approval exceeds the number of votes cast against approval. The alternative receiving the greatest number of votes with respect to the advisory vote on the frequency of the advisory vote on executive compensation will be considered the frequency that shareholders approve. The shareholder proposal will be approved if the number of votes cast in favor of approval exceeds the number cast against approval. Shares of common stock represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee which are represented at the annual meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum for the proposal but will not be counted as “votes cast” with respect to the election of directors, and the advisory vote to approve named executive officer compensation.compensation, the advisory vote on the frequency of the advisory vote on executive compensation and the shareholder proposal. If less than the majority of the outstanding shares of common stock are represented at the annual meeting, a majority of the shares so represented may adjourn the annual meeting to another date and time.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting to be held on Tuesday,Friday, April 26, 202228, 2023 at 10:00 a.m. The Proxy Statement

and 20212022 Annual Report to Shareholders are available at www.proxyvote.com.

Any person giving a proxy has the power to revoke it any time before it is voted by providing written notice to GEO addressed to the Corporate Secretary, by executing and delivering a later dated proxy, or by participating in the meeting and voting the shares electronically.

The costs of preparation, assembly and mailing this proxy statement and the accompanying materials will be borne by GEO. GEO will also pay the cost of soliciting your proxy and reimbursing brokerage firms and others for forwarding proxy materials to you. Certain of GEO’s officers, directors and employees may participate in the solicitation of proxies by mail, personal interview, letter, fax and telephone without additional consideration.

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

Director Nominees

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As Chief Financial Officer, Mr. Evans is responsible for the overall financial management of GEO and its subsidiaries and the Company’s acquisition, disposition and growth initiatives. Since joining the Company, Mr. Evans has overseen significant financial growth and shareholder value creation.

During his tenure at GEO, Mr. Evans has been instrumental in successfully executing the Company’s strategy for three secondary public offerings of equity; the execution of multiple financing transactions; and the successful completion of major business transactions including the acquisitions of Correctional Services Corporation in 2005, CentraCore Properties Trust in 2007, Cornell Companies in 2010, BI Incorporated in 2011, LCS Corrections in 2014 and Community Education Centers in 2017.

Prior to joining GEO, Mr. Evans worked for Arthur Andersen LLP as a Manager in the Audit and Business Advisory Services Group from 1994 until joining GEO. During his tenure at Arthur Andersen, Mr. Evans supervised the financial statement audits of both public and private companies and city and county governments. From 1990 until 1994, Mr. Evans served as an Officer in the Supply Corps of the United States Navy and was assigned to the USS Monterey in Jacksonville, Florida.

Mr. Evans graduated in 1990 from the University of Notre Dame with a Bachelor’s Degree in Accounting. Mr. Evans is a member of the American Institute of Certified Public Accountants.

Wayne Calabrese — Mr. Calabrese was appointed GEO’s Senior Vice President, Chief Operating Officer in December 2022 and previously served as GEO’s Senior Vice President of Legal Services from September 2021 through December 2022. Mr. Calabrese brings extensive knowledge and experience to GEO’s management team. His legal training and experience, together with his prior service in various GEO leadership positions, makes him

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Wayne Calabrese — Mr. Calabrese was appointed GEO’s Senior Vice President of Legal Services in September 2021. Mr. Calabrese had previously served as Vice Chairman of the Board, President and Chief Operating Officer of GEO until his retirement in December 2010. Mr. Calabrese originally joined GEO as Vice President of Business Development in 1989 and served in a range of increasingly senior positions. Prior to joining GEO, Mr. Calabrese was a partner in the Akron, Ohio law firm of Calabrese, Dobbins and Kepple. He also served as an Assistant City Law Director in Akron, Ohio; an Assistant County Prosecutor and Chief of the County Bureau of Support for Summit County, Ohio; and Legal Counsel and Director of Development for the Akron Metropolitan Housing Authority. He received his bachelor’s degree in Secondary Education from the University of Akron and his Juris Doctor from the University of Akron Law School.

Mr. Calabrese brings extensive knowledge and experience to GEO’s management team. His legal training and experience, together with his prior service in various GEO leadership positions, makes him uniquely qualified to serve as GEO’s Senior Vice President of Legal Services.

Joe Negron — Mr. Negron joined GEO in December 2018, became Senior Vice President, General Counsel and Corporate Secretary effective January 2019 and became GEO’s Senior Vice President, Legal Services, General Counsel and Secretary effective January 1, 2019.December 2022. Prior to joining GEO, Mr. Negron had 30 years of experience in business law and complex corporate and commercial litigation. Mr. Negron has worked for several prestigious Florida law firms throughout his career, most recently in the litigation practice at Akerman LLP. Mr. Negron also served in the Florida Legislature for fifteen years, including service as both House and Senate Appropriations Chair, as well as President of the Florida Senate in his final term.

Mr. Negron received his undergraduate degree from Stetson University, his Juris Doctor degree from Emory University School of Law and a Masters in Public Administration from Harvard University.

David J. VenturellaMatthew T. Albence — Mr. VenturellaAlbence joined GEO in 2012 as Executive Vice President, Corporate Development. In 2014, he was promoted to Senior Vice President, Business Development and currently serves2022 as Senior Vice President of Client Relations. Since September 2020, Mr. Venturella isAlbence has served as a Principal at GrindStone Strategic Consulting, LLC, a boutique consulting firm providing services in the area of national security, law enforcement, business development, and management and leadership consulting. Prior to that, Mr. Albence had a 26-year career in federal law enforcement. From May 2012 to August 2020, Mr. Albence served in a variety of roles for U.S. Immigration and Customs Enforcement, culminating as the Acting Director, where he led an organization of 20,000 professionals in over 400 domestic and international offices, responsible for leading GEO’s business and proposal development efforts. Prior to joining GEO, Mr. Venturellathe enforcement of hundreds of federal statutes. He also served in various leadership positions including as theDeputy Director, Executive Associate Director for the Office of Enforcement and Removal Operations, for ICE from February 2011 to June 2012.

In addition to his 22-year career with ICE, Mr. Venturella has worked in the private sector in business development and strategic planning. From May 2004 to September 2007, he served as Vice President of the Homeland Security Business Unit for USIS, a corporation that provided security-based information and service solutions to government and corporate customers, in Falls Church, Virginia, where he was credited with increasing annual revenues by an average of 15 percent during his tenure. He also served asAssistant Director of Business Development for USIS in the company’s Professional Services Division and served as Director of Business Development for the Global SecurityEnforcement and Engineering Services Unit with L-3 CommunicationsRemoval Operations Enforcement Division. Mr. Albence holds a B.S. in Chantilly, VirginiaJustice from September 2007 to May 2008. Mr. Venturella has more than 26 years’ experienceAmerican University and a M.S. in federal law enforcement operations and business development. His expertise includes strategic planning, organizational management, project development and program execution.Administration of Justice from Southern Illinois University.

Mr. Venturella has a Bachelor of Science degree in Political Science from Bradley University in Peoria, Illinois. He has also completed the Harvard/MIT Executive Leadership Course at Harvard University’s Kennedy School of Government.

Richard K. Long — Mr. Long joined GEO in 2017 after a distinguished career working for Balfour Beatty Construction for 30 years. Mr. Long has developed extensive expertise with commercial and federal government construction as well as engineering projects using design-build and construction management at risk delivery methods for both public and private sector clients, with a combined construction value in excess of $5.0 billion.

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With over 30 years of construction experience, Mr. Long also finds time for industry service. He is a long-time member and past-chairman of Florida’s largest chapter of the Associated Builders and Contractors (“ABC”). Additionally, as founding member and past-president of the Society of American Military Engineers (“SAME”) South Florida chapter, Mr. Long accepted multiple accolades at the association’s 2012 National Joint Engineer Training Conference.

Mr. Long received his Bachelor of Science in Civil Engineering from the University of Missouri and a Bachelor of Science in Construction Management from the University of Louisiana-Monroe.

Christopher D. Ryan — Mr. Ryan joined GEO in 2011 and has over 30 years of human resources experience. Since joining the company, Mr. Ryan has served in increasingly senior human resources positions, including the Director of Employee and Labor Relations, Vice President of Employee and Labor Relations, Executive Vice President of Human Resources, and was subsequently promoted to Senior Vice President of Human Resources in 2023. Mr. Ryan also leads the company’s diversity, equity, and inclusion (DEI) efforts. DEI remains a top business priority, given the fact that more diverse and inclusive companies tend to outperform other employers. Prior to joining The GEO Group, Mr. Ryan held numerous human resources leadership roles at American Airlines, Florida Power & Light and Southern Wine & Spirits of America. Mr. Ryan is also actively involved in the community and sits on the Board of Directors of several 501(c)(3) non-profit organizations serving youth and other residents of Palm Beach County, Florida.

Mr. Ryan holds a Bachelor’s of Science degree in Community Health Services from the State University of New York, Plattsburgh.

Ronald A. Brack — Mr. Brack assumed the role of Vice President, Chief Accounting Officer and Controller for the Company in August 2009. Mr. Brack was GEO’s Vice President and Controller from January 2008 to August 2009 and Controller from April 2007 to January 2008. Mr. Brack joined GEO in May 2005 as Assistant Controller. From 2000 until joining GEO, Mr. Brack was with Fort Lauderdale, Florida based NationsRent, Inc. where his most recent position was Assistant Controller. From 1997 to 2000, Mr. Brack was with the Fort Lauderdale office of Arthur Andersen, LLP where his most recent position was Senior Auditor in the Audit and Business Advisory Services Group. Prior to that time, Mr. Brack spent over ten years in the fleet management business with World Omni Leasing, Inc. and GE Capital Fleet Services. Mr. Brack attended Florida Atlantic University and has a bachelor’s degree in Economics from Vanderbilt University. He is a member of the American Institute of Certified Public Accountants.

Shayn P. March — Mr. March joined GEO as Vice President of Finance and Treasurer in March 2009. Prior to joining GEO, Mr. March served as a Managing Director for the Corporate Investment Banking group at BNP Paribas, where he worked for eleven years in increasing capacities. From 1995 to 1997, Mr. March was employed at Sanwa Bank in the Corporate Finance Department. From 1988 to 1994, Mr. March was employed at UJB Financial in the Finance and Credit Audit Departments. Mr. March earned his Masters in Business Administration in Financial Management from the Lubin School of Business at Pace University and his Bachelor of Arts in Economics at Rutgers University.

THE BOARD OF DIRECTORS, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION

GEO’s board of directors held fourteeneight meetings during fiscal year 2021.2022. Each director attended at least 75% of the total number of meetings of the board of directors and of the meetings held by all board committees on which such director served.

Director Independence

Pursuant to the corporate governance standards applicable to companies listed on the New York Stock Exchange (“NYSE”), the board of directors must be comprised of a majority of directors who qualify as independent directors. In determining independence, each year the board of directors affirmatively determines whether directors have a “material relationship” with GEO. When assessing the “materiality” of a director’s relationship with GEO, the board of directors considers all relevant facts and circumstances, not merely from the director’s standpoint, but also from that of the persons or organizations with which the director has an affiliation. An independent director is free from any relationship with GEO that may impair the director’s ability to make independent judgments. Particular attention is paid to whether the director is independent from management and, with respect to organizations affiliated with a director with which GEO does business, the frequency and regularity of the business conducted, and whether the business is carried out at arm’s length on substantially the same terms to GEO as those prevailing at the time from unrelated third parties for comparable business transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships.

Applying the NYSE’s independence standards, the board of directors has determined that, Thomas C. Bartzokis, Jack Brewer, Anne N. Foreman, Richard H. Glanton, Scott M. Kernan, Lindsay L. Koren, Terry Mayotte, Andrew N. Shapiro Christopher C. Wheeler and Julie Myers Wood qualify as independent under the NYSE’s corporate governance standards. Ms. Foreman is not standing for re-election at the 2023 Annual Meeting of Shareholders. As a result, the board of directors is

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subsequent to the annual meeting of a majority of independent directors. The board of directors’ determination that each of these directors is independent was based on the fact that none of the directors had a material relationship with GEO outside of such person’s position as a director, including a relationship that would disqualify such director from being considered independent under the NYSE’s listing standards.

Committees

Under our corporate governance guidelines, the board of directors has established nineeleven standing committees. The members of the board of directors serving on these committees and the functions of those committees are set forth below. Upon the conclusion of the 20222023 Annual Meeting of Shareholders, the board of directors will meet and update the composition of the committees in light of Messrs. Glanton and WheelerMs. Foreman not standing for re-election at the 20222023 Annual Meeting of Shareholders in accordance with the requirements of NYSE rules and the committee charters of the Audit and Finance Committee, Nominating and Corporate Governance Committee and Compensation Committee.

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clicking on the links “Governance with Integrity-Corporate Governance.” In addition, the charter is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at 561-893-0101. Pursuant to the charter, the main functions and responsibilities of the Audit and Finance Committee include the following:

Compensation Committee

The Compensation Committee met nineseven times during fiscal year 2021.2022. The Report of the Compensation Committee is included in this proxy statement.

All of the members of the Compensation Committee are independent (as independence is defined under Section 303A.02 of the NYSE’s listing standards).

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For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see “Compensation Discussion and& Analysis” elsewhere in this proxy statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met eight times during fiscal year 2021.2022.

All of the members of the Nominating and Corporate Governance Committee are independent (as independence is defined under Section 303A.02 of the NYSE’s listing standards).

The Nominating and Corporate Governance Committee has a written charter adopted by the board of directors. It can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the links “Governance with Integrity-Corporate Governance.” In addition, the charter is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at 561-893-0101. Pursuant to the charter, the main functions and responsibilities of the Nominating and Corporate Governance Committee include the following:

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In fulfilling the committee’s duties to identify and recommend candidates for election to our board of directors, the Nominating and Corporate Governance Committee considers the mix of skills, experience, character, commitment, and diversity — diversity being broadly construed to mean a variety of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics, all in the context of the requirements of our board of directors at the time of election.

Executive Committee

Periodically during fiscal year 2021,2022, members of the Executive Committee informally discussed various matters relating to GEO’s business. The Executive Committee has full authority to exercise all the powers of the board of directors between meetings of the board of directors, except as reserved by the board of directors. All actions taken by the Executive Committee in 20212022 were ratified by the board of directors at their next quarterly meeting.

Corporate Planning Committee

The Corporate Planning Committee periodically reviews with management various corporate strategic initiatives, including potential merger and acquisition activities, business expansion issues and corporate finance matters.

Criminal Justice and Rehabilitation Committee

The Criminal Justice and Rehabilitation Committee guides and oversees the Company’s efforts regarding rehabilitation and anti-recidivism.

Human Rights Committee

The Criminal Justice Rehabilitation and Human Rights Committee periodically reviews with management matters relating to criminal justice rehabilitationguides and oversees the Company’s efforts regarding the protection of human rights.

Cyber Security and Environmental Oversight Committee

The Cyber Security and Environmental Oversight Committee guides and oversees the Company’s efforts regarding cybersecurity, privacy and environmental sustainability concerns.

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duties of the board of directors. The board believes that each director should have a basic understanding of (i) the principal operational and financial objectives and plans and strategies of GEO, (ii) the results of operations and financial condition of GEO and of any significant subsidiaries or business segments, and (iii) the relative standing of GEO and its business segments in relation to its competitors. The board is committed to diversified membership and it does not and will not discriminate on the basis of race, color, national origin, gender, religion or disability in selecting nominees. The Nominating and Corporate Governance Committee may, to the extent it deems appropriate, engage a third party professional search firm to identify and review new director candidates and their credentials.

The Nominating and Corporate Governance Committee will consider proposed nominees whose names are submitted to it by shareholders. We adopted proxy access in advance of our 2017 annual meeting of shareholders.

Our proxy access provisions are set forth in Article II, Section 6 of our Third Amended and Restated Bylaws (“Bylaws”). The proxy access provisions permit a shareholder, or a group of up to twenty (20) shareholders, owning three percent (3%) or more of the Company’s outstanding common stock continuously for at least three (3) years, to nominate twenty percent (20%) of the number of directors then in office (rounding down to the nearest whole number) provided that the shareholder or group and each nominee satisfy the eligibility, procedural and disclosure requirements for proxy access as specified in the Bylaws, including that the Company receive notice of such nominations between 90 and 120 days prior to the anniversary date of the previous year’s annual meeting of shareholders. Since our annual meeting for 20222023 is scheduled for April 26, 2022,28, 2023, any nomination pursuant to our proxy access process to be considered at the 20232024 annual meeting must be properly submitted to us not earlier than December 27, 202230, 2023 or later than January 26, 2023.29, 2024.

In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19(b) under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees.

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We believe the current leadership structure of the board of directors supports the risk oversight functions described below by providing independent leadership at the Board and committee level with ultimate oversight by the full board of directors led by our Executive Chairman. The board of directors periodically reviews and considers whether the current Board leadership structure continues to be appropriate for our Company.

Board Risk Oversight

Our board of directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. Throughout the year, the board of directors and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. The board of directors has delegated responsibility for the oversight of specific risks to the following committees:

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non-employee director executive sessions, board self-evaluation, board committees, CEO performance review, succession planning, non-employee director compensation, certain shareholder matters and certain shareholder rights.

The corporate governance guidelines can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the link “Governance with Integrity-Corporate Governance.” In addition, the corporate governance guidelines are available in print to any shareholder who requests them by contacting our Executive Vice President of Corporate Relations at 561-893-0101.

Annual Board and Committee Self-Assessments and Non-Employee Director Executive Sessions

The board of directors conducts a self-assessment annually, which is reported by the Nominating and Corporate Governance Committee to the board of directors. In addition, the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee also undergo annual self-assessments of their performance. The non-employee directors of the board of directors meet in executive session at least twice per year and such meetings are presided over by a presiding director who is typically the chairman of the Nominating and Corporate Governance Committee.

Communications with Directors

The board of directors has adopted a process to facilitate written communications by shareholders or other interested parties to the entire board, the independent members of the board as a group or any individual member

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performance, and independent verification of GEO’s performance by third party organizations. The Human Rights and ESG report also addresses criteria, based on recognized ESG reporting standards, related to the development of GEO’s employees; its efforts to advance environmental sustainability in the construction and operation of the Company’s facilities; and the Company’s adherence to ethical governance practices throughout the Company. The report covers the year ended December 31, 20202021 with supporting data from 2018-20202019-2021 where possible. The report showcases, among other items, the company-wide awareness and training programs, GEO’s commitment to a safe and humane environment for everyone in the Company’s care, employee diversity, addressing recidivism through the GEO Continuum of Care, the Company’s engagement efforts with its stakeholders, oversight and contract compliance, conservation measures and enhanced environmental sustainability efforts.

The ESG report was prepared with reference to the GRI Standards related to General Disclosures, Economic Topics, Environmental Topics and Social Topics based on the Global Reporting Initiative, or GRI, issued by the Global Sustainability Standards Board and the UN Guiding Principles on Business and Human Rights. GRI is an international independent standards organization created to help business, government and other organizations understand and communicate how their operations affect issues of global importance, such as human rights, corruption and climate change. GEO has referenced the GRI Standards and the UN Guiding Principles on Business and Human Rights as the Company has recognized the need for a transparent and disciplined enterprise-wide approach. In GEO’s pursuit of this approach, it has begun with the following set of ongoing objectives:

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ESG report. Moving forward, GEO expects to publish its Human Rights Risk Assessment in late 2022. As partevaluate additional human rights initiatives, including a future review of this process, GEO also expects to review and update itsGEO’s Global Human Rights Policy and corresponding human rights training program for its employees. GEO expects these initiatives will play an important role in enhancing the Company’s human rights policies and disclosures.implementation.

Enhanced Political and Lobbying Disclosure

In March 2022,February 2023, GEO published its enhanced Political Activity and Lobbying Report disclosure for 2021.2022. In light of a shareholder proposal approved during the 2021 annual meeting of shareholders regarding lobbying disclosures, GEO undertook a review of its previous disclosure.

Based on this review and taking into consideration the shareholder feedback as presented in the shareholder proposal, as well as feedback provided by shareholders regarding political contributions disclosures, GEO enhanced its report to provide additional, more detailed information with respect to GEO’s lobbying activities and political contributions made at the corporate level and through its political action committee.

The enhanced Political Activity and Lobbying Report provides new and more detailed disclosures on GEO’s policies on lobbying activities and political contributions; the oversight of these policies and activities by the Nominating and Corporate Governance Committee of the Board of Directors; the employee-funded, non-partisan GEO Political Action Committee; breakdowns of political contributions made during 2021;2022; breakdowns and disclosures of both direct and indirect lobbying expenditures during 2021,2022, including expenditures on government relations consultants for direct lobbying, as well as payments made to trade and membership associations and chambers of commerce, inclusive of the estimated portion of those payments that was used for lobbying purposes; and disclosures of the fact that GEO did not make any payments during 20212022 that were used for grassroots lobbying communications and that GEO is not a member of, and did not make any payments during 20212022 to, any tax-exempt organizations that write or endorse model legislation.

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The Audit and Finance Committee of the board of directors has implemented procedures to ensure that all audit and permitted non-audit services provided to GEO are pre-approved by the Audit and Finance Committee. All of the audit, audit-related and all other services provided by Grant Thornton to GEO in 20212022 and 20202021 were approved by the Audit and Finance Committee pursuant to these procedures. All non-audit services provided in 20212022 and 20202021 were reviewed with the Audit and Finance Committee, which concluded that the provision of such services by Grant Thornton was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Audit and Finance Committee Pre-Approvals of Audit, Audit-Related, Tax and Permissible Non-Audit Services

The Audit and Finance Committee periodically approves the provision of various audit, audit-related, tax and other services by Grant Thornton. The Audit and Finance Committee plans to continue to review and pre-approve such services as appropriate. In addition, the Audit and Finance Committee has delegated to its Chairman the authority to grant, on behalf of the Audit and Finance Committee, the pre-approvals required under the Sarbanes-Oxley Act for the provision by Grant Thornton to GEO of auditing and permissible non-audit services; provided, however, that any decision made by the Chairman with respect to any such pre-approvals must be presented at the next regularly scheduled full Audit and Finance Committee meeting that is held after such decision is made.

All of the services provided by Grant Thornton to GEO in 20212022 and 20202021 were approved by the Audit and Finance Committee pursuant to these procedures. The Audit and Finance Committee will continue to review and pre-approve such services as appropriate.

Performance to determine the performance-based restricted stock payout levels; (iv) calculation of the Accounting Fair Value for performance-based restricted stock awards; (v) a review of the compensation levels of Messrs. Zoley and Gordo in connection with the CEO succession discussed below; (vi) a peer group analysis and review of non-employee director compensation; and (vii)(vi) a review of executive compensation trends and developments.developments; and (vii) recommendations for an updated, non-REIT peer group to be used in the performance-based equity compensation. Other than as described above, Pay Governance was not asked to perform any other services for us in 2021.2022. GEO paid Pay Governance a total of $131,887$118,076 related to its work for the Compensation Committee in 2021.2022.

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.

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,

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Applying these factors to our Company during the previous several years in setting named executive officer compensation, the Compensation Committee considered the following:

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Each of these components is reflected in the Summary Compensation Table and is also discussed in further detail below.

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

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In light of the size and considerable complexity of GEO’s business and the unprecedented industry challenges facing GEO, the Board felt it imperative to retain Dr. Zoley for at leastGood Reason, or as a five-year term as Executive Chairmanresult of the death or Disability of Dr. Zoley (the “Involuntary Termination Date”), GEO shall pay Dr. Zoley a termination payment (the “Termination Payment”) equal to ensure a smooth transition and continuitytwo (2) times the sum of leadership. In addition, unlike(a) Dr. Zoley’s prior employment agreement,Base Salary and (b) the Company reserved the right not to renew Dr. Zoley’s Executive Chairman Agreement (as defined below) without triggering the right to receive additional severance payments after the end of the five-year term.

On May 27, 2021, the Board terminated without cause Dr. Zoley’s employment as Chief Executive Officer, effective as of June 30, 2021 (the “Separation Date”), and entered into a new five-year agreement with Dr. Zoley to serve as Executive Chairman, in a modified role and at a reduced compensation level (the “Executive Chairman Agreement”). Pursuant to the termstarget Bonus. For purposes of the Executive Chairman Agreement, Dr. Zoley will serve as Executive Chairman assisting the new Chief Executive Officer in his transition, among other duties and responsibilities, and report directly to the Board of Directors for“Good Reason” shall exist if (i) there is a term of five years ending on June 30, 2026 and subject to automatic renewals for one-year periods unless either the Company or Dr. Zoley gives written notice at least one year prior to the expiration of the term. Under the terms of the Executive Chairman Agreement, Dr. Zoley will be paid an annual base salary of $1.0 million and will be eligible to receive target annual performance awards equal to 100% of base salary in accordance with the terms of any plan governing senior management performance awards. Dr. Zoley will also be entitled to receive an annual equity incentive award with a grant date fair value equal to 100% of base salary and subject to a time-based vesting schedule of one (1) year from the date of grant. Please see the section below titled, “Dr. Zoley’s Executive Retirement Agreement” for a discussion of the modifications that were made to Dr. Zoley’s retirement agreement in conjunction with the CEO transition.

In connection with Dr. Zoley’s termination without cause, Dr. Zoley was entitled to receive certain contractual payments pursuant to the terms of Dr. Zoley’s prior employment agreement. The Board’s appointment of a new CEO and the corresponding meaningfulmaterial reduction in Dr. Zoley’s compensation and scope ofauthority, duties or responsibilities constituted “Good Reason” underthereunder, including any requirement that Dr. Zoley is required to report to any person or entity other than the Board; (ii) any material reduction to Dr. Zoley’s former employment agreement, entitling him to terminate the agreement and receive 2 years of severance. Stated another way, the Board could not unilaterally implement its desired Succession Plan and modify Dr. Zoley’s role and compensation without paying Dr. Zoley his contractually required severance. The Board’s only other alternative in light of its desire to implement the Succession Plan would have requiredBase Salary, Bonus, Equity Award or Retirement Credit; (iii) GEO to terminate Dr. Zoley’s employment agreement for convenience, pay Dr. Zoley the contractually required two years of severance and allowrequires Dr. Zoley to separatechange the geographic location at which he must perform services under this Agreement more than 50 miles from the Company. The Board strongly believes that losing Dr. Zoley’s managerial expertise and extensive industry experience during a new senior management transition would have been contrary to the best interestslocation at which he was principally employed; or (iv) any material breach of GEO and its shareholders. On balance, taking into account all relevant factors, including the importance of retaining the best senior management leadership possible while also planning for the future, the Board believes that the Company was substantially better served with Dr. Zoley remaining in the active role of Executive Chairman to further a solid transition, notwithstanding GEO’s severance payment to Dr. Zoley.

The Company and Dr. Zoley entered into a Separation and General Releasethis Agreement as of May 27, 2021 (the “Separation Agreement”) to document the contractual payments and benefits Dr. Zoley was entitled to pursuant to his employment agreement as a result of his termination without cause. Specifically, Dr. Zoley received payments in the amount of $5,851,555, less any applicable taxes and withholdings, which represents the sum of two (2) years of Dr. Zoley’s base annualized salary and two (2) times Dr. Zoley’s target bonus under GEO’s Senior Management Performance Award Plan. Dr. Zoley’s restricted stock subject to performance-based vesting at the Separation Date shall continue to vest at such time as the performance goals are metby GEO; provided, however, Good Reason will only exist if Dr. Zoley is still providing services togives GEO under the Executive Chairman Agreement. Dr. Zoley was also paid all accrued dividends on his unvested shares of restricted stock, which are scheduled to vest on March 15, 2022. Lastly, Dr. Zoley is entitled to receive certain executive benefits and fringe benefits for a ten (10) year period as set forth in the Separation Agreement.

GEO is not incurring any additional expense by providing Dr. Zoley the executive benefits or fringe benefits in his capacity as Executive Chairman because he was already receiving the same benefits in his prior role as CEO. The benefits, perquisites and fringe benefits that Dr. Zoley and his covered dependents are entitled to receive for a ten-year period in his new Executive Chairman position are consistent with his prior employment agreement, which also required GEO to provide the same benefits for a 10-year period. As a result, these benefits do not represent any enhancementwritten notice of the “executive benefits” Dr. Zoley and his covered dependents were otherwise entitled to receive under his prior employment agreements dating back to 2004. These applicable benefits and perquisites include group health, dental, life insurance, disability, or other form of executive benefit plan or program of GEO now existing or that may be later adopted by GEO, as well as certain “fringe benefits” as such term is defined in the Separation Agreement. As defined in the Separation Agreement, these fringe benefits include an executive automobile, a designated parking space, useexistence of the corporate jet for 30 hours per year, continuation of club membership fees and dues, and home security cameras and monitoring. These benefits and perquisites have been reported in the Summary Compensation Table of GEO’s proxy statements for Dr. Zoley for all prior years.

Also on May 27, 2021, the Board determined that it was in the best interestsabove referenced event within ninety (90) days of the Companyinitial existence of such event and GEO fails to appoint Jose Gordo as the successor Chief Executive Officerremedy such event within 90 days of the Company, effective as of July 1, 2021, in light of Mr. Gordo’s business experience and background, his long history of working with GEO, his intimate understanding of the Company’s business and his service on the Board of Directors. In connection with his appointment, Mr. Gordo and the Company entered into an Executive Employment Agreement (the “Employment Agreement”) on May 27, 2021 to provide that Mr. Gordo will be employed by the Company for a three-year term beginning July 1, 2021. Unless the Employment Agreement is sooner terminated, or not renewed, it will automatically extend upon the end of its initial term for a rolling three-year term. Pursuant to the terms of the Employment Agreement, Mr. Gordo will serve as Chief Executive Officer and report directly to the Executive Chairman. Either Mr. Gordo or the Company may terminate Mr. Gordo’s employment under the Employment Agreement for any reason upon not less than thirty (30) days writtensuch notice. Under the terms of the Employment Agreement, Mr. Gordo will be paid an annual base salary of $900,000, subject to the review and potential increase within the sole discretion of the Compensation Committee. Mr. Gordo will also be entitled to receive a target annual performance award of 85% of Mr. Gordo’s base salary and will also be entitled to participate in the Company’s stock incentive plan. In connection with his appointment, the Company granted Mr. Gordo an award of 50,000 performance-shares that will vest ratably over a three-year period.

The Board recognizes that under normal circumstances, it is less common for the Executive Chairman of a company to be the highest paid Named Executive Officer.named executive officer. In implementing the Succession Plan, the Board considered that Mr. Gordo has a unique and diverse executive and managerial skillset and brings to GEO extensive and valuable experience in business operations, organizational management and leadership, finance, corporate law, private equity, capital markets transactions, and mergers and acquisitions. However, he does not possess the extensive correctional and government services industry experience that Dr. Zoley has. Dr. Zoley founded GEO approximately 40 years ago, has been GEO’s only prior Chief Executive Officer and is considered one of the founders of the industry GEO operates in. His institutional knowledge and experience are unmatched and would be nearly impossible to replace over the course of the next five years in the judgment of GEO’s Board of Directors. Dr. Zoley has been instrumental in developing GEO into a leading worldwide company in a highly complex, heavily regulated, and often politically impacted industry, involving the provision of support services for secure correctional facilities, immigration processing centers, community reentry centers and programs, and electronic monitoring services.

Considering these factors, and the fact that Dr. Zoley remains heavily involved in guiding and implementing the financial and organizational restructuring of the Company, the Board believed it was imperative to retain Dr. Zoley’s services to ensure a successful CEO succession and determined it was appropriate to initially set Dr. Zoley’s compensation at a higher level than Mr. Gordo’s.Gordo’s with a plan to transition this pay relationship over time. It is the Board’s expectation that as Mr. Gordo gains further

experience in the role of CEO under Dr. Zoley’s guidance and tutelage, over time, his compensation will increase accordingly, and he will become GEO’s highest paid Named Executive Officer.

Pay Governance assistednamed executive officer. For 2022, excluding the Compensation Committee in its reviewimpact of the compensation levels for Messrs. Zoley“Change in Pension Value and Gordo in the context of the CEO transition. Pay Governance reviewed with the Chairman of theNonqualified Deferred Compensation Committee the compensation programs and levels at other companies that had experienced a similar CEO transition and had an Executive Chair position. The Compensation Committee reviewed and evaluated a number of factors in setting the compensation levelsEarnings” for Dr. Zoley as Executive Chairman andreported in the Summary Compensation Table, Mr. Gordo as Chief Executive Officer and these factors included consideration ofwas the tenure and performance of Dr. Zoley as Chief Executive Officer, the expected time commitment and responsibilities of Messrs. Zoley and Gordo, the expected tenure of Dr. Zoley as Executive Chairman, the compensation level and structure for Mr. Gordo as Chief Executive Officer giving due consideration to market practice and the role and responsibilities of each of the Chief Executive Officer and the Executive Chairman.highest paid named executive officer.

In addition to the foregoing, in connection with the Board’s implementation of the Succession Plan appointing Dr. Zoley as Executive Chairman and Jose Gordo as CEO, GEO’s Board also evaluated the overall combined compensation of both Dr. Zoley and Mr. Gordo, and compared their target all-in, combined compensation against the median compensation of just the CEO position for GEO’s peer group of Real Estate Investment Trusts (the “REIT Peer Group”). Based on analysis conducted by Pay Governance, which was engaged by the GEO Compensation Committee, the combined target all-in compensation for Dr. Zoley and Mr. Gordo, of approximately $7.3 million, would be exactly in-line with the median compensation of just the CEO position for the REIT Peer Group. Stated another way, the target all-in compensation GEO pays its top two Named Executive Officers (the Executive Chairman and the CEO) is the same as the median compensation the REIT Peer Group pays to just its top Named Executive Officer (the CEO).

For a full description and a copy of the Executive Chairman Agreement, the Separation Agreement and Mr. Gordo’s Employment Agreement, please see the Form 8-K the Company filed on June 1, 2021.27

For 2021,2022, our Compensation Committee determined it was appropriate to continueincrease the annual base salaries of Messrs. Zoley, Evans, Venturella and NegronBlack by approximately 5%, increase the annual base salary of Mr. Gordo by approximately 8% and increase the annual base salary of Ms. Schlarb at the same levelby approximately 9% as compared to their 20202021 annual base salaries. Please seesalaries following their individual performance assessments reflecting their contributions to the discussion above under “CEO Succession Plan” for a discussionstrong financial and operational performance of the modificationCompany and a review of Dr. Zoley’s baseprojected salary increases in connection with his new role as Executive Chairman and the setting of Mr. Gordo’s base salary in connection with his appointment as the Chief Executive Officer.market.

Annual Cash Incentive Compensation. Annual cash incentive compensation for each of our named executive officers is governed by our Senior Management Performance Award Plan, as Amended and Restated on April 27, 2016 (the “plan”), which was approved by our shareholders at the Company’s 2016 annual meeting of shareholders in accordance with the performance-based compensation exception (“Performance-Based Exception”) under Section 162(m) of the Internal Revenue Code (“Code”). The plan is administered by our Compensation Committee, which has the authority to make all discretionary determinations necessary or appropriate under the plan. The plan is governed by the Compensation Committee and is administered on a day to day basis by the Chief Executive Officer and the Vice President of Human Resources.

Under the plan, each of our named executive officers is eligible to receive annual cash incentive compensation based on our relative achievement of budgeted revenue and net income for the fiscal year. We believe revenue and net income 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 net income. For purposes of the plan, net income means our net income after all federal, state and local taxes. Extraordinary items and changes in accounting principles, as defined by U.S. generally accepted accounting principles, may be disregarded in determining our net income. Non-recurring and unusual items not included or planned for in our annual budget may also be excluded from net income in the sole and absolute discretion of the Compensation Committee. In determining the amount of annual incentive cash compensation awarded, our net income is weighted 65% and our revenue is weighted 35% (collectively, the “Target Weighting of Revenue and Net-Income-After-Tax”).

Awards under the plan are made as follows: (i) targets for budgeted revenue and net income are set at the beginning of each fiscal year; (ii) the 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 plan; and (iii) at the end of the fiscal year, a multiplier set forth in the plan that is based on our relative achievement of budgeted revenue and net income for the fiscal year is applied to each officer’s annual incentive target amount referenced in (ii) above. The multiplier is the same for all named executive officers.

The following table shows, for each named executive officer, the annual incentive target amount as a percentage of salary that the respective officer is eligible to receive under the Amended and Restated Senior Management Performance Award Plan. For 2022, the Compensation Committee determined that based on market changes in executive compensation, it was appropriate to make adjustments to the annual incentive target amount as a percentage of salary for the Chief Executive Officer adjusting the target to 100% from 85%, for the Chief Financial Officer adjusting the target to 80% from 75% and for the Senior Vice Presidents adjusting the target to 75% from 70%. There were no changes to the annual incentive target amount as a percentage of salary for the Executive Chairman which remained at 100% pursuant to the terms of the Executive Chairman Agreement.

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Under the terms of the plan, no amendment to the plan may alter the performance goals, increase the maximum amount which can be awarded to any participant, or change the class of eligible employees.

20212022 Cash Incentive Outcomes

The net income target for 20212022 was set at $111.1$93.0 million, a decrease of $49.7$86 million or 31%48% compared to adjusted net income achieved during 2020.2021. The 2021 performance metric used was based on adjusted net income which reflected adjustments for the change in tax structure from a REIT to a C Corporation. The 2020 performance metric used was based on adjusted net income which reflected adjustments for start-up/transition expenses, goodwill and lease impairment charges related to GEO Care Reentry, COVID-19 expenditures, gain on extinguishment of debt, unbudgeted travel savings and loss on sale of assets. Please see Appendix I for a reconciliation of net income attributable to GEO as reported under GAAP to adjusted net income.

The revenue target for 20212022 was set at $2.25$2.17 billion, a decrease of $102.1$87.0 million or 4% compared to revenue achieved during 2020.2021. The Compensation Committee determined it was appropriate to set the net income targets and revenue targets for 20212022 at a reduced level compared to net income and revenue achieved for 20202021 due to the challenging financial and operational environment in 20212022 associated with the continuation of the impacts from the global COVID-19 pandemic and the impact of the executive order directing the U.S. Attorney General not to renew DOJDepartment of Justice contracts with privately operated criminal detention facilities.

In 2021,2022, the Company achieved adjusted net income performance above the target performance objective and achieved revenue performance above the target performance objective. The Company believes its strong performance for 2022 is the result of the Company’s multiyear diversification strategy, which has allowed the Company to establish industry-leading positions across the whole spectrum of correctional, detention and community-based services.

Based on these results, the following annual incentive amounts were awarded to the named executive officers for fiscal year 20212022 performance:

20212022 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.

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Specifically, the performance targets for the 20212022 performance-based restricted stock grants are:

The threshold required for payment under the return on capital employed (“ROCE”) metric is set at +1% of our weighted average cost of capital (“WACC”) over the three-year measurement period to ensure that payments only occur during periods of positive returns. The WACC is a product of the cost of our capital over the performance period and will not be known until the performance period has concluded. Additionally, if the current trend of higher interest rates continues, it is likely to require higher levels of net income to achieve the same historical level of ROCE due to increases in the cost of capital.

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 S&P 600 companies in the Commercial & Professional Services GICS code.

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Committee by Pay Governance and management, the Compensation Committee approved the vesting of the performance-based restricted stock in the amounts provided below:

20222023 Compensation Actions

Base Salary

For 2022,2023, our Compensation Committee determined it was appropriate to increase the annual base salaries of Messrs. Zoley, Gordo, Evans, Venturella and NegronBlack by approximately 5% and increase the annual base salary of Ms. Schlarb by 9%3% as compared to their 20212022 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. Ms. Schlarb retired effective January 31, 2023. This level of base salary increase is consistent with increases and the salary budget for the broad-based, non-union employee population.

Annual Cash Incentive Opportunities

The annual cash incentive compensation for fiscal year 20222023 performance will be determined under the Senior Management Performance Award Plan consistent with the methodology used in 20212022 based on the budgeted net income and budgeted revenue 20222023 performance goals set by the Compensation Committee. There were no changes to the individual target percentages of any of the NEOs.

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Pursuant to the Executive Chairman Agreement, Dr. Zoley received a grant of 173,612 shares of restricted stock on March 1, 2022 with a grant date fair value equal to 100% of his base salary that vest on the one-year anniversary of the grant date.

Senior Officer Retirement Plan

Subsequent to December 31, 2021, the Company agreed that the number of years of service Dr. Schlarb will be credited with for purposes of calculating her retirement benefits under the Senior Officer Retirement Plan shall include her services at B.I. prior to the acquisition of B.I. by GEO. As a result of such agreement, upon her retirement, Dr. Schlarb will be entitled to receive a retirement benefit of $10,000 per month. The information that will be presented in the Pension Benefits Table in the proxy statement for the 2023 annual meeting of shareholders will reflect this agreement.

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: (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 2021,2022, Dr. Zoley was allotted thirty (30) hours of personal use of the corporate aircraft. For 2021,aircraft, Mr. Gordo was allotted ten (10) hours of personal use of the Board authorized the allotment ofcorporate aircraft and Mr. Evans was allotted five (5) hours of personal use of the corporate aircraft for Mr. Evans.aircraft.

Dr. Zoley’s Executive Retirement Agreement

The Company and Dr. Zoley entered into on May 27, 2021 an Amended and Restated Executive Retirement Agreement (the “2021 Amended and Restated Retirement Agreement”) effective as of July 1, 2021, which replaced the 2020 Amended and Restated Retirement Agreement discussed below. Pursuant to the terms of the 2021 Amended and Restated Retirement Agreement, upon the date that Dr. Zoley ceases to provide services to the Company, the Company will pay to Dr. Zoley an amount equal to $3,600,000 which shall be paid in cash (the “2021 Grandfathered Payment”). The value of $3,600,000 was determined based on the approximate value of the closing price per share prior to the 2021 Amended and Restated Retirement Agreement. The payment shall be credited with interest at a rate of 5% compounded quarterly (the “Grandfathered Earnings Account”). Additionally, at the end of each calendar year provided that Dr. Zoley is still providing services to the Company pursuant to the Executive Chairman Agreement, the Company will credit an amount equal to $1,000,000 at the end of each calendar year (the “Employment Contributions Account”). The Employment Contributions Account will be credited with interest at the rate of 5% compounded quarterly. Upon the date that Dr. Zoley ceases to provide services to the Company, the Company will pay Dr. Zoley in one lump sum cash payment each of the 2021 Grandfathered Payment, the Grandfathered Earnings Account and the Employment Contributions Account subject to the six-month delay provided in the 2021 Amended and Restated Retirement Agreement.

The Compensation Committee believed the modifications to Dr. Zoley’s retirement agreement reflected in the 2021 Amended and Restated Retirement Agreement were appropriate for a number of reasons. Dr. Zoley’s retirement benefit, including the Grandfathered Earnings Account and Employment Contributions Account, is one element of Dr. Zoley’s total compensation and was considered by the Compensation Committee as being a component of his total compensation package. Based on an analysis conducted by Pay Governance, which was

engaged by GEO’s Compensation Committee, the combined all-in compensation for Dr. Zoley and Mr. Gordo, of approximately $7.3 million, would be exactly in-line with the average compensation of just the CEO position for the REIT Peer Group. This analysis of the combined all-in compensation for Dr. Zoley and Mr. Gordo included Dr. Zoley’s new annual retirement benefit. While the Compensation Committee could have paid Dr. Zoley such additional compensation on an annual basis, the Compensation Committee believed it was mutually beneficial for both parties for this compensation to be paid on a deferred basis. Pursuant to the terms of his 2020 Amended and Restated Retirement Agreement, Dr. Zoley would have been entitled to receive a lump sum payment of his retirement benefit in the form of the total shares in his retirement account upon the termination of his prior employment agreement. Lastly, Dr. Zoley’s Amended and Restated Retirement Agreement provides that the Company shall promptly establish one or more rabbi trusts for the purpose of paying the retirement benefits. The amount of money that shall be deposited in the rabbi trusts for purposes of paying the retirement benefits in the future will be considered an asset of the rabbi trusts and such assets are subject to the claims of the Company’s creditors in the event of the Company’s insolvency. As a result, this element of Dr. Zoley’s compensation should be viewed as at-risk compensation.

For a full description and a copy of the 2021 Amended and Restated Retirement Agreement, please see the Form 8-K the Company filed on June 1, 2021.

Senior Officer Retirement Plan. Messrs. Gordo, Evans Venturella and NegronBlack and Ms. Schlarb currently participateparticipated during 2022 in our senior officer retirement plan, which is offered to our senior officers. Ms. Schlarb retired effective January 31, 2023. 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

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When considering the marketplace, particular emphasis is placed upon compensation packages available at a comparable group of peer companies.

In 2020 and 2021,2022, 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,

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the advisory vote on our executive compensation (referred to as the “say-on-pay” vote) and incorporates such results as one of many factors considered in connection with the discharge of its responsibilities.

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