who received a grant of time-based restricted stock pursuant to his appointment as Executive Chairman. For a description of how these amounts of shares have been calculated, please see “Compensation Discussion & Analysis – Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined—2023 Equity Incentive Awards.” |

  65. GRANTS OF PLAN-BASED AWARDS

    | (3) The percentage of the shares related to the return on capital employed metric was valued on our closing stock price on March 1, 2023 while the percentage of the shares related to the total shareholder return metric was valued based on a Monte Carlo simulation model. |

  66. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information regarding equity-based awards held by our named executive officers as of December 31, 2023.

  67. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | George C. Zoley | — | — | — | — | — | 387,989 | 4,201,921 | | Jose Gordo | — | — | — | — | — | 410,722(3) | 4,448,119 | | Brian R. Evans | — | — | — | — | — | 341,911 | 3,703,763 | | Wayne Calabrese | — | — | — | — | — | 172,547 | 1,868,684 | | James H. Black | — | — | — | — | — | 144,715 | 1,567,263 |

  68. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) All shares in this column consist of restricted stock awards. The awards granted on March 1, 2021 cliff vested on March 15, 2024 based on the achievement of certain performance metrics. The awards granted on March 1, 2022 cliff vest on March 10, 2025 based on the achievement of certain performance metrics. The awards granted on March 1, 2023 cliff vest on March 10, 2026 based on the achievement of certain performance metrics. The remaining 1/3 of the awards granted on June 4, 2021 vest upon the achievement of the performance metrics for the period from January 1, 2021 to December 31, 2023. |

  69. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Amounts in this column have been calculated using an assumed stock price of $10.83, the closing price of our common stock on December 29, 2023, the last business day of our fiscal year 2023. |

  70. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Under the terms of the Advisory Services Agreement entered into between the Company and Mr. Gordo, Mr. Gordo will continue to vest in shares of performance-based restricted stock when and to the extent the Compensation Committee of the Board certifies that the performance goals are actually met through the end of the term of the Advisory Services Agreement on June 30, 2025. As a result, Mr. Gordo will not vest in the 110,722 shares of performance-based restricted stock granted in 2023 that is included in this number of shares. |

  71. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding stock option exercises by, and the vesting of stock-based awards of, each of the named executive officers of GEO during 2023.

  72. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | George C. Zoley | — | — | 382,862 | 3,420,246 | | Jose Gordo | — | — | 4,753 | 43,110 | | Brian R. Evans | — | — | 162,750 | 1,435,455 | | Wayne Calabrese | — | — | — | — | | James H. Black | — | — | 10,000 | 90,700 |

  73. PENSION BENEFITS

    PENSION BENEFITS The following table sets forth certain information with respect to each plan that provides for payments to each of the named executive officers of GEO at, following, or in connection with retirement from GEO.

  74. PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year | | George C. Zoley | Executive Retirement Agreement | n/a | 9,556,982 | — | | Jose Gordo | Senior Officer Retirement Plan | — | — | — | | Brian R. Evans | Senior Officer Retirement Plan | 23 | 1,912,897 | — | | Wayne Calabrese | Senior Officer Retirement Plan | — | — | — | | James H. Black | Senior Officer Retirement Plan | 25 | 1,552,449 | — |

  75. PENSION BENEFITS

    | (1) The benefit of Dr. Zoley under his executive retirement agreement is triggered upon the attainment of the retirement age of 55 years old without regard to years of credited service. Dr. Zoley is 55 or older and therefore all of his benefits under his executive retirement agreement are fully vested. |

  76. PENSION BENEFITS

    | (2) This column reflects amounts relating to each named executive officer’s retirement agreement or retirement plan. The assumptions used in GEO’s actuarial calculation of pension costs are based on payments in the form of a life annuity using market information and GEO’s historical rates for employment compensation. Such actuarial assumptions are based using mortality tables for healthy participants and include a discount rate of 5.00% and a rate of compensation increase of 4.4%. Dr. Zoley’s amount was determined using the value of his amended and restated plan including the 2023 annual contribution and accrued interest as of December 31, 2023. Please see discussion of the 2021 Amended and Restated Retirement Agreement in the Compensation Discussion & Analysis section above. Please see “Certain Material Executive Compensation Agreements and Arrangements” for a description of our executive and senior officer retirement agreements and arrangements. |

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth for each named executive officer the payments that GEO would have been required to make as of December 31, 2023, (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.

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 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 | 4,519,450 | — | 9,556,982 | | Jose Gordo(6) | — | — | 1,167,808 | | Brian R. Evans | 1,505,460 | — | 1,912,897 | | Wayne Calabrese | 1,185,500 | — | — | | James Black(7) | 1,287,826 | — | 1,552,449 |

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (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, 2023, 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. Currently, only the employment agreements with Dr. Zoley and Messrs. Evans and Calabrese contain a right of the officer to terminate employment for good reason. |

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) In the event of a termination for any reason of any named executive officer on December 31, 2023, 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. |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) All amounts are calculated using each named executive officer’s annual base salary on December 31, 2023. |

  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (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. |

  83. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (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, 2023, 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 Messrs. Evans and Black under the Senior Officer Retirement Plan are fully vested and they 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, 2023, 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. Please see “Certain Material Executive Compensation Agreements and Arrangements” for a description of our executive and senior officer retirement agreements and arrangements. |

  84. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) Mr. Gordo departed as Chief Executive Officer and as a Board member from the Company on mutually agreeable terms and transitioned to the role of an advisor, effective December 31, 2023. Per the terms of the separation, there was no severance triggered. The amount disclosed in the table includes the annual cash incentive payment earned by Mr. Gordo for the fiscal year 2023 and 8,031 unvested shares of restricted stock which were not performance based and were valued at $10.83, which was the closing price of our common stock on December 29, 2023. |

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (7) Includes 11,250 unvested shares of restricted stock which were not performance based and were valued at $10.83 which was the closing price of our common stock on December 29, 2023. |

  86. PAY RATIO

    PAY RATIO Under rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. The paragraphs that follow describe our methodology and the resulting CEO pay ratio. We identified the median employee using our employee population on December 31, 2023. At December 31, 2023, we had approximately 16,000 employees located in the United States, Australia and South Africa. Approximately 87% of our total employees are located in the United States. Our diverse employee population varies significantly in experience, education and specialized training. Regardless of the employee’s role in the organization or their location, the process for determining salaries is the same. Local market competitive data is reviewed to set base pay rates. Individual salaries are then adjusted from these base pay rates to reflect the individual’s role and responsibilities as well as his or her experience, education and specialized training. Pursuant to the de minimis exception, in identifying the median employee, we excluded 486 employees in South Africa which represents approximately 3% of our workforce. We used the relevant average currency exchange rate to convert the compensation of our Australian employees to U.S. dollars. We did not make cost of living adjustments. To identify the median employee from our employee population, we compared the amount of base salary, as reflected in our payroll records for 2023, excluding our CEO. We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. We do not grant equity to a large percentage of our employee population, so using base salary, is considered to be representative. As a result, the total annual compensation for the year ended December 31, 2023 was $50,502 for our median employee and $3,137,763 for our CEO as reflected in the “Total” column of the Summary Compensation Table. The ratio of our CEO’s pay to that of our median employee for 2023 was approximately 62 times. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allows companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have headquarters and offices in different states and countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.

  87. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  88. Pay Versus Performance Table

    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.”

  89. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Mr. Gordo (1) | Summary Compensation Table Total for Dr. Zoley (1) | 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) | | | 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 |

  90. Pay Versus Performance Table

    | (1) The dollar amounts reflected in the columns labeled “(a)” are the amounts of total compensation reported for Mr. Gordo and Dr. Zoley for each corresponding year in the “Total” column of the applicable “Summary Compensation Table.” |

  91. Pay Versus Performance 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 Mr. Gordo and Dr. Zoley. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gordo or 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 Mr. Gordo’s and Dr. Zoley’s total compensation for each year to determine their respective CAP: |

  92. Pay Versus Performance Table

    | 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 | | 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 |

  93. Pay Versus Performance Table

    | (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 |

  94. Pay Versus Performance Table

    | 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 2023, George C. Zoley, Brian R. Evans, Wayne Calabrese and James Black; (ii) for 2022, George C. Zoley, Brian R. Evans, Ann M. Schlarb and James Black; (iii) for 2021, Brian R. Evans, Ann M. Schlarb, David Venturella and Joe Negron; and (iv) for 2020, Brian R. Evans, J. David Donahue, Ann M. Schlarb, Blake Davis, and David Venturella. |

  95. Pay Versus Performance Table

    | (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: |

  96. Pay Versus Performance Table

    | 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 | | 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 |

  97. Pay Versus Performance Table

    | 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 | | 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) |

  98. Pay Versus Performance Table

    | (5) Cumulative Total Shareholder Return (“TSR”) is calculated in accordance with the requirements of Item 402(v) of Regulation S-K. |

  99. Pay Versus Performance Table

    | (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 2023 and 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. |

  100. Pay Versus Performance Table

    | (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. |

  101. Pay Versus Performance Table

    | (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, pre-tax, gain/loss on extinguishment of debt, goodwill impairment charge, pre-tax, legal related expenses, pre-tax, pre-tax, start-up expenses, pre-tax, |

  102. Pay Versus Performance Table

    | close-out expenses, pre-tax, COVID-19 expenses, pre-tax, transaction related expenses, pre-tax, one-time employee restructuring expenses, pre-tax, close-out expenses, pre-tax, change in tax structure to C Corp, and the tax effect of adjustments to net income attributable to The GEO Group, Inc. Please refer to our current reports on Form 8-K filed on February 22, 2024 and February 29, 2024 for additional information and a reconciliation of Adjusted Net Income to our results as reported under GAAP. |

  103. Analysis of the Information Presented in the Pay Versus Performance Table

    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.

  104. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  105. DIRECTOR’S COMPENSATION

    DIRECTOR’S COMPENSATION The following table shows the compensation earned by each director who was not an officer during fiscal year 2023.

  106. DIRECTOR’S COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(4) | Option Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Thomas C. Bartzokis | 110,000 | 134,998 | — | — | 244,998 | | Jack Brewer | 123,125 | 134,998 | — | — | 258,123 | | Scott M. Kernan | 141,875 | 134,998 | — | — | 276,873 | | Lindsay L. Koren (5) | 120,000 | 134,998 | — | — | 254,998 | | Terry Mayotte (6) | 195,000 | 134,998 | — | — | 329,998 | | Andrew Shapiro | 145,000 | 134,998 | — | — | 279,998 | | Julie Myers Wood | 132,500 | 134,998 | — | — | 267,498 |

  107. DIRECTOR’S COMPENSATION

    | (1) These amounts consist of: (i) an annual retainer fee which was paid at a rate of $85,000 per year; (ii) a payment of $25,000 to the chairperson of the Audit and Finance Committee; (iii) a payment of $15,000 to each member of the Audit and Finance Committee; (iv) a payment of $15,000 for other Board committee chairs; and (v) a payment of $7,500 for other Board committee members. The lead independent director received an additional annual retainer of $30,000. |

  108. DIRECTOR’S COMPENSATION

    | (2) This column reflects the aggregate grant date fair value with respect to stock awards during 2023 for each director who was not a named executive officer. The grant date fair value of the restricted stock award granted on March 1, 2023 as calculated in accordance with FASB 718 was $8.76 per share, which was the closing price of our common stock on the last business day immediately preceding the grant date. |

  109. DIRECTOR’S COMPENSATION

    | (3) There were no stock options awarded to directors during 2023. |

  110. DIRECTOR’S COMPENSATION

    | (4) The table below sets forth the aggregate number of shares of common stock subject to stock awards and option awards held by each director who is not a named executive officer outstanding as of the end of 2023. |

  111. DIRECTOR’S COMPENSATION

    | Name | Stock Awards | Option Awards | | Thomas C. Bartzokis | 27,906 | — | | Jack Brewer | 27,906 | — | | Scott M. Kernan | 35,937 | — | | Lindsay L. Koren (5) | 14,884 | — | | Terry Mayotte | 27,906 | — | | Andrew Shapiro | 27,906 | — | | Julie Myers Wood | 35,937 | — |

  112. DIRECTOR’S COMPENSATION

    | (6) Pursuant to Company policy, the maximum compensation level for lead directors is $350,000. For 2023, Mr. Mayotte received $195,000 in fees for his service as a Board member, the lead independent director and his service as Chairman of the Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee and he received a stock award valued at $135,000. |