Julie Myers Wood
About Julie Myers Wood
Independent director (age 55) serving on GEO’s Board since 2014; currently CEO of Guidepost Solutions LLC and director of Guidepost and parent Solution Point International. Prior roles include serving as Head of U.S. Immigration and Customs Enforcement (DHS), and senior leadership posts at the DOJ, Commerce (Export Enforcement), Treasury (Money Laundering/Financial Crimes), and Assistant U.S. Attorney (EDNY). The Board affirmatively determined she is independent under NYSE standards; directors attended at least 75% of Board and committee meetings in 2024, and all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security (ICE) | Head of ICE | Jan 2006–Nov 2008 | Led DHS’s largest investigative component; second largest investigative agency in federal government |
| ICS Consulting, LLC | Founder & President | Nov 2008–Sep 2012 | Compliance, risk assessments, immigration and customs investigations |
| U.S. Department of Commerce | Assistant Secretary for Export Enforcement | Not disclosed | Senior export enforcement leadership |
| U.S. Department of Justice | Chief of Staff, Criminal Division | Not disclosed | Division management and policy |
| U.S. Department of the Treasury | Deputy Assistant Secretary (Money Laundering and Financial Crimes) | Not disclosed | Financial crimes policy leadership |
| U.S. Attorney’s Office, EDNY | Assistant U.S. Attorney | Not disclosed | Federal prosecution experience |
| Mayer, Brown & Platt | Associate | Not disclosed | Private practice experience |
External Roles
| Organization | Public/Private | Role | Notes |
|---|---|---|---|
| Guidepost Solutions LLC | Private | Chief Executive Officer; Director | Also director of parent Solution Point International |
| Draganfly Inc. | Public | Director | Drone solutions, software, AI systems |
| Truvantis | Private | Director | Cybersecurity company |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under NYSE standards |
| Board Attendance (2024) | Board met 9 times; each director attended ≥75% of Board and relevant committee meetings |
| Annual Meeting Attendance (2024) | All directors attended |
| Lead Independent Director | Jack Brewer |
| Executive Sessions | Non-employee directors meet in executive session at least twice per year, presided by the Lead Independent Director |
Committee Assignments (current)
| Committee | Role |
|---|---|
| Cyber Security & Environmental Oversight | Chair |
| Criminal Justice & Rehabilitation | Member |
| Corporate Planning | Member |
| Independent Committee | Member |
| Legal Steering | Member |
| Operations & Oversight | Member |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Board Cash Retainer | $85,000 | $100,000 |
| Equity Retainer (Restricted Stock) | $135,000 grant value; 3/1/2024 grant valued at $12.09/share | $150,000 target value |
| Committee Chair Retainer | Audit $25,000; Compensation $20,000; Others $15,000 | Unchanged (chair structure retained) |
| Committee Member Retainer | Audit $15,000; Compensation $10,000; Others $7,500 | Unchanged (member structure retained) |
| Lead Independent Director Retainer | $30,000 | $30,000 |
| Per Diem/Meeting Fees | No meeting fees; reimbursed business expenses | No meeting fees |
| Director Compensation Caps | Lead Dir $350k; Other Directors $300k | Lead Dir $375k; Other Directors $350k |
| Julie Myers Wood—2024 Director Pay Mix | Amount |
|---|---|
| Fees Earned/Paid in Cash | $152,500 |
| Stock Awards (grant-date fair value) | $134,997 |
| Total | $287,497 (below 2024 director cap) |
Performance Compensation
Directors receive time-based restricted stock; no performance-based components for director equity. For governance context, executive LTIP metrics overseen by the Board were split 50% Relative TSR (S&P 600 Commercial & Professional Services peer set) and 50% ROCE, with payout thresholds/targets/maximums and a TSR governor if absolute TSR is negative.
| Executive LTIP Metric (context) | Weight | Threshold | Target | Max | Payouts (% of Target) |
|---|---|---|---|---|---|
| Relative TSR | 50% | P30 | P50 | P90 | 30% / 100% / 200% |
| ROCE | 50% | +1% of WACC | 9% | 12% | 30% / 100% / 200% |
Other Directorships & Interlocks
| Company/Entity | Nature | Details |
|---|---|---|
| Guidepost Solutions / Solution Point International | Employment and directorship | Ms. Wood is CEO of Guidepost and director of Guidepost and its parent; independence maintained under NYSE; related-party consulting noted below |
| Draganfly Inc. | Public company board | Director |
| Truvantis | Private company board | Director |
Expertise & Qualifications
- Federal enforcement, compliance, and risk management expertise; significant experience as government-appointed monitor and in developing cross-functional compliance programs.
- Cybersecurity oversight consistent with chairing Cyber Security & Environmental Oversight Committee; legal and investigations background aligns with Legal Steering and Operations oversight roles.
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 94,269 |
| Percent of Class | <1% |
| Unvested Restricted Shares (with voting rights) | 28,477 |
| Director Stock Awards Outstanding (aggregate) | 34,288 (director-level stock awards held at YE 2024) |
| Stock Ownership Guideline | ≥3x annual cash retainer for non-employee directors |
| Compliance Status | Company states all directors have satisfied or have time remaining to satisfy guidelines |
| Reference Price (12/31/2024 close) | $27.98/share |
| Implied Value of Beneficial Ownership (12/31/2024) | ~$2.64 million (94,269 × $27.98; derived from disclosed figures) |
Related Party Transactions and Potential Conflicts
| Counterparty | Relationship | Nature | 2024 Amount | Status/Controls |
|---|---|---|---|---|
| B.I. Incorporated (GEO subsidiary) ↔ Guidepost Solutions | Ms. Wood is CEO of Guidepost | Consulting agreement; monthly retainer $15,000 | $180,000 (aggregate) | <2% of Guidepost revenue; extended through 12/31/2025; Audit & Finance Committee reviewed/approved per charter authority |
| Family relationships (others) | Not related to Ms. Wood | Various compensation disclosures for relatives of other executives/directors | As disclosed | Audit & Finance Committee oversight; not paid to executive officers |
RED FLAG: Ongoing consulting agreement between GEO subsidiary and Guidepost (employer of Ms. Wood). Mitigants include immaterial size (<2% of Guidepost revenue), Audit Committee review/approval, and Board independence determination; nonetheless should be monitored for scope changes, renewals, and any overlap with committees Ms. Wood chairs (particularly cyber/privacy).
Governance Assessment
- Board effectiveness and engagement: Ms. Wood chairs Cyber Security & Environmental Oversight and serves on five additional committees (Operations, Legal Steering, Corporate Planning, Criminal Justice & Rehabilitation, Independent), indicating high engagement in operational, legal, and ESG oversight; attendance thresholds met and annual meeting attended.
- Independence and ownership alignment: Affirmed independent; robust shareholdings and company guideline of ≥3x cash retainer (company indicates directors meet or have time to meet), with anti-hedging policy and pledging restrictions (waivers require senior approval).
- Compensation structure: Director pay mix balanced between cash retainer and time-based restricted stock; no meeting fees; committee retainers reflect workload; total 2024 compensation ($287,497) within cap and consistent with peer-reviewed program; caps increased in 2025 given extensive committee structure.
- Shareholder sentiment: 2024 say-on-pay passed with ~95% support, indicating broad support for compensation governance; continued investor engagement by Board and Lead Independent Director.
- Conflicts/related-party exposure: Guidepost–B.I. contract is a reputational and governance risk; ensure recusal on any related approvals, confirm no involvement in procurement decisions, and maintain transparent disclosure; monitor renewal beyond 2025 and any fee changes.