David Donahue
About David Donahue
J. David Donahue, age 65, became Chief Executive Officer of The GEO Group effective January 1, 2025, after more than 40 years in corrections and detention, including senior operational leadership at state systems and the Federal Bureau of Prisons . He holds a B.S. in Police Administration from Eastern Kentucky University and completed graduate coursework at Spalding University; he previously oversaw operations for 24 GEO facilities totaling 31,000 beds as Eastern Regional VP and later served as Senior Vice President and President, GEO Corrections and Detention . Recent company performance context: 2024 revenue was $2.42 billion, Adjusted EBITDA $463.5 million, and Net Income attributable to GEO $32.0 million, while GEO’s stock rose from $10.76 on Jan 2, 2024 to $27.98 on Dec 31, 2024 . For the 2022–2024 equity cycle, GEO’s TSR was 272.8% (100th percentile vs peers), with ROCE of 14.0%, resulting in 200% vesting on both metrics for covered executives; these metrics inform the design of Donahue’s performance-based equity awards going forward .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The GEO Group | Eastern Regional Vice President | 2009–2016 | Operational oversight of 24 facilities and ~31,000 beds; activation and planning leadership . |
| The GEO Group | Senior Vice President and President, GEO Corrections & Detention | Jan 2016–Jul 2020 | Led core secure services operations across GEO’s U.S. footprint . |
| The GEO Group | Consultant | Jul 2020–Jul 2023 | Advisory support on operations and transition initiatives . |
| Indiana Department of Correction | Commissioner | 2005–2008 | Led 9,000+ employees; supervised ~39,000 offenders and 3,000 juveniles; oversaw community supervision . |
| Kentucky Department of Corrections | Deputy Commissioner | Not disclosed | Directed administrative policy and division leaders (training, industries, IT) . |
| Federal Bureau of Prisons | Multiple roles (Correctional Officer → Warden) | Not disclosed | Progressive leadership roles culminating in facility-level executive management . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Correctional Association (ACA) | Vice President; ACA-Certified Corrections Executive | Not disclosed | National standards and accreditation leadership; professional recognition in corrections . |
Fixed Compensation
| Component | 2025 Detail |
|---|---|
| Base Salary | $1,000,000 . |
| Target Annual Bonus | 100% of base salary under Senior Management Performance Award Plan . |
Performance Compensation
| Annual Cash Incentive Plan | Metric Weighting | Threshold (Performance/Payout) | Target (Performance/Payout) | Maximum (Performance/Payout) |
|---|---|---|---|---|
| Adjusted EBITDA | 65% | 90% / 50% | 100% / 100% | 110% / 200% |
| Adjusted Revenue | 35% | 90% / 50% | 100% / 100% | 110% / 200% |
| FY 2024 Outcomes (Plan Mechanics Context) | Weighting | Target ($MM) | Actual ($MM) | Actual vs Target | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted EBITDA | 65% | 483.9 | 463.5 | 95.8% | 91.6% |
| Adjusted Revenue | 35% | 2,425.0 | 2,426.3 | 100.1% | 100.3% |
| Weighted Payout | — | — | — | — | 94.7% |
| Long-Term Equity Incentive (LTIP) | Metric Weighting | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|---|
| Relative TSR | 50% | P30 | P50 | P90 | 30% / 100% / 200%; capped at 100% if absolute TSR negative . |
| ROCE | 50% | ≥ WACC + 1% | 9% | 12% | 30% / 100% / 200% . |
- 2025 LTIP structure change: senior management awards now 50% time-based (vesting over three years) and 50% performance-based (TSR and ROCE); performance cap reduced to 180% from 200% .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO required to hold GEO equity equal to at least 6x base salary; executives and directors have 5 years from appointment to comply . Donahue, appointed Jan 1, 2025, has up to five years to meet CEO ownership guidelines .
- Anti-hedging/pledging: Hedging and short sales prohibited; pledging or margin accounts require a waiver from the CEO or Compensation Committee chair; a waiver was granted to former CEO Brian Evans; no waiver disclosure for Donahue .
- Options: GEO has not granted stock options to executive officers since 2011; current practice emphasizes restricted stock and performance-based equity .
Employment Terms
| Term | Detail |
|---|---|
| Effective Date and Term | CEO effective Jan 1, 2025; initial 2-year term; may extend annually by mutual agreement . |
| Base Pay, Bonus, Equity | $1,000,000 base; target annual bonus 100% of base; annual restricted stock award at least 100% of base with performance vesting per equity plan . |
| Severance (without Cause / Good Reason / Death / Disability) | Cash severance equal to 1x base salary, paid in 12 monthly installments; contingent on release . |
| Benefits Continuation | Executive and covered dependents receive Executive Benefits for 18 months post-separation; continuation extends to dependents upon death within the period . |
| Equity Treatment at Separation | Unvested stock options and restricted stock vest immediately; performance-based restricted shares vest only upon Compensation Committee certification of goals . |
| Automobile Provision | Company transfers interest in executive automobile and pays balance to deliver outright ownership upon separation; tax treatment per W-2 . |
| Non-Compete / Non-Solicit | Prohibits competitive employment and solicitation during employment and for 3 years post-separation; tailored to protect trade secrets and client relationships . |
| Retirement Plan Interaction | Rights under GEO’s Senior Officer Retirement Plan unaffected; Donahue’s prior retirement benefits (from his 2020 retirement) are suspended during CEO service . |
| Clawback Policy | Compliant with SEC/NYSE; recovers excess incentive compensation after material restatement for current/former executive officers . |
| Dispute Resolution / 409A | Arbitration permitted in West Palm Beach, FL; comprehensive 409A compliance provisions, including six-month delay for specified employees and Company indemnification if 409A failure causes taxation . |
Investment Implications
- Donahue’s cash incentive structure (65% Adjusted EBITDA, 35% revenue) and 100% target bonus tie pay directly to core financial levers investors monitor, with clear threshold/target/max mechanics; 2024 outcomes show disciplined payouts tied to performance (94.7% of target) .
- LTIP design links half of equity to three-year TSR vs S&P 600 Commercial & Professional Services peers and ROCE with positive-return threshold; 2025 shift to 50% time-based equity reduces payout volatility, modestly increases guaranteed equity, and may strengthen retention but dilutes pure pay-for-performance vs prior 100% performance-based mix (cap reduced to 180%) .
- Severance economics are moderate (1x salary, 18 months benefits) with immediate vesting on separation subject to performance certification, limiting change-of-control overhang while potentially accelerating equity settlement at departure; robust non-compete (3 years) mitigates transition risk .
- Governance and alignment signals are strong: anti-hedging/pledging policy, clawback framework, and stringent ownership guidelines (6x salary for CEO, 5-year compliance window); say-on-pay approval was ~95% in 2024, indicating shareholder support for the compensation program underpinning Donahue’s incentives .
- Operational pedigree across state and federal systems plus prior GEO leadership aligns with GEO’s growth pivot to expanded ICE services; recent company metrics (2024 revenue/EBITDA, TSR pre-CEO tenure) suggest a performance backdrop supportive of incentive attainment, though future payouts hinge on sustaining ROCE and relative TSR under the amended LTIP .