Thomas Bartzokis
About Thomas C. Bartzokis
Dr. Thomas C. Bartzokis (age 67) has served as an independent director of The GEO Group since January 2022. He is a cardiologist with 30+ years of medical experience and is Managing Member of Bartzokis, Rubenstein & Servoss, MD, PL (since 2011). He holds a B.A. from Harvard University and an M.D. from Harvard Medical School, completed residency at New England Deaconess Hospital, and post‑graduate training at Stanford University Medical Center . The Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bartzokis, Rubenstein & Servoss, MD, PL | Managing Member | 2011–present | Brings medical/healthcare expertise to Board deliberations . |
| Various medical practices | Physician | 1993–2011 | 30+ years in medical field; strengthens Board knowledge base . |
| New England Deaconess Hospital | Residency training | n/a | Clinical training . |
| Stanford University Medical Center | Post‑graduate training | n/a | Clinical training . |
External Roles
- No other public company directorships were disclosed in Dr. Bartzokis’s 2025 proxy biography .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Dr. Bartzokis is independent under NYSE standards . |
| Board meetings | 9 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served . |
| Annual meeting attendance | All directors attended the 2024 annual meeting . |
| Lead Independent Director | Jack Brewer serves as Lead Independent Director . |
| Executive sessions | Non‑employee directors meet in executive session at least twice per year . |
| Committee | 2025 Assignment for Dr. Bartzokis | Notes |
|---|---|---|
| Health Services | Chair (C) | Oversees health services operations . |
| Audit & Finance | Member (X) | Committee met 12 times in 2024; all members independent . |
| Compensation | Member (X) | Committee met 7 times in 2024; all members independent . |
| Corporate Planning | Member (X) | Reviews strategic initiatives and M&A/corporate finance . |
| Criminal Justice & Rehabilitation | Member (X) | Guides rehabilitation and anti‑recidivism efforts . |
| Independent Committee | Member (X) | Handles matters designated for independent director review . |
| Operations & Oversight | Member (X) | Reviews operational issues; may travel to sites post‑incidents . |
- Committee chair/leadership context changes: Ms. Donna Arduin Kauranen will chair Audit & Finance upon conclusion of the annual meeting; Terry Mayotte resigned effective immediately following the annual meeting .
Fixed Compensation
| 2024 Director Compensation (Non‑Employee) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $148,750 |
| Stock Awards (Grant Date Fair Value) | $134,997 |
| Option Awards | — (none) |
| All Other Compensation | — |
| Total | $283,747 |
| 2024 Director Fee Schedule | Amount (USD) |
|---|---|
| Annual Board Cash Retainer | $85,000 |
| Committee Chair Retainer | Audit: $25,000; Compensation: $20,000; All Others: $15,000 |
| Committee Member Retainer | Audit: $15,000; Compensation: $10,000; All Others: $7,500 |
| Lead Independent Director Retainer | $30,000 |
| Meeting Fees | None |
| 2025 Changes (Approved Feb 2025) | New Level |
|---|---|
| Annual Board Cash Retainer | Increased to $100,000 |
| Target Annual Equity Award | Increased to $150,000 |
| Director Fee Cap | Increased to $375,000 (Lead Independent Director) and $350,000 (other directors) |
- One‑time item: In 2024, a discretionary $20,000 payment was made to non‑employee directors who attended the Company’s Leadership Conference; the cap was exceeded for two directors with Board approval .
Performance Compensation
| Equity Element | Detail |
|---|---|
| Annual Equity Retainer (2024) | Restricted stock award; aggregate grant date fair value $134,997 for Dr. Bartzokis . |
| Grant Date and Per‑Share Value (2024) | Granted March 1, 2024; grant date fair value $12.09 per share (closing price on prior business day) . |
| Options | No stock options awarded to directors in 2024 . |
Other Directorships & Interlocks
- Other public company boards: Not disclosed for Dr. Bartzokis in the 2025 proxy biography .
- Related‑party transactions: None disclosed involving Dr. Bartzokis; the related‑party section lists transactions involving other individuals (e.g., Guidepost consulting with B.I. Incorporated and family employment relationships) and notes Audit & Finance Committee review/approval .
Expertise & Qualifications
- Cardiology and healthcare operations expertise; 30+ years in medical practice leadership .
- Health Services Committee Chair, aligning medical expertise with oversight of health services operations .
- Independent status under NYSE rules; contributes to independent oversight across Audit & Finance and Compensation Committees .
Equity Ownership
| Ownership Snapshot (as of Mar 10, 2025 unless noted) | Amount |
|---|---|
| Beneficially Owned Shares | 49,131 shares; less than 1% of class |
| Unvested Restricted Shares with Voting Rights | 25,877 shares |
| Stock Awards Outstanding (end of 2024) | 31,010 shares subject to stock awards |
| Shares Outstanding (Company) | 142,836,395 shares (for context) |
| Ownership Policy & Restrictions | Detail |
|---|---|
| Director Stock Ownership Guidelines | Non‑employee directors must hold equity equal to 3x annual cash retainer within five years of appointment; directors have satisfied guidelines or have time remaining . |
| Hedging/Pledging Policy | Hedging prohibited; pledging prohibited absent waiver from CEO or Compensation Chair; a waiver was granted to Mr. Evans (no waivers disclosed for Dr. Bartzokis) . |
Governance Assessment
- Independence and workload: Independent director serving across multiple oversight committees and chairing Health Services indicates significant governance engagement; Board met 9 times in 2024 and each director met the 75% attendance threshold .
- Compensation alignment: Director pay mixes cash retainers and time‑vested equity; 2025 increases reflect expanded committee structure and market alignment; no director options granted in 2024; stock ownership guidelines support alignment .
- Compensation committee process: As a Compensation Committee member, Dr. Bartzokis participates in a committee that uses independent consultant Pay Governance (assessed as independent; no conflicts) and conducts regular benchmarking and risk assessments; Say‑on‑Pay support was ~95% in 2024, a positive shareholder signal .
- Conflicts and related‑party exposure: No related‑party transactions involving Dr. Bartzokis were disclosed; Audit & Finance Committee reviews and approves related‑party items involving others .
- RED FLAGS to monitor: 2024 discretionary $20,000 director payments and cap exceedances (approved by the Board) represent a governance optic to watch in the context of director pay discipline; however, no specific concerns were disclosed for Dr. Bartzokis individually .