Mark Suchinski
About Mark Suchinski
Mark J. Suchinski (age 58) has served as Senior Vice President and Chief Financial Officer of The GEO Group, Inc. since July 8, 2024. He holds a B.S. in Accounting from DePaul University and previously served as CFO of Spirit AeroSystems (2020–June 2024) with prior senior finance, operating, and quality roles there and earlier at Home Products International . In 2024, GEO delivered total revenue of $2.42B and Adjusted EBITDA of $463.5M, and shares appreciated from $10.76 to $27.98, framing the operating context for his initial partial-year tenure . GEO’s 2022–2024 PSU cycle paid 200% on both Relative TSR and ROCE (combined ~200% of target) given 272.8% TSR vs the S&P 600 Commercial & Professional Services cohort and 14.0% ROCE, evidencing strong multi-year value creation under the companywide plan design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit AeroSystems | SVP & CFO | 2020–2024 | Led finance, reporting, treasury, IR, strategy, M&A during industry supply-chain disruptions |
| Spirit AeroSystems | VP, Quality | 2019–2020 | Quality leadership through recovery initiatives |
| Spirit AeroSystems | VP & GM, 787 Program | 2018–2019 | Operational P&L for major Boeing program |
| Spirit AeroSystems | VP & Corporate Controller | 2014–2018 | Corporate accounting and controls |
| Spirit AeroSystems | VP, Finance & Treasurer | 2012–2014 | Capital structure, liquidity, and banking |
| Spirit AeroSystems | VP, FP&A & Corporate Contracts | 2010–2012 | Enterprise planning; contracting |
| Spirit AeroSystems | Controller, Aerostructures Segment | 2006–2010 | Segment-level controllership |
| Home Products International | VP & Chief Accounting Officer | 2004–2006 | Corporate accounting leadership |
| Home Products International | Corporate Controller | 2000–2004 | Corporate controllership |
External Roles
No public-company directorships or external roles disclosed for Suchinski .
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Annual base salary rate | $700,000 (approved upon appointment) | Increased approximately 3% vs 2024 base (approximate; committee action) |
| Salary actually paid (partial-year 2024) | $338,525 | n/a |
| Target annual bonus (% of salary) | 100% (CFO) | 100% (no change) |
Perquisites and relocation (2024):
- All Other Compensation: $77,397, including auto allowance ($4,104), club dues ($4,640), excess group life insurance ($447), relocation allowance ($68,206) .
- Plus a $150,000 advance in July 2024 against the FY24 non‑equity incentive to offset relocation, per employment agreement .
Performance Compensation
Annual Cash Incentive Design and 2024 Outcomes
- Plan metrics and weights: Adjusted EBITDA (65%) and Adjusted Revenue (35%); Threshold 90%→50% payout; Target 100%→100% payout; Max 110%→200% payout .
- FY2024 results: Adjusted EBITDA $463.5M (95.8% of target) → 91.6% payout on that component; Adjusted Revenue $2,426.3M (100.1% of target) → 100.3% payout; Weighted payout = 94.7% of target .
| Executive | FY’24 Target Incentive ($) | Corporate Financial Performance Factor | Actual Incentive Earned ($) |
|---|---|---|---|
| Mark J. Suchinski (CFO) | 700,000 | 94.65% | 662,550 |
Performance context and governance:
- 2024 targets set with EBITDA modestly below 2023 actuals given electronic monitoring headwinds; revenue target slightly above 2023 to reflect mix shift; no discretionary individual adjustments were applied .
- Shareholder alignment: say‑on‑pay approval improved to ~95% at 2024 meeting (reported in 2025 proxy) from 72% in 2023 .
Equity Awards and Vesting
| Grant Date | Type | Shares | Approved Value | Vesting / Performance |
|---|---|---|---|---|
| Jul 8, 2024 | Performance-based RS | 50,000 | $753,000 | Vests, if earned, by Mar 15, 2027 on 3‑yr metrics: 50% Relative TSR vs S&P 600 Commercial & Prof’l Services; 50% ROCE (threshold +1% of WACC; target 9%; max 12%); 30%/100%/200% payouts; TSR governor caps at 100% if absolute TSR is negative . |
| Mar 3, 2025 | Time-based RS | 25,000 | Included in $1,311,500 total shown | Time-based vesting over three years (company-wide LTIP shift in 2025) . |
| Mar 3, 2025 | Performance-based RS | 25,000 | $1,311,500 total at $26.23/sh | 3‑yr performance cycle; 50% TSR / 50% ROCE; performance cap reduced to 180% beginning 2025 . |
Plan design notes:
- For NEOs (excluding the Executive Chairman), 2024 LTI was 100% performance-based; beginning in 2025, the LTIP shifted to 50% time-based / 50% performance-based; PSU cap reduced from 200% to 180% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 100,000 shares (as of Mar 10, 2025) |
| Of which: unvested RS (voting) | 100,000 unvested restricted shares with voting rights are included in the total |
| Percent of class | Less than 1% (outstanding shares: 142,836,395) |
| Options outstanding | None disclosed; company has not granted options to execs since 2011 |
| Pledging / hedging | Company prohibits hedging and pledging absent waiver; only Mr. Evans disclosed as having pledged shares (waiver granted). No pledging disclosed for Suchinski |
| Stock ownership guidelines | Executives: 3x base salary; 5 years to comply; all execs either meet or have time remaining (Suchinski is within the five-year window) |
Insider filings and selling pressure:
- Form 3 (initial statement) filed July 10, 2024; Form 4 filed July 10, 2024 (onboarding awards) .
- Form 4 filed March 5, 2025 (annual 2025 equity grants) .
- No open-market sales disclosed through March 2025 in these filings; vesting cadence (2025–2027) implies limited near-term selling pressure aside from tax-withholding on vesting.
Employment Terms
- Appointment: Board approved appointment as SVP & CFO effective July 8, 2024; Executive Employment Agreement executed (Exhibit 10.1 to 8‑K) .
- Severance (Suchinski employment agreement): upon termination other than for cause or voluntary resignation, cash severance equal to two years of then-current base salary; continuation of employee benefits for 18 months (vs. two years for some other officers); company transfers any executive automobile and pays off remaining lease/loan; equity fully vests upon qualifying termination, but performance-based awards vest only to the extent the Compensation Committee later certifies achievement .
- Change-in-control: Company policy uses double‑trigger change‑in‑control arrangements (no single-trigger accelerations) .
- Clawback: SEC/NYSE-compliant compensation recovery policy adopted in Oct 2023 (3‑year lookback on incentive-based comp for restatements) .
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited absent waiver (none disclosed for Suchinski) .
- Tax gross‑ups: None (company policy) .
Performance & Track Record Context
Company-level multi-year performance indicators:
- 2024: Revenue $2.42B; Net Income Attributable to GEO $32.0M; Adjusted EBITDA $463.5M (mix headwinds from electronic monitoring offset by secure services growth and management transitions) .
- 2023: Revenue $2.41B; Adjusted EBITDA $507.2M .
- Equity cycle (2022–2024): TSR 272.8% (100th percentile vs peers) and 14.0% ROCE → PSU payout ~200% .
Recent quarterly fundamentals (during/around Suchinski’s tenure):
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 608,282,000 | 605,672,000 | 607,185,000 | 603,125,000 | 607,720,000 | 604,647,000 | 636,169,000 | 682,341,000 |
| EBITDA ($) | 114,757,000* | 110,927,000* | 111,458,000* | 114,127,000* | 101,743,000* | 93,120,000* | 104,705,000* | 73,739,000* |
*Values retrieved from S&P Global.
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation governance: independent consultant Pay Governance; robust stock ownership requirements; double‑trigger CIC; clawback; no option repricing or excise gross‑ups .
- Peer group for 2024 analysis included CoreCivic and diversified commercial services/healthcare facilities companies (e.g., ACCO, Brady, Casella, Driven Brands, HNI, Stericycle, Surgery Partners, UniFirst, The Brink’s Company) .
- Say‑on‑pay results: ~95% approval at 2024 annual meeting (reported in 2025 proxy), reflecting improved investor support after 72% in 2023 .
Investment Implications
- Pay-for-performance alignment: CFO’s 2024 incentive outcomes were formulaic at 94.7% of target based on company EBITDA/revenue vs budget; initial 2024 LTI was 100% performance-based with strict TSR/ROCE hurdles; 2025 LTIP shift to 50% time-based increases retention orientation and reduces performance leverage (cap lowered to 180%), modestly lowering sensitivity of long-term pay to outperformance .
- Vesting and selling pressure: Suchinski holds 100,000 unvested voting RS as of March 10, 2025; with vesting dates concentrated 2026–2027 for 2024 PSUs and over 2025–2028 for 2025 RS/PSUs, near‑term selling pressure appears limited beyond tax‑withholding at vesting. No Form 4 sales disclosed through March 2025 .
- Alignment/controls: No pledging disclosed; anti-hedging/pledging policy and clawback are in force; ownership guidelines (3x salary within 5 years) support “skin in the game” .
- Retention and severance economics: Two years’ salary cash severance plus 18 months’ benefits and equity vesting (performance subject to certification) provide meaningful retention but are not excessive vs market, with double‑trigger CIC protection avoiding windfalls .
- Execution risk context: 2024 mix headwinds compressed Adjusted EBITDA vs 2023; 2025 LTIP changes and continued deleveraging focus (major 2024 refi) frame CFO priorities in capital allocation and margin stability .
Overall: Compensation structure is largely aligned with performance and shareholder protection norms; 2025 LTIP introduces a more retention‑friendly mix but retains performance gates. Ownership posture and policies mitigate alignment risks, and insider activity does not indicate selling pressure near term. Continued delivery on EBITDA/ROCE amid mix shifts will be key to sustain incentive realizations and support valuation.
Sources
- GEO 2025 Proxy (DEF 14A): executive officers, compensation design/outcomes, ownership, policies .
- GEO 2024 Proxy (DEF 14A): prior-year say‑on‑pay, targets and outcomes, peer group .
- 8‑K appointing Suchinski as CFO with employment agreement (Ex 10.1) .
- Insider filings: Form 3/4 (Suchinski) .