Scott Kernan
About Scott M. Kernan
Independent director since 2018; age 64 at nomination in 2025. Former Agency Secretary and Undersecretary of Operations at the California Department of Corrections and Rehabilitation (CDCR), with more than three decades of operational leadership across adult institutions, wardenships, and statewide corrections management; operated an independent corrections/criminal justice consulting firm from 2011–2015. Kernan is designated independent under NYSE standards and a member/chair of multiple GEO board committees, bringing deep public-sector corrections expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Department of Corrections and Rehabilitation (CDCR) | Agency Secretary | Jan 2016 – Aug 2018 | Led statewide corrections operations . |
| CDCR | Undersecretary of Operations | Sep 2008 – Oct 2011; returned Mar 2015 – Jan 2016 | Oversight of operational execution; returned at Governor’s request . |
| CDCR | Chief Deputy Secretary of Adult Operations | Mar 2007 – Sep 2008 | Adult operations leadership . |
| CDCR | Deputy Director, Division of Adult Institutions | May 2006 – Mar 2007 | Institutional management . |
| California State Prison, Sacramento | Warden (Level IV) | Nov 2004 – May 2006 | Maximum-security facility leadership . |
| Mule Creek State Prison | Warden (Level III/IV) | Oct 2003 – Nov 2004 | Facility leadership . |
| CDCR (various) | Corrections roles | Mar 1983 – Oct 2003 | Progressive operational roles . |
| Kernan Consulting (independent) | Owner/Principal | Oct 2011 – Mar 2015 | Corrections and criminal justice consulting . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in GEO’s proxy . |
Board Governance
- Committee assignments (2025 proxy): Chair, Operations and Oversight; Member, Audit & Finance, Compensation, Nominating & Corporate Governance, Criminal Justice & Rehabilitation, Health Services, Human Rights, Independent, Legal Steering, Corporate Planning .
- Independence: Affirmed independent under NYSE standards .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Jack Brewer; non-employee director executive sessions held at least twice per year .
- Committee cadence (2024): Audit & Finance met 12x; Compensation 7x; Nominating & Corporate Governance 5x, indicating robust oversight activity .
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Fees Earned/Paid in Cash ($) | $190,000 |
| Equity Retainer (grant-date fair value, restricted stock) | $134,997 |
| Total Director Compensation ($) | $324,997 |
- 2024 program schedule (context): Board cash retainer $85,000; Audit Chair $25,000; Compensation Chair $20,000; other committee chairs $15,000; Audit members $15,000; Compensation members $10,000; other committee members $7,500; Lead Director retainer $30,000; no meeting fees .
- Compensation caps (2024): $350,000 Lead Director; $300,000 other directors. A one-time $20,000 payment for the Leadership Conference led the Compensation Committee and Board to approve exceeding the cap for two directors in 2024; Kernan’s total ($324,997) exceeded the $300,000 cap under this approved exception .
Performance Compensation
| Item | Detail |
|---|---|
| Equity grant type | Restricted stock (time-based) for non-employee directors; grant-date fair value $134,997 on Mar 1, 2024 (closing price $12.09) . |
| Stock awards outstanding (director-level) | 34,288 shares subject to stock awards outstanding at 2024 year-end . |
| Vesting/performance metrics | No director performance metrics disclosed; annual director equity retainer is time-vested restricted stock . |
| 2025 updates | Annual cash retainer increased to $100,000; annual equity retainer target increased to $150,000; director fee caps raised to $375,000 (Lead Director) and $350,000 (others) . |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None disclosed | — | No interlocks or related-party board ties disclosed for Kernan . |
Expertise & Qualifications
- Extensive CDCR leadership across statewide operations and high-security institutions; brings operational risk oversight and government contracting insight to GEO .
- Committee breadth includes operations, legal steering, human rights, health services, and audit/compensation participation, aligning experience with GEO’s risk oversight structure .
Equity Ownership
| Metric | As of Mar 11, 2024 | As of Mar 10, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 66,124 | 60,743 |
| Ownership % of Class | Less than 1% (126,899,232 shares outstanding) | Less than 1% (142,836,395 shares outstanding) |
| Unvested restricted shares (voting rights) | 36,888 | 28,477 |
| Pledges/Hedging | Company prohibits hedging/pledging absent waiver; no pledge disclosure for Kernan; one late Section 16(a) filing noted . |
Governance Assessment
- Strengths: Broad committee participation and chairing of Operations & Oversight enhance board effectiveness in GEO’s core risk areas; independence affirmed; consistent attendance; director stock ownership guidelines in place (3× annual cash retainer over five years) with directors either compliant or on track .
- Alignment: Mix of cash and equity aligns director incentives with long-term value; 2025 increases to retainers reflect workload of GEO’s unusually high number of committees .
- Red flags and watch items:
- 2024 director fee cap exceeded for two directors due to discretionary $20,000 Leadership Conference payment; Kernan’s total also exceeded cap ($324,997) under approved exception—monitor for recurrence and cap integrity .
- One late Section 16(a) ownership report for Kernan (administrative compliance issue) .
- No related-party transactions disclosed for Kernan; separate RPTs exist for other insiders (e.g., consulting with Guidepost) but not implicating Kernan .
Overall, Kernan’s deep corrections background and extensive committee responsibilities support board oversight of GEO’s operational, human rights, and health services risks. Compensation and ownership practices for directors appear market-aligned, with a single-year cap exception driven by a discretionary event; continued attention to compensation governance should preserve investor confidence .