Shayn March
About Shayn March
Shayn P. March (age 59) serves as Executive Vice President, Finance and Treasurer at The GEO Group, Inc.; he joined GEO in March 2009 and served as Acting Chief Financial Officer from January 1 to July 8, 2024 . He previously was a Managing Director in Corporate Investment Banking at BNP Paribas (11 years), and held finance roles at Sanwa Bank (1995–1997) and UJB Financial (1988–1994); he holds an MBA in Financial Management from Pace University’s Lubin School of Business and a BA in Economics from Rutgers University . Company performance metrics referenced in GEO’s equity plan show 2022–2024 TSR of 272.8% (100th percentile vs S&P 600 Commercial & Professional Services peers) and ROCE of 14.0%, driving 200% payouts on those components; GEO’s stock rose from $10.76 on Jan 2, 2024 to $27.98 on Dec 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BNP Paribas | Managing Director, Corporate Investment Banking | ~1998–2009 (11 years) | Led corporate investment banking mandates; contributed to financing and M&A execution experience . |
| Sanwa Bank | Corporate Finance Department | 1995–1997 | Corporate finance execution and credit analysis . |
| UJB Financial | Finance and Credit Audit Departments | 1988–1994 | Financial management and credit audit foundation . |
External Roles
- None disclosed in GEO filings for Mr. March .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 463,500 | 50% (Acting CFO) | 231,750 | 219,351 | 11,049 (auto $9,600; excess life $1,449) | Base raised to $450,000 on Jan 1, 2024 for Acting CFO; ~3% adjustment thereafter . |
Performance Compensation
Annual Cash Incentive Mechanics and Outcome (2024)
| Metric | Weighting | Target | Actual | Actual as % of Target | Payout Factor | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 65% | 483.9 | 463.5 | 95.8% | 91.6% | 59.5% |
| Adjusted Revenue ($mm) | 35% | 2,425.0 | 2,426.3 | 100.1% | 100.3% | 35.1% |
| Total | 100% | — | — | — | — | 94.7% |
- Threshold/Target/Max payout curve: 50% at 90% performance, 100% at 100%, 200% at 110% (straight-line) .
- 2024 bonus for March: Target $231,750; Actual $219,351 at 94.65% factor .
Equity Awards and Vesting
| Grant Year | Award Type | Shares | Grant Date | Grant Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | PSUs | 28,753 | Mar 1, 2024 | 347,624 (at $12.09 close) | If earned, vest by Mar 15, 2027 | 50% Relative TSR (P30/50/90; 30%/100%/200%), 50% ROCE (+1% WACC/9%/12%; 30%/100%/200%); TSR governor caps at 100% if absolute TSR negative . |
| 2025 | Time-based RS | 10,602 | Mar 3, 2025 | 278,090 (at $26.23 close) | Vests ratably over 3 years under amended LTIP | N/A (time-based). |
Equity plan calibration: Beginning 2025, senior management LTIP shifted to 50% time-based RS (3-year vest) and 50% PSUs (TSR/ROCE), with max payout reduced to 180% (from 200%) . March did not receive the PSU portion in 2025; he received time-based RS consistent with other officers .
Historic PSU outcome (plan context): 2022–2024 cycle paid 200% on both TSR and ROCE components (GEO-level) ; March did not receive that PSU grant; he instead held a time-based RS award vesting 25% annually .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Mar 10, 2025) | 128,564 shares . |
| Unvested restricted shares (with voting rights) | 53,595 shares . |
| Estimated vested shares | 74,969 (128,564 – 53,595) . |
| Shares outstanding (Mar 10, 2025) | 142,836,395 . |
| Ownership as % of outstanding | ~0.09% (128,564 / 142,836,395) . |
| Pledged shares | None disclosed for March; pledge noted only for Mr. Evans (303,011) . |
| Stock ownership guidelines | Executives: ≥3× base salary; counts actual shares, options/restricted shares (vested/unvested), and performance shares at threshold; 5 years to comply; all senior execs either compliant or within window . |
| Anti-hedging/pledging policy | Hedging prohibited; pledging generally prohibited without waiver; waiver granted to Mr. Evans . |
| Options | GEO has not granted stock options to executive officers since 2011; none indicated for March . |
Employment Terms
| Provision | Detail |
|---|---|
| Agreement | Executive Employment Agreement effective June 22, 2021, auto-renewing two-year terms . |
| Position | Executive Vice President, Finance & Treasurer; Acting CFO effective Jan 1, 2024 . |
| Base salary change | Increased to $450,000 effective Jan 1, 2024 upon Acting CFO appointment . |
| Annual bonus eligibility | Per Performance Award Plan in effect . |
| Severance (no cause/death/disability) | Cash equal to current annual base salary for greater of remainder of term or 12 months; continued employee benefits for 12 months . |
| Equity upon separation | Unvested stock options and restricted stock continue to vest for greater of remainder of term or 12 months; performance RSUs vest only upon certification of performance goals . |
| Non-compete | Two years post-separation; confidentiality and work product provisions . |
Compensation Structure Notes and Governance
- Say‑on‑pay: ~95% approval at 2024 Annual Meeting .
- Peer group used for benchmarking includes CoreCivic, Stericycle, UniFirst, The Brink’s Company, Surgery Partners, HNI, Steelcase, Pitney Bowes, ACCO Brands, Brady, BrightView, Casella Waste Systems, Healthcare Services Group, Interface, Matthews International, MillerKnoll, OPENLANE (KAR), Deluxe, Enviri (Harsco), Driven Brands .
- Clawback: Adopted October 2023 per SEC/NYSE rules; recovery of excess incentive-based comp over 3 fiscal years preceding any required restatement .
- “What we do/Don’t do” practices: Double-trigger change-in-control, independent consultant, stock ownership requirements; no single-trigger equity acceleration, no excise tax gross-ups, no repricing of underwater options without shareholder approval .
Investment Implications
- Alignment: March’s incentive pay is tied to revenue and Adjusted EBITDA (65%/35%) with balanced payout curve; equity heavily performance-based (2024 PSUs) with three-year horizon and TSR/ROCE metrics, plus 2025 time-based RS—supporting retention and long-term value creation .
- Selling pressure/vesting calendar: Unvested restricted shares (53,595) and 2024 PSUs vesting by March 15, 2027, alongside 2025 time-based RS vesting over 3 years, create predictable vest windows; absence of pledging for March reduces forced-sale risk .
- Retention and severance economics: Employment agreement provides 12+ months severance and benefit continuation (and continued vesting for up to 12 months), with a two-year non-compete—mitigating near-term turnover risk but offering moderate severance exposure .
- Pay-for-performance backdrop: Company-level TSR/ROCE outcomes have been strong (200% PSU payouts for 2022–2024 cycle), and 2024 stock appreciation was significant, which historically supports executive equity realizable value but is governed by performance certification and clawback policy .