Donna Arduin
About Donna Arduin
Donna Arduin (listed in GEO’s proxy as Donna Arduin Kauranen) is an independent director of The GEO Group, appointed in June 2024 (age 61). She is President of Arduin, Laffer & Moore Econometrics (since 2005) and has served as Policy Advisor to the Alaska Legislature since 2023; she holds a B.A. in Economics/Public Policy from Duke University . She is designated an Audit Committee financial expert and, after the 2025 annual meeting, will chair the Audit and Finance Committee; she currently chairs the Corporate Planning Committee .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Arduin, Laffer & Moore Econometrics LLC | President | 2005–present | Senior executive with 30+ years’ finance/public policy experience |
| Alaska Legislature | Policy Advisor | 2023–present | State policy and budget advisory |
| Alaska Office of Management & Budget | Advisor to OMB Director | 2019 | State finance/budget advisory |
| State Governments (FL, CA, IL, MT) | Advisor on transition/finance/budget | Various; most recent MT transition 2020 | Advised governors on finance/transition matters |
External Roles
| Organization | Position | Committee Roles | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | GEO’s proxy lists no other public company boards for Ms. Arduin |
| Alaska Legislature | Policy Advisor | — | Ongoing advisory role (not a corporate board) |
Board Governance
- Independence and financial expertise: Ms. Arduin serves on GEO’s Audit and Finance Committee, whose members are all independent under NYSE/Exchange Act rules; the Board has determined she qualifies as an “audit committee financial expert” .
- Committee assignments (current): Audit and Finance (member; Chair post-AGM), Nominating and Corporate Governance (member), Executive (member), Corporate Planning (Chair), Cyber Security & Environmental Oversight (member), Independent Committee (member) .
- Board attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Lead independent director and executive sessions: Jack Brewer serves as Lead Independent Director; non-employee directors meet in executive session at least twice per year .
- Board structure: Seven nominees for 2025 (six independent plus Executive Chairman); Ms. Arduin was appointed June 2024 and nominated for re‑election .
Fixed Compensation
| Pay Element | 2024 Amount/Program | 2025 Program | Notes |
|---|---|---|---|
| Board Cash Retainer | $85,000 program level | $100,000 program level | Program terms set annually by Comp Committee |
| Equity Retainer (restricted stock) | $135,000 program level | $150,000 program level | Time‑based RS; no options to directors in 2024 |
| Committee Chair Retainers | Audit $25k; Comp $20k; Others $15k | Same (not changed in 2025 disclosure) | Lead Independent Director: +$30k |
| Committee Member Retainers | Audit $15k; Comp $10k; Others $7.5k | Same (not changed in 2025 disclosure) | No meeting fees |
| Director Pay Caps | Lead Dir $350k; Others $300k (2024) | Lead Dir $375k; Others $350k (2025) | 2024 one‑time $20k conference payment caused cap exceedance for two directors (Board approved) |
| Ms. Arduin – 2024 Actual | Cash fees: $83,750; Stock awards: $0; Total: $83,750 | 2025 program entitles directors to $100k cash + $150k equity (if serving the full cycle) | Appointed June 2024; did not receive the March 2024 equity grant |
Performance Compensation
- Directors do not participate in performance-based incentive plans. Annual director equity is time‑based restricted stock (no options in 2024) to align with long-term shareholder value; no director performance metrics apply .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Arduin in GEO’s proxy |
| Interlocks/related parties | No related-party transactions disclosed for Ms. Arduin; 2024 related-party disclosures involved other individuals/entities (e.g., Guidepost/BI, family members of other executives) and were reviewed/approved by the Audit & Finance Committee |
Expertise & Qualifications
- Finance and public policy: 30+ years advising state governments on transition, finance, and budgets (FL, CA, IL, MT; AK OMB) .
- Governance and audit oversight: Designated as an “audit committee financial expert”; slated to chair Audit & Finance Committee post‑AGM 2025 .
- Education: B.A. in Economics/Public Policy, Duke University .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 5,719 shares | Listed in beneficial ownership table |
| Vested vs. unvested | 5,719 unvested restricted shares with voting rights | As disclosed in footnote (unvested with voting rights) |
| % of shares outstanding | <1% (approx. 0.004% based on 142,836,395 shares outstanding) | GEO outstanding shares as of Mar 10, 2025: 142,836,395 |
| Pledged shares | None disclosed for Ms. Arduin (policy generally prohibits pledging absent waiver; a waiver was granted to a different executive) | |
| Director ownership guideline | Must hold ≥3x annual cash retainer in GEO equity within 5 years of appointment | |
| Compliance status | New appointee (June 2024); within 5‑year window to meet guideline |
Governance Assessment
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Strengths and positive signals
- Elevated audit oversight: Chairing Audit & Finance post‑AGM and designated as an audit committee financial expert — favorable for financial reporting and risk oversight in a complex, highly scrutinized business .
- Broad committee footprint: Chairs Corporate Planning and serves on Audit, Nominating & Governance, Executive, Cyber/Environmental, and Independent committees — indicates high engagement and influence on risk, strategy, and governance .
- Independence and process: Audit, Compensation, and Nominating committees are fully independent; Board conducts annual self-assessments and engages directly with shareholders, supporting governance rigor .
- Shareholder alignment: Formal prohibition of hedging and pledging (limited waiver process), stock ownership guidelines for directors (3x retainer within five years) .
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Watch items and potential red flags
- 2024 equity alignment gap: Ms. Arduin did not receive the March 2024 director equity grant given her June 2024 appointment; cash-only compensation in 2024 may temporarily reduce equity alignment until 2025’s standard equity retainer cycles through .
- Director pay flexibility: Board-approved one-time discretionary payments in 2024 caused cap exceedance for two directors (not specified as Ms. Arduin); discretion is modest but should be monitored for precedent effects on director pay discipline .
- Related-party environment: While no items involve Ms. Arduin, GEO’s 2024 related-party relationships (involving others) reinforce the importance of strong Audit Committee oversight, which she will lead .
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Context for investors
- Say-on-pay support remained strong at ~95% in 2024, indicating broad shareholder support for GEO’s compensation framework (including governance structures that directors oversee) .
- Lead Independent Director role and regular executive sessions provide structural counterweights to Executive Chairman leadership, enhancing independent oversight .