UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Section 5 | Corporate Governance and Management |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 7, 2025, George C. Zoley and The GEO Group, Inc. (“GEO” or the “Company”) entered into the Amendment to Executive Chairman Employment Agreement (the “Amendment”). The Amendment modifies Dr. Zoley’s employment agreement by extending his employment term as Executive Chairman from June 30, 2026 to April 2, 2029, updating his base salary to reflect the base salary previously approved by the Committee in February 2025 and modifying each of the Target Bonus (as defined below) and Target Stock Award (as defined below) applicable to Dr. Zoley from 100% to 150% of his base salary. The Compensation Committee of the Board of Directors (the “Committee”) approved the Amendment on July 3, 2025 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.
On July 3, 2025, the Committee approved an adjustment to the annual cash incentive target amount pursuant to the terms of the Senior Management Performance Award Plan (the “Target Bonus”) and the annual equity incentive award target amount (the “Target Stock Award”) applicable to the Company’s Chief Executive Officer, J. David Donahue. The Committee approved the adjustment of each of the Target Bonus and Target Stock Award from 100% to 150% of his base salary. The Committee determined these adjustments to Mr. Donahue’s executive compensation are appropriate and in the best interests of the Company in light of the unprecedented business opportunities that the Company is 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.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment to Executive Chairman Employment Agreement, dated as of July 7, 2025, between The GEO Group, Inc. and George C. Zoley. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GEO GROUP, INC. | ||||||
| July 10, 2025 |
By: | /s/ Mark J. Suchinski | ||||
| Date | Mark J. Suchinski | |||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||