DEF 14A of Geo Group Inc, Mar 19, 2026

DEF 14A of Geo Group Inc

Filed Mar 19, 2026 · FY20250001193125-26-116014

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Director Nominees

    Director Nominees GEO’s Board of Directors is currently comprised of seven (7) members. Seven directors are nominated for election at our annual meeting, including six independent directors and our Chairman and Chief Executive Officer. All of the nominees are presently directors of GEO. All nominees were elected by the shareholders at GEO’s 2025 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 | 68 | 2022 | Director | | Jack Brewer | 47 | 2021 | Director | | Donna Arduin Kauranen | 62 | 2024 | Director | | Scott M. Kernan | 65 | 2018 | Director | | Lindsay L. Koren | 48 | 2022 | Director | | Julie Myers Wood | 56 | 2014 | Director | | George C. Zoley | 76 | 1988 | Chairman and Chief Executive Officer |

  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. | | | Donna Arduin Kauranen — Ms. Kauranen has served as a director of GEO since June 2024. Ms. Kauranen is an accomplished senior executive with over 30 years’ experience. Ms. Kauranen has served as the President of Arduin, Laffer & Moore Econometrics LLC, a consulting firm, since 2005. Ms. Kauranen has also served as Policy Advisor for the Alaska Legislature since 2023. She has previously advised several state governments on transition, finance, and budgetary matters, including Florida, California, Illinois, and Montana, most recently advising the Montana Governor-elect Transition in 2020 and the Alaska OMB Director in 2019. Ms. Kauranen received a Bachelor of Arts in Economics, Public Policy from Duke University. Ms. Kauranen brings extensive finance, public policy and state government experience to the Board of Directors. Her experience advising state governments on transition, finance, and budgetary matters strengthens 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. |

  8. Director Nominees

    | | Lindsay L. Koren — Ms. Koren has served as a director of GEO since December 2022. Ms. Koren has served as Senior Vice President and General Counsel of Darden Restaurants since February 2026 and was previously Senior Vice President, Division General Counsel of Darden Restaurants, where she led the company’s ethics and compliance program, privacy, and commercial law functions. She 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 received a Bachelor of Arts in History from Miami University and a Juris-Doctor from Tulane University. 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. | | | 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 Truvantis, a privately-held company in the cybersecurity space. Ms. Wood served on the Board of Directors of Draganfly Inc., a company providing drone solutions, software, and AI systems to a variety of markets, and did not stand for re-election at the company’s 2025 annual meeting 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. |

  9. Director Nominees

    | | George C. Zoley — Dr. Zoley was appointed Chairman and Chief Executive Officer of The GEO Group, Inc., effective March 1, 2026. Dr. Zoley previously served as Executive Chairman from July 2021 through February 2026, and has served as Chairman since 2002. He served as GEO’s Vice Chairman 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 Chairman and Chief Executive Officer. |

  10. Director Nominees

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

  11. Compensation Committee

    | • | review on a periodic basis an independent analysis of director compensation practices at other U.S. public companies of comparable size and scope 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 2025, the Compensation Committee engaged Pay Governance to perform the following services: (i) review and make recommendations for a compensation benchmarking peer group and the performance peer group used in the performance-based restricted stock program; (ii) review of the compensation levels of the executive officers; (iii) a review of the proxy statement for the 2025 Annual Meeting of Shareholders including consultation related to the Compensation Discussion & Analysis section of the proxy statement; (iv) calculation of the Total Shareholder Return (“TSR”) Performance to determine the performance-based restricted stock payout levels; (v) calculation of the Accounting Fair Value for performance-based restricted stock awards; (vi) a review of non-employee director compensation; (vii) a review of executive compensation trends and developments; and (viii) consultations regarding performance-based restricted stock program considerations. Other than as described above, Pay Governance was not asked to perform any other services for us in 2025. GEO paid Pay Governance a total of $134,378 related to its work for the Compensation Committee in 2025. 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, 50% of our long-term incentive is delivered in performance-based restricted stock that only vest following a performance period subject to achieving objective metrics, ROCE and Relative TSR ✓ Double-trigger change-in-control arrangements ✓ Clawback and anti-hedging policies | | 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 2024, the Compensation Committee approved the use of the following companies for benchmarking in fiscal year 2025:

  20. Elements of Compensation

    | • | Annual cash incentive compensation; |

  21. Elements of Compensation

    | • | Performance-based equity compensation; |

  22. Elements of Compensation

    | • | Time-based equity compensation; and |

  23. 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 2025, our Compensation Committee determined it was appropriate to increase the annual base salaries of Dr. Zoley and Messrs. Suchinski and Negron by approximately 3% as compared to their 2024 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. In December of 2024, the Board approved the appointment of Mr. Donahue as Chief Executive Officer effective as of January 1, 2025. The Compensation Committee determined it was appropriate to approve his annual base salary of $1,000,000 pursuant to the terms of his Executive Employment Agreement. Mr. Laird was promoted to the position of Senior Vice President of GEO Secure Services effective as of January 1, 2025. The Compensation Committee determined it was appropriate to approve his annual base salary of $600,000 pursuant to the terms of his Executive Employment Agreement. 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. 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; (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 above in (ii). 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. In July 2025, in conjunction with entering into the Amendment to Executive Chairman Employment Agreement with Dr. Zoley, the Compensation Committee approved an increase to the annual incentive target amount as a percentage of salary that Dr. Zoley was eligible to receive under the Performance Award Plan from 100% to 150% of his base salary. The Compensation Committee determined this adjustment was appropriate in light of the business opportunities that the Company was experiencing and how Dr. Zoley’s institutional knowledge regarding the Company and the industry as a whole, as well as his experience with business development and customer relationships, is greatly assisting and guiding the Company during this time period. Similarly, the Compensation Committee approved an increase to the annual incentive target amount as a percentage of salary that Mr. Donahue was eligible to receive under the Performance Award Plan from 100% to 150% of his base salary. The Committee determined this adjustment was appropriate in light of the business opportunities that the Company was experiencing and how Mr. Donahue’s more than 40 years of experience in corrections and detention, coupled with his experience in operational planning, facility activations, and managing and overseeing operational teams is greatly assisting and guiding the Company during this time period. There were no other changes to the individual target percentages of any of the other NEOs.

  24. 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 | 150% | | Chief Executive Officer | 150% | | Chief Financial Officer | 100% | | Senior Vice Presidents | 75% |

  25. 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% |

  26. 2025 Cash Incentive Outcomes

    2025 Cash Incentive Outcomes The Adjusted EBITDA target for 2025 was set at $465.0 million, a slight increase compared to Adjusted EBITDA achieved during 2024. The Compensation Committee determined it was appropriate to set the Adjusted EBITDA target for 2025 at a slightly increased level primarily because of the Company’s expectations that the declining electronic monitoring revenues would be offset with lower margin secure services revenue. The revenue target for 2025 was set at $2,491.2 million, which was slightly above the revenue achieved during 2024. The Compensation Committee determined it was appropriate to set the revenue target slightly above the revenue achieved during 2024 due to the Company’s expectations that the declining electronic monitoring revenues would be offset with lower margin secure services revenue. In 2025, the Company achieved Adjusted EBITDA performance slightly above the target performance objective due to higher secure services revenue which offset declining electronic monitoring revenues. The actual Adjusted EBITDA performance was further adjusted from the Adjusted EBITDA amount reported in the Company’s fourth quarter and year-end 2025 results to take into account a $1.1 million true-up to the Company’s bonus reserve. The Company achieved revenue performance above the target performance objective primarily due to higher secure services revenue which offset declining electronic monitoring revenues.

  27. 2025 Cash Incentive Outcomes

    | FY 2025 Performance Results | | | | | | | Metrics ($Millions) | Weighting | Target | Actual | Actual as a % of Target | Payout as a % of Target | | Adjusted EBITDA | 65% | $465.0 | $465.5 | 100.1% | 100.4% | | Revenue | 35% | $2,491.2 | $2,631.5 | 105.6% | 156.4% | | | | | | Weighted Payout as % of Target | 120.0% |

  28. 2025 Cash Incentive Outcomes

    There were adjustments to annual incentives earned for individual performance in 2025. These adjustments were based on a number of factors, including (i) the years of service of the executive officer with the Company and in his current role, (ii) whether the executive officer remained in his role at the time the annual cash incentive was paid, and (iii) the level of contributions the individual performance of the executive officer had on the Company’s overall financial performance and the performance of the function or line of business the executive officer was responsible for. Based on these results, the following annual incentive amounts were awarded to the named executive officers for fiscal year 2025 performance:

  29. 2025 Cash Incentive Outcomes

    | Executive | FY ‘25 Target Incentive ($) | Corporate Financial Performance Factor | Target x Financial Performance Factor ($) | Actual Incentive Earned ($) | | George C. Zoley | 1,721,045 | 180.12% | 3,100,000 | 3,100,000 | | J. David Donahue | 1,500,000 | 0.00% | — | — | | Mark J. Suchinski | 721,000 | 120.00% | 865,200 | 865,200 | | Joe Negron | 437,621 | 100.00% | 437,621 | 437,621 | | Paul Laird | 450,000 | 100.00% | 450,000 | 450,000 |

  30. 2025 Cash Incentive Outcomes

    Mr. Donahue did not receive a payout of the 2025 annual cash incentive under the Performance Award Plan due to his retirement effective February 28, 2026.

  31. 2025 Equity Incentive Awards

    2025 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 February 24, 2025, the Compensation Committee approved, and recommended to the Board that it approve, certain modifications to GEO’s long-term equity incentive plan for senior management (the “LTIP”) administered under the Second Amended and Restated 2018 Stock Incentive Plan. The Board approved the modifications to the LTIP on February 25, 2025. GEO’s prior awards under the LTIP consisted 100% of performance-based restricted stock using two vesting metrics to calculate the performance stock award payouts: (1) Total Shareholder Return (“TSR”) and (2) Return on Capital Employed (“ROCE”). Under the amended LTIP, stock awards to senior management beginning in 2025 consist of an award where 50% of the stock award is time-based restricted stock vesting in installments of 1/3rd every year over three years and 50% of the stock award will consist of a performance-based award of restricted stock using the performance metrics of relative TSR and ROCE to calculate payouts (50% of the performance-based component will use TSR and 50% of the performance-based component will use ROCE). The maximum payout of stock under the performance-based component of the award will be capped at 180%, down from 200% (award payouts for the performance-based components of awards granted prior to 2025 remain capped at 200%). We believe this mix of 50% performance-based restricted stock with 50% time-based restricted stock is aligned with 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. On March 3, 2025, GEO made its annual grants of performance-based restricted stock to our named executive officers, other than Dr. Zoley. Pursuant to the terms of the Executive Chairman Agreement, Dr. Zoley has historically received 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. On March 3, 2025, Dr. Zoley received an award of 50,000 shares of restricted stock that vest on the one-year anniversary of the grant date. Also on March 3, 2025, Dr. Zoley was granted a one-time special recognition stock award in the amount of 207,862 shares of restricted stock which was scheduled to vest on the one-year anniversary of the grant date. The Compensation Committee approved this special recognition stock award in light of: (1) the exceptional recent Company performance, both operational and on the basis of Total Shareholder Return over fiscal year 2024; (2) Dr. Zoley’s operational and leadership responsibilities that have expanded beyond his expected duties in the Executive Chairman role over the past 3-years due to turnover of multiple CEO’s; and (3) his leadership in the areas of business development and customer relationships and the achievements obtained in these areas reflecting his status as a founder of the industry with deep networks developed over time across government and other key customers. In approving this special recognition stock award, the Compensation Committee took into account the 92,138 shares of restricted stock that had been granted to Dr. Zoley in 2024. On July 15, 2025, the Compensation Committee approved a modification to the vesting schedule of the one-time special recognition stock award of 207,862 shares of restricted stock granted to Dr. Zoley such that the award vested on July 17, 2025, instead of March 3, 2026. The Committee approved the modification in light of, and in connection with, the amendment to the Executive Chairman Employment Agreement entered into on July 7, 2025. 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 2025:

  32. 2025 Equity Incentive Awards

    | Executive | Number of Time-Based Restricted Shares Granted in 2025 | Number of Performance Shares Granted in 2025 | Approved Value on Date of Grant(1) | | George C. Zoley | 257,862 | — | $6,763,720 | | J. David Donahue | 37,500 | 37,500 | $1,967,251 | | Mark J. Suchinski | 25,000 | 25,000 | $1,311,500 | | Joe Negron | 12,500 | 12,500 | $655,751 | | Paul Laird | 12,500 | 12,500 | $655,751 |

  33. 2025 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 $26.23 on March 3, 2025. We note 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. |

  34. 2025 Equity Incentive Awards

    Specifically, the performance targets for the 2025 performance-based restricted stock grants are:

  35. 2025 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% |

  36. 2025 Equity Incentive Awards

    The threshold required for payment under the return on capital employed (“ROCE”) metric is set at +1% above 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. 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.

  37. Equity Incentive Outcomes for 2023 to 2025 Performance Cycle

    Equity Incentive Outcomes for 2023 to 2025 Performance Cycle On March 1, 2023, the Compensation Committee granted target awards of performance-based restricted stock vesting over a three-year period beginning January 1, 2023, provided that certain TSR performance goals and ROCE goals were met as of December 31, 2025. Specifically, the performance targets were:

  38. Equity Incentive Outcomes for 2023 to 2025 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% |

  39. Equity Incentive Outcomes for 2023 to 2025 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 S&P 600 companies in the Commercial & Professional Services GICS code, the Company’s 2023-2025 TSR of 49.7% places the Company in the 57 th percentile of the peer group which results in a TSR component payout of 117.5%. The Company’s management calculated the return on capital employed component of the performance-based restricted stock to be 13.1% during the 2023-2025 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 200% of the target award. This grant was prior to Mr. Donahue’s appointment as Chief Executive Officer and, as a result he was not eligible and did not receive a grant of performance-based restricted stock. This grant was prior to Mr. Suchinski’s appointment to Senior Vice President and Chief Financial Officer and as a result he was not eligible and did not receive a grant of performance-based restricted stock. This grant was prior to Mr. Laird’s appointment as Senior Vice President, Secure Services and, as a result, he was not eligible and did not receive a grant of performance-based restricted stock. This grant was subsequent to the appointment of Dr. Zoley as Executive Chairman, and pursuant to the terms of his Executive Chairman Employment Agreement, he was not eligible and did not receive a grant of performance-based restricted stock. Based on the performance discussed above, Mr. Negron’s combined award payout totals 72,200 shares.

  40. Equity Grant Policies

    Equity Grant Policies Equity awards are expected to be approved for current employees, including our named executive officers, at the February Compensation Committee meeting each year. In addition to the annual equity grants, equity grants may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. We do not grant equity awards in anticipation of the release of material, non-public information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. The timing of the annual equity grants is in accordance with the yearly compensation cycle, with awards granted during the first quarter to incentivize employees to deliver on the Company’s strategic objectives for the new fiscal year. No stock options have been granted by us to our executive officers since 2011, and there are no current plans to grant our executive officers stock options. Currently, employees that are categorized as a “Director” or above receive restricted stock and employees that are categorized below the “Director” role receive stock options. Eligible employees, including our named executive officers, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using accumulated payroll deductions. Purchase dates under the ESPP are generally the last business day of each month.

  41. Annual Cash Incentive Opportunities

    Annual Cash Incentive Opportunities The annual cash incentive compensation for fiscal year 2026 performance will be determined under the Performance Award Plan consistent with the methodology used in 2025 based on the budgeted Adjusted EBITDA and budgeted revenue 2026 performance goals set by the Compensation Committee.

  42. Equity Awards

    Equity Awards On February 24, 2026, the Compensation Committee granted equity awards pursuant to the approved LTIP for 2026, other than for Dr. Zoley and Messrs. Donahue and Negron. On July 7, 2025, George C. Zoley and the Company entered into the Amendment to Executive Chairman Employment Agreement and one of the modifications reflected in the amendment was to increase the target stock award applicable to Dr. Zoley from 100% to 150% of his base salary. The Compensation Committee approved the amendment upon its determination that entering into the amendment was appropriate and in the best interests of the Company in light of the unprecedented business opportunities that the Company is experiencing and how Dr. Zoley’s institutional knowledge regarding the Company, and the industry as a whole, as well as his experience with business development and customer relationships is greatly assisting and guiding the Company during this time period. Pursuant to the Executive Chairman Agreement, Dr. Zoley received a grant of restricted stock on February 24, 2026 with a grant date fair value equal to 150% of his base salary that vest on the one-year anniversary of the grant date. Mr. Negron retired from the Company effective December 31, 2025, and; therefore, did not receive an equity award in 2026. Mr. Donahue retired from the Company effective February 28, 2026; and, therefore, did not receive an equity award in 2026. Mr. Suchinski received an equity award in 2026 but due to his decision to relocate out-of-state and leave his position effective March 31, 2026, Mr. Suchinski will forfeit the equity award made to him in 2026. On March 5, 2026, Dr. Zoley received a special recognition stock award of 200,000 shares of immediately vested common stock. The Compensation Committee approved the special recognition stock award in light of: (i) the Company’s strong operational and financial performance in 2025; (ii) Dr. Zoley’s operational and leadership responsibilities that have expanded beyond his expected duties as Executive Chairman over the past four years due to turnover of multiple CEOs and (iii) his leadership in the areas of business development and customer relationships and the achievements obtained in these areas reflecting his status as a founder of the industry with deep networks developed over time across government and other key customers. 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 February 24, 2026:

  43. Equity Awards

    | Executive | Number of Time-Based Restricted Shares Granted in 2026 | Number of Performance Based Restricted Stock Granted in 2026 | Value on Date of Grant $13.81/share(1) | | George C. Zoley | 250,000 | — | $3,452,500 | | J. David Donahue | — | — | — | | Mark J. Suchinski | 24,000 | 24,000 | $662,880 | | Joe Negron | — | — | — | | Paul Laird | 15,000 | 15,000 | $414,300 |

  44. 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 $13.81 on February 24, 2026. We note that this value will differ from the value that will be disclosed in the 2026 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. |

  45. 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 2025, Dr. Zoley was allotted thirty (30) hours of personal use of the corporate aircraft and Mr. Donahue was allotted ten (10) hours of personal use of the corporate aircraft. Senior Officer Retirement Plan. Mr. Negron participated during 2025 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. Negron retired from the Company effective December 31, 2025, and is not eligible for retirement benefits under the senior officer retirement plan as he did not complete the minimum ten years of service. There were no changes to the Senior Officer Retirement Plan in 2025.

  46. 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 2025, 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 2025, 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.

  47. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows compensation earned by each of the named executive officers of GEO during 2025, 2024, and 2023 (except that only 2025 information is provided for those executive officers that became named executive officers for 2025), 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 February 28, 2026; (ii) the Chief Financial Officer; and (iii) each of the three most highly compensated executive officers as of December 31, 2025, of GEO other than the executive officers that served as Chief Executive Officer or Chief Financial Officer during the fiscal year ended December 31, 2025.

  48. 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 Chairman & Chief Executive Officer | 2025 | 1,147,363 | — | 6,763,720 | 3,100,000 | 3,718,950 | 266,917 | 14,996,950 | | | 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 | | J. David Donahue(6) Former Chief Executive Officer | 2025 | 1,000,000 | — | 2,081,438 | — | — | 175,881 | 3,257,319 | | Mark J. Suchinski(7) Senior Vice President & Chief Financial Officer | 2025 | 721,000 | — | 1,387,625 | 865,200 | — | 37,311 | 3,011,136 | | | 2024 | 338,525 | — | 989,000 | 662,550(8) | — | 77,397 | 2,067,472 | | Joe Negron(8) Forner Senior Vice President, Legal Services, General Counsel & Corporate Secretary | 2025 | 583,495 | — | 693,813 | 437,621 | 159,812 | 42,563 | 1,917,304 | | Paul Laird(9) Senior Vice President, Secure Services | 2025 | 600,000 | — | 693,813 | 450,000 | — | 60,353 | 1,804,166 |

  49. 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 2025, 2024, and 2023 for each named executive officer. Stock awards granted in 2025, with the exception of Dr. Zoley, consisted of an award where 50% of the stock award is time-based restricted stock vesting in installments of 1/3rd every year for over three years and 50% of the stock award will consist of a performance-based award of restrictive stock and will be earned if the Company achieves its performance based targets. Stock awards granted in 2024 and 2023, 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, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2026. |

  50. SUMMARY COMPENSATION TABLE

    | (2) The 2025 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. Donahue, Suchinski, Negron, and Laird were $1,967,251, $1,311,500, $655,751, and $655,751, 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 $32.32 on March 3, 2025, as compared to the actual closing share price of $26.23 on March 3, 2025. 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 “2025 Equity Incentive Awards” for a further description of the stock awards. |

  51. 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 2025, 2024, and 2023, and paid in 2026, 2025, and 2024, 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 2025, the target Adjusted EBITDA and revenue was $465.0 million and $2,491.2 million, respectively. |

  52. SUMMARY COMPENSATION TABLE

    The actual 2025 results achieved for Adjusted EBITDA and revenue was $465.5 million and $2,631.5 million, respectively.

  53. SUMMARY COMPENSATION TABLE

    | (4) Figures in this column consist of amounts accrued in 2025, 2024 and 2023 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 $3,718,950 related to the increase in value as of December 31, 2025. 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. |

  54. 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 2025, 2024 and 2023 (Please see “Compensation Discussion & Analysis” and “Other Benefits and Perquisites” for a further description of these benefits): |

  55. SUMMARY COMPENSATION TABLE

    | 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 | 2025 | 5,667 | 51,771 | 4,183 | 205,296 | — | — | — | 266,917 | | | 2024 | 5,667 | 43,387 | 4,567 | 53,214 | — | — | — | 106,835 | | | 2023 | — | 23,389 | 4,191 | 130,191 | — | — | — | 157,771 | | J. David Donahue | 2025 | 15,069 | 19,671 | — | 141,141 | — | — | — | 175,881 | | Mark J. Suchinski | 2025 | 14,484 | 20,505 | 2,322 | — | — | | — | 37,311 | | | 2024 | 4,104 | 4,640 | 447 | — | — | 68,206 | — | 77,397 | | Joe Negron | 2025 | 39,547 | — | 3,016 | — | — | — | — | 42,563 | | Paul Laird | 2025 | 13,052 | 16,577 | 1,097 | — | — | 29,627 | — | 60,353 |

  56. 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. |

  57. 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. |

  58. SUMMARY COMPENSATION TABLE

    | (c) We provided certain perquisites to the named executive officers for personal use of the Company’s leased aircraft. For 2025, Dr. Zoley was allotted thirty (30) hours of personal use of the Company aircraft and Mr. Donahue 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. |

  59. SUMMARY COMPENSATION TABLE

    | (6) Mr. Donahue was appointed Chief Executive Officer effective January 1, 2025 and retired effective February 28, 2026. |

  60. SUMMARY COMPENSATION TABLE

    | (7) Mr. Suchinski was appointed Chief Financial Officer effective July 8, 2024. On February 27, 2026, Mr. Suchinski notified GEO of his decision to relocate out-of-state and leave his position effective March 31, 2026 to accept a position in another industry. |

  61. SUMMARY COMPENSATION TABLE

    | (8) Mr. Negron retired effective December 31, 2025. Mr. Negron was not a named executive officer prior to the year ended December 31, 2025. |

  62. SUMMARY COMPENSATION TABLE

    | (9) Mr. Laird was appointed Senior Vice President, Secure Services effective January 1, 2025. Mr Laird was not a named executive officer prior to the year ended December 31, 2025. |

  63. 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, 2025:

  64. 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 | — | 1,550,000 | 3,100,000 | 6,200,000 | — | — | — | — | — | — | — | | | 3/3/2025 | — | — | — | — | — | — | 257,862 | — | — | 6,763,720 | | J. David Donahue | — | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | | 3/3/2025 | — | — | — | 11,250 | 37,500 | 75,000 | 37,500 | — | — | 2,081,438 | | Mark J. Suchinski | — | 432,600 | 865,200 | 1,730,400 | — | — | — | — | — | — | — | | | 3/3/2025 | — | — | — | 7,500 | 25,000 | 50,000 | 25,000 | — | — | 1,387,625 | | Joe Negron | — | 218,811 | 437,621 | 875,242 | — | — | — | — | — | — | — | | | 3/3/2025 | — | — | — | 3,750 | 12,500 | 25,000 | 12,500 | — | — | 693,813 | | Paul Laird | — | 225,000 | 450,000 | 900,000 | — | — | — | — | — | — | — | | | 3/3/2025 | — | — | — | 3,750 | 12,500 | 25,000 | 12,500 | — | — | 693,813 |

  65. 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 2025. 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 2025, please see the Non-Equity Incentive Plan Compensation column of the above Summary Compensation table. |

  66. 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 Second 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 2025, other than Dr. Zoley who received a grant of time-based restricted stock. The other Executive Officers also received a grant of time-based restricted stock. 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—2025 Equity Incentive Awards.” |

  67. 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 3, 2025, while the percentage of the shares related to the total shareholder return metric was valued based on a Monte Carlo simulation model. |

  68. 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, 2025:

  69. 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 | — | — | — | — | — | 50,000 | 806,000 | | J. David Donahue | — | — | — | — | — | 75,000(3) | 1,209,000 | | Mark J. Suchinski | — | — | — | — | — | 100,000 | 1,612,000 | | Joe Negron | — | — | — | — | — | 105,623(4) | 1,702,643 | | Paul Laird | — | — | — | — | — | 48,403 | 780,256 |

  70. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) All shares in this column consist of restricted stock awards. The performance-based awards granted on March 1, 2023, cliff vested on March 6, 2026, based on the achievement of certain performance metrics. The performance-based awards granted on March 1, 2024, cliff vest by March 15, 2027, based on the achievement of certain performance metrics. The performance-based awards granted on March 3, 2025, cliff vest by March 15, 2028, based on the achievement of certain performance metrics. |

  71. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Amounts in this column have been calculated using an assumed stock price of $16.12, the closing price of our common stock on December 31, 2025. |

  72. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Pursuant to the terms of the Donahue Separation Agreement, Mr. Donahue will continue to vest in shares of restricted stock, provided; however, that any restricted stock that is still subject to performance-based vesting shall vest when and to the extent the Compensation Committee certifies that the performance goals are actually met. |

  73. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Pursuant to the terms of the Negron Separation Agreement, Mr. Negron will continue to vest in shares of restricted stock granted in 2024, provided; however, that any restricted stock that is still subject to performance-based vesting shall vest when and to the extent the Compensation Committee certifies that the performance goals are actually met. |

  74. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding the vesting of stock-based awards of each of the named executive officers of GEO during 2025:

  75. 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 | — | — | 300,000 | 7,659,059 | | J. David Donahue | — | — | — | — | | Mark J. Suchinski | — | — | — | — | | Joe Negron | — | — | 200,000 | 4,802,000 | | Paul Laird | — | — | 15,632 | 410,027 |

  76. 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:

  77. 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 | 16,335,522 | — | | J. David Donahue(3) | Senior Officer Retirement Plan | — | — | — | | Mark J. Suchinski | Senior Officer Retirement Plan | — | — | — | | Joe Negron(4) | Senior Officer Retirement Plan | 7 | 287,396 | — | | Paul Laird | Senior Officer Retirement Plan | — | — | — |

  78. 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. |

  79. 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 5.55% and a rate of compensation increase of 4.5%. Dr. Zoley’s amount was determined using the value of his amended and restated executive retirement agreement including the 2025 annual contribution and accrued interest as of December 31, 2025. Please see discussion of the 2021 Amended and Restated Retirement Agreement in the above Compensation Discussion & Analysis section. Please see “Certain Material Executive Compensation Agreements and Arrangements” for a description of our executive and senior officer retirement agreements and arrangements. |

  80. PENSION BENEFITS

    | (3) Mr. Donahue was not eligible for additional retirement benefits under the Senior Officer Retirement Plan based on his prior employment and retirement, which resulted in Mr. Donahue taking his benefits at that time. |

  81. PENSION BENEFITS

    | (4) Mr. Negron retired effective December 31, 2025. |

  82. 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, 2025; (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.

  83. 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 | 8,830,591 | — | 16,335,522 | | J. David Donahue(6) | 2,560,281 | — | — | | Mark J. Suchinski | — | — | — | | Joe Negron(7) | 1,196,002 | — | 287,396 | | Paul Laird | 1,283,264 | — | — |

  84. 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, 2025, if such officer was terminated by GEO without cause or the officer terminated his employment for good reason, in each case, in connection with the change in control. As of December 31, 2025, only the employment agreements with Dr. Zoley and Messrs. Donahue, Suchinski and Laird contain a right of the officer to terminate employment for good reason. |

  85. 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, 2025, 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. |

  86. 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, 2025. |

  87. 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. |

  88. 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, 2025, whether by GEO or the officer, regardless of whether cause or good reason existed, and including in the event of a termination due to the retirement, death, or disability of the officer. The retirement benefits of Mr. Suchinski under the Senior Officer Retirement Plan are not vested as he has not attained the minimum ten years of service. The retirement benefits of Mr. Negron under the Senior Officer Retirement Plan are not vested as he did not attain the minimum ten years of service. Please see “Certain Material Executive Compensation Agreements and Arrangements” for a description of our executive and senior officer retirement agreements and arrangements. |

  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) Mr. Donahue retired from the Company effective February 28, 2026. Please see the discussion above titled “Certain Material Executive Compensation Agreements and Arrangements—Separation Agreement with Mr. Donahue” for a discussion of termination payments owed to Mr. Donahue under the terms of the Donahue Separation Agreement. |

  90. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (7) Mr. Negron retired from the Company effective December 31, 2025. Please see the discussion above titled “Certain Material Executive Compensation Agreements and Arrangements—Separation Agreement with Mr. Negron” for a discussion of termination payments owed to Mr. Negron under the terms of the Negron Separation Agreement. |

  91. 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 which describe our methodology and the resulting CEO pay ratio. We identified the median employee using our employee population on December 31, 2025. At December 31, 2025, we had approximately 18,000 employees located in the United States, Australia, and South Africa. Approximately 89% 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 479 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 2025, 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, 2025, was $55,128 for our median employee and $3,257,319 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 2025 was approximately 59 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.

  92. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  93. 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.”

  94. Pay Versus Performance Table

    | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Mr. Donahue (1) | Summary Compensation Table Total for Mr. Evans (1) | Summary Compensation Table Total for Mr. Gordo (1) | Summary Compensation Table Total for Dr. Zoley (1) | Compensation Actually Paid to Mr. Donahue (2) | Compensation Actually Paid to Mr. Evans (2) | Compensation Actually Paid to Mr. Gordo (2) | Compensation Actually Paid to Dr. Zoley (2) | Average Summary Compensation Total for Non-Principal Executive Officer (“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 Operations (7) | Adjusted Net Income (8) | | | (a) | (a) | (a) | (a) | (b) | (b) | (b) | (b) | (c) | (d) | | | (in thousands) | | | 2025 | $3,257,319 | | | | $2,254,381 | | | | $5,432,389 | $2,768,751 | $187 | $114 | $254,372 | $120,092 | | 2024 | | $5,611,237 | $— | $— | | $13,926,436 | $— | $— | 2,740,014 | 5,145,420 | 325 | 115 | 31,966 | 100,974 | | 2023 | | — | 3,137,763 | — | | — | 4,116,553 | — | 3,127,858 | 3,142,068 | 126 | 110 | 107,325 | 117,471 | | 2022 | | — | 4,531,272 | — | | — | 7,028,722 | — | 3,206,216 | 5,585,202 | 127 | 101 | 171,813 | 171,196 | | 2021 | | — | 1,601,207 | 11,270,248 | | — | 1,652,434 | 10,844,304 | 1,825,765 | 1,905,353 | 90 | 139 | 77,418 | 159,203 |

  95. Pay Versus Performance Table

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

  96. 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 Messrs. Donahue, Evans, Gordo, and Dr. Zoley. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Donahue, Evans, Gordo, and Dr. Zoley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Donahue’s, Evans’, Gordo’s, and Dr. Zoley’s total compensation for each year to determine their respective CAP: |

  97. Pay Versus Performance Table

    | Summary Compensation Table Total to Compensation Actually Paid Reconciliation for PEOs | | | | | | | Year | Principal Executive Officer | Reported Summary Compensation Table for PEO | Reported Value of Equity Awards | Equity Award Adjustments | Compensation Actually Paid to PEO | | 2025 | David Donahue | $3,257,319 | $(2,081,438) | $1,078,500 | $2,254,381 | | 2024 | Brian Evans | 5,611,237 | (1,256,186) | 9,571,385 | 13,926,436 | | 2023 | Jose Gordo | 3,137,763 | (1,101,130) | 2,079,920 | 4,116,553 | | 2022 | Jose Gordo | 4,531,272 | (1,560,000) | 4,057,450 | 7,028,722 | | 2021 | Jose Gordo | 1,601,207 | (391,253) | 442,480 | 1,652,434 | | 2021 | George C. Zoley | 11,270,248 | (1,978,000) | 1,552,056 | 10,844,304 |

  98. 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 | | 2025 | David Donahue | $1,078,500 | $— | $— | $— | $— | $1,078,500 | | 2024 | Brian Evans | 3,446,949 | 5,803,400 | — | 321,036 | — | 9,571,385 | | 2023 | Jose Gordo | 1,901,650 | 187,205 | — | (8,935) | — | 2,079,920 | | 2022 | Jose Gordo | 3,720,000 | 346,909 | — | (9,459) | — | 4,057,450 | | 2021 | Jose Gordo | 449,368 | (4,912) | — | (1,976) | — | 442,480 | | 2021 | George C. Zoley | 1,869,156 | (166,125) | — | (150,975) | — | 1,552,056 |

  99. 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 PEO) in the “Total” column of the applicable “Summary Compensation Table.” The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, George C. Zoley, Mark J. Suchinski, Joe Negron, and Paul Laird; (ii) for 2024, George C. Zoley, Mark J. Suchinski, Shayn P. March, Wayne Calabrese, and James Black; (iii) for 2023, George C. Zoley, Brian R. Evans, Wayne Calabrese, and James Black; (iv) for 2022, George C. Zoley, Brian R. Evans, Ann M. Schlarb and James Black; and (v) for 2021, Brian R. Evans, Ann M. Schlarb, David Venturella, and Joe Negron. |

  100. 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: |

  101. 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 | | 2025 | $5,432,389 | $(2,384,743) | $676,518 | $14,277 | $(969,690) | $2,768,751 | | 2024 | 2,740,014 | (739,177) | 3,847,183 | 9,297 | (711,897) | 5,145,420 | | 2023 | 3,127,858 | (652,226) | 1,088,787 | 35,157 | (457,508) | 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 |

  102. 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 | | 2025 | $471,125 | $(661,028) | $1,310,570 | $(444,149) | $— | $676,518 | | 2024 | 1,794,383 | 1,920,708 | — | 132,092 | — | 3,847,183 | | 2023 | 982,295 | 482,566 | — | (376,074) | — | 1,088,787 | | 2022 | 1,684,263 | 1,507,130 | — | (120,730) | — | 3,070,663 | | 2021 | 768,741 | (36,337) | — | (26,421) | — | 705,983 |

  103. 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. |

  104. 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 2021. In 2022, due to the transition from REIT status in late 2021, the Compensation Committee continued to review compensation data from the REIT peer group while also referencing market data from a broad survey of general industry companies with revenues between $1 and $3 billion. In 2024 and 2025, our peer group consisted of companies in the categories of security and alarm services, commercial services and supplies, and health care facilities with similar revenues and market cap. |

  105. Pay Versus Performance Table

    | (7) The dollar amounts reported represent the amount of net income attributable to The GEO Group, Inc. operations reflected in the Company’s audited consolidated financial statements for the applicable year. |

  106. 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/impairment, pre-tax, gain/loss on extinguishment of debt, litigation costs, and settlements, pre-tax, start-up expenses, pre-tax, transaction fees, pre-tax, one-time employee restructuring expenses, pre-tax, ATM equity program expenses, pre-tax, close-out expenses, pre-tax, discreet tax benefit, and the tax effect of adjustments to net income attributable to The GEO Group, Inc. Please refer to Appendix A for a reconciliation of Adjusted Net Income to our results as reported under GAAP. |

  107. 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.

  108. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  109. DIRECTOR’S COMPENSATION

    DIRECTOR’S COMPENSATION The following table shows the compensation earned by each director who was not an officer during fiscal year 2025:

  110. 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 | 162,500 | 150,009 | — | — | 312,509 | | Jack Brewer | 244,991 | 150,009 | — | — | 395,000 | | Donna Arduin Kauranen | 173,027 | 150,009 | — | — | 323,036 | | Scott M. Kernan | 194,991 | 150,009 | — | — | 345,000 | | Lindsay L. Koren | 168,750 | 150,009 | — | — | 318,759 | | Andrew Shapiro(5) | 77,500 | 135,006 | — | — | 212,506 | | Julie Myers Wood | 153,750 | 150,009 | — | — | 303,759 |

  111. DIRECTOR’S COMPENSATION

    | (1) These amounts consist of: (i) an annual retainer fee which was paid at a rate of $100,000 per year; (ii) a payment of $25,000 to the chairperson of the Audit and Finance Committee; (iii) a payment of $20,000 to the chairperson of the Compensation Committee; (iv) a payment of $15,000 to each member of the Audit and Finance Committee; (v) a payment of $15,000 for other Board committee chairs; (vi) a payment of $10,000 for Compensation Committee members; and (vii) a payment of $7,500 for other Board committee members. The lead independent director received an additional annual retainer of $30,000. These amounts also include a discretionary payment made to the non-employee directors who attended the Company’s Leadership Conference and a discretionary payment made to the lead independent director for his service on special Board projects. |

  112. DIRECTOR’S COMPENSATION

    | (2) This column reflects the aggregate grant date fair value with respect to stock awards during 2025 for each director who was not a named executive officer. The grant date fair value of the restricted stock award granted on March 3, 2025, as calculated in accordance with FASB 718 was $26.23 per share, which was the closing price of our common stock on the last business day immediately preceding the grant date. |

  113. DIRECTOR’S COMPENSATION

    | (3) There were no stock options awarded to directors during 2025. |

  114. 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 2025: |

  115. DIRECTOR’S COMPENSATION

    | Name | Stock Awards | Option Awards | | Thomas C. Bartzokis | 25,877 | — | | Jack Brewer | 25,877 | — | | Donna Arduin Kauranen | 5,719 | — | | Scott M. Kernan | 25,877 | — | | Lindsay L. Koren | 21,536 | — | | Julie Myers Wood | 25,877 | — |

  116. DIRECTOR’S COMPENSATION

    | (5) Mr. Shapiro resigned from the Board of Directors and all Board committee positions effective as of January 6, 2025. |