Donald Houston
About Donald Houston
Donald Houston (age 72) serves as Senior Vice President, Health Services at The GEO Group. He rejoined GEO in 2023 as EVP, Health Services and was promoted to SVP in June 2024. He has 30+ years of corrections and healthcare leadership, including senior roles at Wellpath (Chief of Staff; President, State & Federal; President, International), Correction Care Solutions (President, State & Federal), Correctional Health Care Companies (COO), and Physician Network Association (President), plus earlier GEO operations leadership and Texas Department of Criminal Justice service. He holds a B.A. in Kinesiology and Russian from Sam Houston State University . Corporate performance under current incentive frameworks includes FY2024 revenue of $2.42B and Adjusted EBITDA of $463.5M, and a three‑year TSR (2022–2024) of 272.8% with ROCE of 14.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wellpath | Chief of Staff; President, State & Federal; President, International | 2017–Oct 2022 | Led multi‑segment operations for a major corrections health provider; cross-functional leadership in medical and mental health services |
| Correction Care Solutions | President, State & Federal | 2014–2016 | Oversaw state and federal correctional healthcare operations |
| Correctional Health Care Companies | Chief Operating Officer | 2012–2014 | Enterprise operational leadership in corrections healthcare |
| Physician Network Association | President | 2010–2011 | Regional corrections healthcare leadership |
| The GEO Group / The Wackenhut Corporation | Warden; Director of Operations; VP Programs; VP Adult Institutions; Senior Regional VP | 1992–2009 | Progressive GEO operations leadership across institutions and regions |
| Texas Department of Criminal Justice | Supervisor, Diagnostic & Evaluation | 1984–1991 | State corrections intake and evaluation oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wellpath | Consultant | 2022–2023 | Advisory role on healthcare operations following senior leadership tenure |
Fixed Compensation
- Base salary not disclosed for Houston. Executive employment agreements and detailed salary terms in the proxy cover named executive officers (NEOs), not all SVPs .
Performance Compensation
| Component | Metric | Weighting | Target Definition | Payout Curve | FY2023 Outcome | FY2024 Outcome |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (Senior Management Performance Award Plan) | Adjusted EBITDA | 65% | Company budget set annually | 90% of target → 50%; 100% → 100%; 110% → 200% | Target $520.0M; Actual $507.2M (97.5%); component payout 88% | Target $483.9M; Actual $463.5M (95.8%); component payout 91.6% |
| Annual Cash Incentive | Revenue | 35% | Company budget set annually | Same curve as above | Target $2,370.7M; Actual $2,413.2M (101.8%); component payout 118% | Target $2,425.0M; Actual $2,426.3M (100.1%); component payout 100.3% |
| Company‑wide Weighted Payout Factor | Combined | — | Weighted average of the two components | — | 98.3% | 94.7% |
| Individual Target % of Salary (role-based) | SVPs | — | Plan target by role | — | 75% of base salary for SVPs (plan design) | 75% of base salary for SVPs (plan design) |
Notes:
- Plan metrics and payout curves apply to senior management participants; Houston’s individual base salary and realized bonus amounts are not disclosed. The SVP annual incentive target is 75% of base salary per plan .
Long-Term Equity Incentives
- 2024: NEOs received 100% performance-based restricted stock (50% Relative TSR vs S&P 600 Commercial & Professional Services; 50% ROCE). Relative TSR payouts capped at 100% if absolute TSR is negative over the 3-year period .
- 2025 LTIP modification (senior management): 50% time-based RS (three-year vest), 50% performance-based RS (TSR and ROCE, max payout reduced to 180% from 200%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of initial Section 16 filing) | 12,806 shares of restricted stock (direct) |
| Filing date | Form 3 filed June 13, 2024; event date June 3, 2024 |
| Ownership as % of shares outstanding | ~0.01% of 126,899,232 shares outstanding as of March 11, 2024 (12,806 / 126,899,232) |
| Vested vs unvested breakdown | Not disclosed for Houston (Form 3 indicates restricted stock; vesting schedule unspecified) |
| Shares pledged as collateral | No pledging disclosed for Houston; company policy prohibits hedging and pledging without a waiver; a waiver was granted to the former CEO (Evans) as noted in proxy footnote |
| Stock ownership guidelines | CEO: 6x salary; other executive officers: 3x salary; compliance required within 5 years of appointment |
| Clawback policy | Adopted Oct 2023; recovery of excess incentive-based compensation after restatements per SEC/NYSE rules |
Insider trading activity:
- No Form 4 transactions for Houston were identified in our search window; only the initial Form 3 was located, suggesting limited reported trading to date .
Employment Terms
- Role and tenure: Rejoined GEO in 2023; promoted to SVP, Health Services in June 2024 .
- Contract specifics: No executive employment agreement or severance/change‑in‑control terms are disclosed for Houston in the proxy. Comparable terms for certain other executives include two years of base salary severance, benefit continuation, immediate vesting with performance certification, and a three‑year non‑compete; however, Houston’s terms are not stated and should not be inferred .
Performance & Track Record
- Three‑year TSR and ROCE achieved under the plan framework (company level): TSR 272.8% and ROCE 14.0% for 2022–2024, producing maximum (200%) payouts for those cycles in NEO awards .
- FY2024 operating performance: Revenue $2.42B; Adjusted EBITDA $463.5M; management highlighted extensive contract renewals and audits across Secure and Reentry Services .
Compensation Structure Analysis
- Pay‑for‑performance emphasis: Annual incentives primarily tied to Adjusted EBITDA (65%) and revenue (35%) with symmetric payout curves; long‑term incentives use TSR and ROCE, with explicit governor limiting payouts when absolute TSR is negative .
- 2025 shift in LTIP mix: Introduction of 50% time‑based RS could lower performance sensitivity for senior management vs. prior 100% performance‑based structure; max payout reduced to 180% .
- Governance and shareholder feedback: Say‑on‑pay support increased to ~95% in 2024 after metric refinements and leadership transition clarity .
Investment Implications
- Alignment: Houston’s disclosed ownership is modest (~0.01%), but executive ownership guidelines (3x salary for non‑CEO executives) and performance‑weighted incentives support alignment; monitor progress towards guideline compliance over the five‑year window .
- Vesting/supply: The 2025 LTIP adds a time‑based component vesting over three years, potentially increasing predictable share supply from senior management; Houston’s specific grant amounts remain undisclosed, so watch future Form 4s and proxy grants to size impact .
- Retention risk: Absence of disclosed individual severance/non‑compete terms for Houston limits visibility; peer executives’ agreements include multi‑year non‑competes and severance that reduce turnover risk—track any 8‑K Item 5.02 filings for Houston to assess protections .
- Trading signals: Company‑wide annual incentive factor moderated from 98.3% (2023) to 94.7% (2024), reflecting EBITDA underperformance and slight revenue outperformance; continued discipline on Adjusted EBITDA will influence incentive realization and insider selling propensity tied to vesting events .