Lindsay Koren
About Lindsay L. Koren
Lindsay L. Koren, age 47, has served as an independent director of The GEO Group, Inc. since December 2022. She is Senior Vice President, Division General Counsel at Darden Restaurants (since 2015), and previously held senior legal and compliance roles at Walmart (2011–2015) and served as a trial attorney at the U.S. Department of Justice (2004–2007) . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart | Senior Director, International Compliance; Assistant General Counsel | Jan 2011–early 2015 | Advised on legal and compliance for 26-country global operations |
| U.S. Department of Justice | Trial Attorney; Attorney Advisor to the Chief Immigration Judge | 2004–2007 | Appellate litigation and immigration advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Darden Restaurants | Senior Vice President, Division General Counsel | 2015–present | Leads Ethics, Compliance, Privacy, and Commercial Law functions |
Board Governance
- Independence: Determined independent by the Board under NYSE rules .
- Attendance and engagement: GEO’s Board held 9 meetings in FY2024; each director attended at least 75% of Board and committee meetings on which they served. All directors at the time attended the 2024 annual meeting of shareholders .
- Years of service: Director since December 2022 .
Committee assignments (current)
| Committee | Role |
|---|---|
| Human Rights Committee | Chair |
| Legal Steering Committee | Chair |
| Nominating & Corporate Governance Committee | Member |
| Corporate Planning Committee | Member |
| Criminal Justice & Rehabilitation Committee | Member |
| Health Services Committee | Member |
| Independent Committee | Member |
These chair roles give Koren direct oversight over human rights policies and major litigation strategy—both high-salience areas for investor risk oversight in GEO’s business .
Fixed Compensation
Non-employee director compensation program (FY2024)
| Pay Element | FY2024 Program |
|---|---|
| Board Cash Retainer | $85,000 |
| Board Equity Retainer | $135,000 in restricted stock |
| Lead Independent Director Retainer | $30,000 |
| Committee Chair Retainer | Audit: $25,000; Compensation: $20,000; All Others: $15,000 |
| Committee Member Retainer | Audit: $15,000; Compensation: $10,000; All Others: $7,500 |
| Meeting/Per Diem Fees | None (reimburse business expenses) |
| Annual Director Pay Caps (2024) | Lead Director: $350,000; Others: $300,000 |
- FY2025 adjustments approved: cash retainer increased to $100,000, equity retainer to $150,000, and caps to $375,000 (Lead) and $350,000 (others) to reflect larger committee workload vs peers .
Koren’s FY2024 director compensation (individual)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $163,750 |
| Stock Awards (grant-date fair value) | $134,997 |
| Option Awards | $0 |
| Total | $298,747 |
| Notes | Director equity grant valued at $12.09/share (closing price preceding 3/1/2024 grant) |
In 2024, a discretionary $20,000 payment was made to non-employee directors who attended the Company’s Leadership Conference (the committee and Board approved exceeding caps for two directors as a result) .
Performance Compensation
- Non-employee director equity is time-based restricted stock; there are no performance-based metrics attached to director grants .
- Stock ownership guidelines require non-employee directors to hold equity equal to ≥3x annual cash retainer within 5 years of appointment; the company notes all directors have satisfied or have time remaining to do so .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict disclosed |
|---|---|---|
| None disclosed in proxy | — | No public-company directorships or interlocks disclosed for Koren |
Expertise & Qualifications
- Legal, compliance, international compliance, immigration, appellate litigation; GC-office experience at large public companies (Darden, Walmart) .
- Committee leadership focused on human rights and legal risk oversight, aligned with GEO’s material ESG and litigation exposures .
Equity Ownership
| Measure | Amount / Detail |
|---|---|
| Total Beneficial Ownership | 31,769 shares (less than 1%) |
| Unvested Restricted Shares with Voting Rights | 21,536 shares |
| Shares Outstanding (as of 3/10/2025) | 142,836,395 |
| Ownership as % of Outstanding | ~0.022% (31,769 ÷ 142,836,395) |
| Director Stock Awards Outstanding (12/31/2024) | 22,329 shares (aggregate stock awards outstanding) |
| Hedging/Pledging | Company prohibits hedging and pledging absent waiver; waiver disclosed for Mr. Evans, none noted for Koren |
Related-Party Transactions and Conflicts
- The proxy discloses related-party items involving family of the Executive Chairman and a consulting arrangement with Guidepost (employer of another director); no related-party transactions or material relationships are disclosed for Koren .
- Independence reaffirmed by the Board; no material relationships outside her director role were identified for Koren .
Insider Trades
- No Form 4 transactions for Koren are disclosed in the proxy; attempted retrieval of Form 4 data programmatically was unsuccessful due to an external access error. We will update if/when Form 4 data can be retrieved. (Form 4s not in proxy)
Governance Assessment
- Positives: Independent; chairs Human Rights and Legal Steering—high-impact committees for GEO’s risk profile; meets attendance threshold; equity retainer aligns incentives; robust stock ownership guidelines, clawback policy, and anti-hedging/pledging framework support alignment and risk discipline .
- Compensation structure: Reasonable mix of cash and time-based equity; increases to 2025 director pay reflect unusually large committee workload vs peers, but caps remain in place to curb excess .
- Conflicts/Related-party: None disclosed for Koren; no Section 16(a) delinquencies identified for her (one late report noted for another director) .
- Shareholder sentiment: Say-on-pay support was ~95% in 2024, signaling broad investor approval of compensation/governance approach; Board conducts regular shareholder engagement, including by the Lead Independent Director .
No RED FLAGS identified specific to Koren (no related-party exposure, no pledging disclosed, independence affirmed, attendance met). Continued focus on her committee leadership (human rights, litigation oversight) remains material to investor confidence given GEO’s operating context .