Nicole Mannarino

About Nicole Mannarino

Nicole Mannarino is Chief Compliance Officer and Controller, Financial Reporting at The GEO Group, Inc. She was appointed Chief Compliance Officer in November 2024 and has been with GEO since 2012, previously serving as Controller, Financial Reporting . She is 55 years old and holds a B.S. in Business Administration and an M.S. in Accounting from the University of Central Florida . Company performance context: GEO reported revenues of $2,376.7M (FY22), $2,413.2M (FY23), and $2,423.7M (FY24), with net income of $171.8M (FY22), $107.3M (FY23), and $32.0M (FY24) and EBITDA of $516.9M*, $478.2M*, and $438.3M* respectively; recent performance highlights include Q3 2025 revenue of $682.3M, Adjusted EBITDA of $120.1M, and first nine months 2025 total revenues of $1.92B and Adjusted EBITDA of $338.5M . Revenues and net income values are cited below; EBITDA values marked * from S&P Global.

Past Roles

External Roles

No external board or committee roles were disclosed for Ms. Mannarino in the latest proxy.

Fixed Compensation

Specific compensation figures (base salary, bonus) for Ms. Mannarino were not disclosed; she is not listed among GEO’s Named Executive Officers (NEOs) in the Summary Compensation Table. The company’s NEO compensation components include base salary, annual cash incentive, performance-based equity, time-based equity, and perquisites; base salaries are set via employment agreements and/or Compensation Committee discretion . For context, 2024 NEO base salary examples include CEO ($1,030,000) and CFO ($700,000) .

Performance Compensation

GEO’s senior management LTIP and annual incentive framework (which applies to executive officers generally) emphasizes pay-for-performance. While Ms. Mannarino’s individual targets/weightings were not disclosed, the governing structure and metrics are:

• Annual incentives and equity awards for senior management use Adjusted Net Income, Adjusted EBITDA, Return on Capital Employed (ROCE), and Revenue as core performance measures .
• LTIP change effective 2025: awards now 50% time-based restricted stock (3-year vest) and 50% performance-based restricted stock using TSR and ROCE; the performance component’s max payout capped at 180% (down from 200%) .

Note: Named executive officer-specific grants/dates/amounts are disclosed for NEOs; no individual award data for Ms. Mannarino was provided.

Equity Ownership & Alignment

• Individual beneficial ownership for Ms. Mannarino was not itemized in the “Security Ownership of Certain Beneficial Owners and Management” table (which lists directors and NEOs), but the group of all directors, director nominees, and executive officers (21 persons) held 6,552,413 shares (4.6% of outstanding) as of March 10, 2025; unvested restricted stock with voting rights across officers/directors totaled 1,266,559 shares .
• Stock ownership guidelines: CEO 6× base salary; other executive officers 3× base salary; counts include actual shares, options, restricted shares (vested/unvested) and unvested performance shares at threshold; all senior executive officers either meet the guidelines or have time remaining to comply .
• Hedging/short sales prohibited; pledging generally prohibited unless waiver; a waiver was granted to Mr. Evans (no waivers disclosed for Ms. Mannarino) .
• Clawback policy (Oct 2023) applies to current/former executive officers per Rule 10D‑1; company will seek recovery of excess incentive-based compensation in event of accounting restatements .

Employment Terms

• No individual employment agreement, severance, or change-in-control terms were disclosed for Ms. Mannarino. GEO states current employment agreements for NEOs do not provide change-in-control-only payments; severance generally requires termination without cause or for good reason (NEO examples vary by executive) .
• Insider trading policy governs executives; the policy is filed as an exhibit to the 2024 10-K and is referenced in the proxy .

Company Performance Context

Values marked * retrieved from S&P Global.

Additional TSR perspective from Pay vs. Performance table (Value of initial $100 investment):

Recent operating momentum: Q3 2025 revenues $682.3M, Adjusted EBITDA $120.1M; first nine months 2025 revenues $1.92B and Adjusted EBITDA $338.5M; management cited over $460M in new incremental annualized revenues contracted in 2025, expected to normalize in 2026 .

Governance and Compensation Committee

• Compensation Committee members: Jack Brewer (Chair), Thomas C. Bartzokis, Scott M. Kernan, Terry Mayotte (independent) .
• Say‑on‑Pay: ~95% approval at the 2024 annual meeting; Committee incorporated shareholder feedback and consultant advice .

Vesting Schedules and Insider Activity

• Company-level vesting actions highlighted: special recognition award for Executive Chairman George C. Zoley (207,862 restricted shares granted March 3, 2025) had vesting accelerated to July 17, 2025 from March 3, 2026; approved in connection with employment agreement amendment .
• No Form 4 transactions or vesting disclosures specifically referencing Ms. Mannarino were found in available documents.

Compensation Structure Analysis

• LTIP shift in 2025 to include 50% time-based equity increases retention emphasis but reduces the purely performance-based mix versus prior structure (previously 100% performance-based RS using TSR and ROCE); performance cap reduced to 180% from 200% .
• Primary performance metrics for pay linkage: Adjusted Net Income, Adjusted EBITDA, ROCE, Revenue .
• Ownership alignment reinforced by stock ownership guidelines, clawback, and hedging/short‑sale prohibitions; pledging only by waiver .

Investment Implications

• Alignment: Strong governance guardrails (clawback, hedging/pledging ban, stock ownership guidelines) and pay-for-performance metrics (Adjusted Net Income, Adjusted EBITDA, ROCE, Revenue) support incentive alignment; 2025 LTIP introduces time-based components, modestly reducing direct performance sensitivity but enhancing retention .
• Retention/pressure: Lack of disclosed individual equity grants/ownership for Ms. Mannarino limits visibility into personal selling pressure; as a non-NEO, compensation disclosure is minimal, reducing direct trading signals tied to her activity .
• Execution risk: As CCO, Mannarino’s role is central to compliance and governance at a time of significant new business wins and scaling; the company’s accelerated contract momentum (>$460M new incremental annualized revenues) and recent financial trajectory increase the importance of robust compliance oversight to sustain growth and avoid operational/legal setbacks .
• Governance support: High say‑on‑pay approval (~95%) reduces near-term compensation controversy risk; Compensation Committee independence and policy updates (clawback) mitigate governance red flags .

Notes:
- EBITDA values marked * are retrieved from S&P Global.