George Zoley
About George Zoley
George C. Zoley, 75, is Executive Chairman and Founder of The GEO Group. He founded the company in 1984; served as President/Director since incorporation in 1988; CEO from IPO in 1994 through June 2021; Vice Chairman & CEO (1997–2002); Chairman of the Board since 2002; and Executive Chairman effective July 1, 2021 . He holds BA/MA in Public Administration (FAU) and a Doctorate in Public Administration (Nova Southeastern University) and previously chaired FAU’s Board of Trustees; recipient of the Ellis Island Medal of Honor (2002) . GEO reported FY2024 revenue of $2.424B, Adjusted EBITDA of $463.5M, Net Income attributable to GEO of $32.0M, and a stock price that rose from $10.76 (Jan 2, 2024) to $27.98 (Dec 31, 2024). Pay Governance determined GEO’s 2022–2024 TSR of 272.8% (100th percentile vs S&P 600 Commercial & Professional Services) and ROCE of 14.0% (200% payout on both metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The GEO Group | Founder; President/Director (since 1988) | 1984–present | Built diversified corrections, detention, reentry, EM, rehab services; remains key to business development |
| The GEO Group | CEO (IPO → June 2021); Vice Chairman & CEO (1997–2002) | 1994–2021 | Led public-market growth; industry pioneer |
| The GEO Group | Chairman of the Board | 2002–present | Board leadership continuity |
| The GEO Group | Executive Chairman | 2021–present | Executive leadership, succession support, customer relationships |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Florida Atlantic University | Trustee; Chair (prior service) | ~7 years | Higher-ed governance; regional network |
| Various GEO subsidiaries | Director | Ongoing | International/segment oversight |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,050,000 | 1,081,500 | 1,113,945 |
| All Other Compensation ($) | 112,596 (aircraft $74,300; club dues $31,500; life insurance $4,191; security $2,605) | 157,771 (aircraft $130,191; club dues $23,389; life insurance $4,191) | 106,835 (aircraft $53,214; club dues $43,387; life insurance $4,567; auto allowance $5,667) |
| Time-based Restricted Stock Grants (shares) | — | — | 92,138 (vest 1 year; grant value $1,113,948) |
2025 actions: Compensation Committee approved LTIP changes to 50% time-based and 50% performance-based equity for senior management; Zoley continues to receive time-based restricted stock per his Executive Chairman Agreement . On March 3, 2025 Zoley received 257,862 RS (including a one-time 207,862 “special recognition” grant plus 50,000 annual award), vesting in one year; grant-date value $6,763,720 at $26.23/share . A July 2025 8-K amended his agreement to extend the term to April 2, 2029 and increase target bonus and target stock award from 100% to 150% of base salary .
Performance Compensation
| Element | Weighting | Target | Actual | Payout Factor | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (2024) | 65% | $483.9M | $463.5M | 91.6% | Annual cash (Performance Award Plan) |
| Adjusted Revenue (2024) | 35% | $2,425.0M | $2,426.3M | 100.3% | Annual cash (Performance Award Plan) |
| Weighted Payout | — | — | — | 94.7% | — |
| Executive | Target Bonus ($) | Corporate Factor | Actual Bonus Paid ($) |
|---|---|---|---|
| George C. Zoley | 1,113,945 | 94.65% | 1,054,349 |
Performance equity metrics (for NEOs; Zoley receives time-based under his agreement): 50% Relative TSR (P30/50/90 → 30%/100%/200% payouts; governor caps at 100% if absolute TSR negative), 50% ROCE (+1% of WACC threshold; 9% target; 12% max), 3-year performance period; 2022–2024 cycle paid at 200% on both metrics for eligible NEOs .
Say-on-Pay: 95% approval at 2024 AGM .
Equity Ownership & Alignment
| Ownership Metric | 12/31/2024 | 03/10/2025 | 03/03/2025 (Form 4) | Aug–Sep 2025 (Form 4) |
|---|---|---|---|---|
| Beneficial ownership (shares) | — | 4,369,497 | — | — |
| % of shares outstanding | — | 3.1% (out of 142,836,395) | — | — |
| Unvested RS with voting rights | 92,138 | 257,862 | 257,862 granted; 36,257 withheld for taxes at $26.23 | Multiple open-market sales; e.g., 61,053 shares at $21.02 (Sep 4, 2025); additional sales Aug 18–28, 2025 in 10–72K lots |
| Options (exercisable/unexercisable) | None | — | — | — |
| Ownership guidelines | Execs must hold ≥3x salary; CEO 6x; Directors 3x cash retainer; all execs/directors compliant or within time allowed | — | — | — |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent waiver; no waiver disclosed for Zoley | — | — | — |
Notes: 2025 award and tax withholding disclosed via Form 4 (Mar 5, 2025). Subsequent sales in Aug–Sep 2025 were reported on Form 4; issuer disclosure indicates certain transactions connected to pre-arranged estate planning .
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Chairman Agreement (initially May 27, 2021; effective Jul 1, 2021) | 5-year term ending Jun 30, 2026 with automatic one-year renewals; base salary $1.0M; target annual performance award = 100% of base; annual time-based RS grant = 100% of base (1-year vest); full benefits/perqs |
| Severance/termination | If terminated without cause, for good reason, or due to death/disability: 2x (salary + target bonus); full vesting of unvested equity; executive benefits continue for 10 years post-termination; “Good Reason” includes material reduction in authority/comp, relocation >50 miles, or material breach (with cure periods) |
| Non-compete & confidentiality | Non-compete runs for 3 years post-termination; standard confidentiality/work product provisions |
| Retirement Agreement | 2021 Amended and Restated Retirement Agreement establishes a $3.6M “Grandfathered Payment” plus 5% interest compounded quarterly and annual $1M Employment Contributions (also 5% compounded quarterly; described as ~22% annually), lump-sum payable post-service; balance was $12.6M at Dec 31, 2024 |
| 2025 Amendment (8-K) | Term extended to Apr 2, 2029; target bonus and target stock award increased from 100% to 150% of base salary (approved Jul 3, 2025; executed Jul 7, 2025) |
Change-in-control: Employment agreements do not provide standalone CIC payments; severance applies only if termination without cause/for good reason occurs in connection with a CIC (double-trigger) .
Board Governance
- Structure: Separate Executive Chairman (Zoley) and CEO roles; Lead Independent Director (Jack Brewer) coordinates agendas and executive sessions; board reviews leadership appropriateness periodically .
- Independence: Majority independent directors; independent members listed; Zoley as Executive Chairman is not independent .
- Committees: Zoley chairs the Executive Committee and serves on it; extensive committee architecture across audit/finance, compensation, nominating, operations, human rights, cybersecurity, legal, health services, etc. Current roster and chairs disclosed (Ms. Kauranen designated incoming Audit Chair post-AGM) .
- Attendance: Board held 9 meetings in FY2024; each director attended ≥75% of board and committee meetings; directors attended 2024 AGM; executive sessions held at least twice per year under the Lead Independent Director .
Director compensation: Zoley does not receive separate director pay or Executive Committee fees; non-employee director program comprises cash retainer, chair/member stipends, and RS grants; 2025 retainer increased to $100,000 and equity grant target to $150,000 .
Compensation Structure Analysis
- Pay mix and metrics: Annual cash tied to Adjusted EBITDA (65%) and revenue (35%) with straight-line payouts; long-term incentives heavily performance-based for NEOs (TSR/ROCE) with three-year horizons; Zoley’s equity is time-based under his agreement, but a large one-time special recognition award (207,862 shares) was granted for performance and expanded responsibilities .
- 2025 LTIP change: Senior management shifted to 50% time-based and 50% performance-based stock; maximum performance payout reduced from 200% to 180%—lower upside, higher certainty (risk profile shift) .
- Clawback and risk: 2023 clawback policy adopted per SEC/NYSE; anti-hedging; pledging restrictions (waiver possible) .
- Peer group: Compensation benchmark peers include CoreCivic, Brinks, Stericycle, Surgery Partners, UniFirst, etc.; Pay Governance independence affirmed; fees paid $142,279 in 2024 .
Related Party Transactions
- Family members employed: David Meehan (son-in-law) $599,667; Chris Zoley (son) $169,179; Rachel Ann Kienzler (spouse of former SVP James Black) $191,372; Shawn Henry (son-in-law of COO Calabrese) $187,878—reviewed/approved by Audit & Finance Committee .
- Consulting: Guidepost (CEO Julie Myers Wood’s employer) retained by GEO subsidiary (B.I. Incorporated); $180,000 in 2024; under 2% of Guidepost revenue; contract extended through 2025 .
Risk Indicators & Red Flags
- Governance: Dual-role Executive Chairman + Committee chair (Executive Committee) elevates influence; majority independent board and Lead Independent Director mitigants in place .
- Pay actions: 2025 one-time special equity award and increase of target bonus/stock award to 150% may raise pay escalation/inflation concerns; offset by strong TSR/ROCE history and say-on-pay support (95%) .
- Insider activity: Significant RS grant and tax-withholding in Mar 2025; multiple open-market sales Aug–Sep 2025 (issuer statements suggest pre-arranged estate planning) — potential near-term selling pressure .
- Compliance: Late Section 16 filing noted for an unrelated director; not for Zoley .
Employment & Contracts (Retention Risk)
| Item | Detail |
|---|---|
| Start in Executive Chairman role | July 1, 2021 |
| Current term | Extended to April 2, 2029 (8-K) |
| Severance multiple | 2x salary + target bonus on qualified termination; full vesting; 10-year benefits continuation |
| Non-compete | 3 years post-termination |
Director Service and Dual-Role Implications
- Service history: Director since 1988; Chairman since 2002; Executive Chairman since 2021 .
- Committees: Chairs Executive Committee; no separate director compensation .
- Independence: Board majority independent; Zoley not independent as an executive; Lead Independent Director and multiple independent committees provide oversight .
- Implications: Executive Chair role concentrates agenda-setting and strategic oversight; mitigated by lead independent director and independent committee structure; advisory say-on-pay support high (95%) .
Performance & Track Record
- FY2024 operational and financial highlights: Renewed numerous federal contracts; 6.8M hours of rehabilitation programming; 60k program completions; 3,100 GEDs; logistics and transport milestones .
- Capital actions: Refinanced ~$1.5B of debt; new $1.275B notes, $450M Term Loan B, and $310M revolver; reduced net recourse debt by >$700M since 2020 .
- Pay vs Performance disclosures detail CAP, TSR and Adjusted Net Income relationships; peer TSR comparisons disclosed .
Investment Implications
- Alignment is strong via sizeable ownership (3.1% of shares) and ongoing role extension to 2029; anti-hedging and ownership guidelines reinforce alignment .
- 2025 special equity grant and increased target bonus/stock award may signal board confidence in his continued leadership amid “unprecedented business opportunities,” but also raise pay inflation optics; say-on-pay support (95%) suggests investor acceptance so far .
- Insider sales in Aug–Sep 2025 (estate planning) could add short-term supply; monitor Form 4 cadence for incremental selling pressure and track vesting/withholding events around grant anniversaries .
- No dedicated change-in-control payouts; double-trigger severance design and clawback are shareholder-friendly; related-party employment (family) requires continued audit oversight but amounts and approvals are disclosed .