Ronald Brack
About Ronald Brack
Ronald A. Brack is Executive Vice President, Chief Accounting Officer and Controller at The GEO Group, Inc., age 63, serving in his current role since August 2009 after progressing through Controller roles since joining GEO in May 2005 . He holds a B.A. in Economics from Vanderbilt University and is a member of the American Institute of Certified Public Accountants . Company performance under senior management’s stewardship featured FY2024 adjusted revenue of $2.426 billion and adjusted EBITDA of $463.5 million with a 94.7% corporate incentive payout factor, while GEO’s 2022–2024 relative TSR was 272.8% (100th percentile) driving a 200% PSU payout; GEO’s stock price rose from $10.76 to $27.98 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The GEO Group, Inc. | Executive Vice President, Chief Accounting Officer & Controller | Aug 2009–present | Leads corporate accounting, controls, and reporting integrity supporting financing, audit, and compliance |
| The GEO Group, Inc. | Vice President & Controller | Jan 2008–Aug 2009 | Transitioned controls during growth and capital markets activity |
| The GEO Group, Inc. | Controller | Apr 2007–Jan 2008 | Strengthened reporting processes |
| The GEO Group, Inc. | Assistant Controller | May 2005–Apr 2007 | Built accounting infrastructure post-acquisition integrations |
| NationsRent, Inc. (Fort Lauderdale) | Assistant Controller | 2000–2005 | Oversaw financial reporting for equipment rental operations |
| Arthur Andersen LLP (Fort Lauderdale) | Senior Auditor, Audit & Business Advisory Services | 1997–2000 | Led audits across public/private entities enhancing financial rigor |
| World Omni Leasing, Inc. & GE Capital Fleet Services | Fleet management roles | Over 10 years (dates not disclosed) | Operational finance and fleet management experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Ongoing | Professional standards and ethical compliance in financial reporting |
Fixed Compensation
- GEO does not disclose individual base salary or bonus for Brack (not an NEO in the Summary Compensation Table). Senior executive compensation is governed by the Compensation Committee and the Senior Management Performance Award Plan; NEOs had base salary adjustments and incentive targets aligned to role changes in 2024 .
Policies applicable to executive officers:
| Policy Element | Requirement/Status |
|---|---|
| Stock Ownership Guidelines | Executives must hold GEO equity valued at ≥3× base salary; compliance required within 5 years of appointment; Compensation Committee oversees adherence . |
| Clawback Policy | Adopted Oct 2023; recovery of incentive-based compensation for covered executives in event of material restatement (3 prior fiscal years) . |
| Hedging & Pledging | Hedging and short sales prohibited; pledging prohibited unless waiver granted by CEO or Compensation Chair; a waiver was granted to Mr. Evans, who had pledged 303,011 shares . |
| Insider Trading Policy | Formal policy filed as Exhibit 19.1 to the 2024 Form 10‑K and overseen by governance structures . |
Performance Compensation
Annual Cash Incentives (Corporate metrics and outcomes)
| Metric | Weighting | Target | Actual | Actual as % of Target | Payout % of Target |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 65% | 483.9 | 463.5 | 95.8% | 91.6% |
| Adjusted Revenue ($mm) | 35% | 2,425.0 | 2,426.3 | 100.1% | 100.3% |
| Weighted Corporate Payout | — | — | — | — | 94.7% |
- Plan mechanics: Threshold 90%→50% payout; Target 100%→100% payout; Max 110%→200% payout; revenue and Adjusted EBITDA weights 35%/65% respectively .
Long-Term Incentives (PSUs – 2022–2024 cycle)
| Metric | Weighting | Threshold | Target | Maximum | Outcome |
|---|---|---|---|---|---|
| Relative TSR (vs S&P 600 Commercial & Professional Services) | 50% | P30 | P50 | P90 | GEO TSR 272.8% = 100th percentile; payout 200% |
| ROCE | 50% | WACC +1% | 9% | 12% | ROCE 14.0%; payout 200% |
| Combined Payout | — | — | — | — | ≈200% approved by Committee |
LTIP Structure (2025 modifications)
- Beginning 2025, senior management LTIP: 50% time-based RSUs vesting over 3 years, 50% performance-based (TSR and ROCE), with max payout capped at 180% (down from 200%) .
- Annual grants executed March 3, 2025 per policy timing; Executive Chairman time-based award and special recognition grant disclosed; other awards per role .
Equity Ownership & Alignment
| Alignment Factor | Detail |
|---|---|
| Ownership Disclosure | The proxy discloses holdings for directors and NEOs; individual holdings for Brack are not itemized (not an NEO) . |
| Ownership Guidelines | 3× salary requirement for executive officers; counts actual shares, options/restricted shares vested/unvested, and performance shares at threshold; 5-year compliance horizon . |
| Pledging/Hedging | Prohibited absent waiver; explicit disclosure of pledged shares for Mr. Evans (waiver granted); no pledging by Brack disclosed . |
| Plan Design | Emphasis on performance-based equity (TSR/ROCE) and balanced cash/equity mix; double-trigger change-in-control; no single-trigger acceleration . |
Employment Terms
- No individual employment agreement for Brack is disclosed in the 2025 proxy; executive employment agreements are detailed for other NEOs (Executive Chairman, CEO, CFO, President/COO), including severance terms and vesting provisions .
- Change-in-control: Current employment agreements do not provide payments solely upon change in control; severance applies if terminated without cause or for good reason in connection with a change in control .
- Non-compete and confidentiality covenants are robust in executive agreements (e.g., 3‑year post‑separation non‑compete in CEO/Executive Chairman agreements) .
Performance & Track Record
| Performance Lens | Key Data |
|---|---|
| FY2024 Operational Targets | Adjusted EBITDA target $483.9mm vs actual $463.5mm; revenue target $2,425.0mm vs actual $2,426.3mm; payout factor 94.7% . |
| Multi‑year Value Creation | 2022–2024 TSR 272.8% (100th percentile) and ROCE 14.0%, driving ~200% PSU payouts . |
| Capital Structure Actions | >$700mm net recourse debt reduction since 2020; 2024 refinancing across notes and term loan/revolver to retire ~$1.5bn of debt and settle $229.9mm exchangeable notes . |
| Share Price Momentum | Stock rose from $10.76 (Jan 2, 2024) to $27.98 (Dec 31, 2024) . |
Risk Indicators & Red Flags
- Compensation risk mitigants: clawback policy; balanced pay mix; performance governor capping TSR payouts at 100% if absolute TSR is negative over the 3‑year period .
- Pledging risk: pledging allowed only via waiver; explicit disclosure of pledged shares by former CEO; no disclosure of pledging by Brack .
- Related party and governance: Annual disclosure of committee structures and independence; no related party transactions involving Brack disclosed in the proxy excerpts provided .
Compensation Peer Group & Say‑on‑Pay
- 2024 peer group spans commercial services, healthcare facilities, industrials, and CoreCivic for benchmarking compensation levels and practices .
- 2024 say‑on‑pay approval ~95% of votes cast; Committee incorporates investor feedback and consultant guidance (Pay Governance) .
Expertise & Qualifications
- Education: B.A. Economics, Vanderbilt University; AICPA member .
- Technical expertise: Public company auditing (Arthur Andersen), corporate accounting leadership (GEO, NationsRent), operational finance (fleet management) .
- Tenure: At GEO since 2005; executive officer since at least 2009 .
Investment Implications
- Alignment: Executive policies emphasize performance-based equity (TSR/ROCE) and cash incentives tied to adjusted EBITDA/revenue, supporting pay-for-performance and disciplined capital returns .
- Retention risk: While Brack’s individual severance/change‑of‑control terms are not disclosed, broader executive agreements feature strong non‑competes and vesting protections, with no CIC windfalls—reducing perverse retention incentives but limiting mobility risks .
- Trading signals: The anti‑pledging policy and disclosure of pledged shares for other executives reduce hidden leverage risks; lack of Form 4 detail for Brack in proxy excerpts suggests no visible insider selling pressure tied to him from this source; ongoing performance metrics and LTIP changes (adding time‑based RSUs) may modestly lower at‑risk pay sensitivity beginning 2025 .
- Execution track record: Multi‑year TSR outperformance and ROCE strength, plus material debt reduction and refinancing, point to robust financial stewardship in which the CAO/Controller function is integral to reliable reporting and capital market execution .