Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 26, 2024, Mr. James H. Black, Senior Vice President and President, Secure Services, of The GEO Group, Inc. (“GEO” or the “Company”) informed the Company that he will be retiring from his executive officer role effective December 31, 2024 (the “Effective Date”). Following his retirement, Mr. Black will serve as a consultant to GEO under the terms of a Consultant Agreement, effective January 1, 2025 (the “Consultant Agreement”), entered into between GEO and Mr. Black on December 3, 2024, the terms of which are summarized below. Mr. Black joined GEO in June of 1998 and during his tenure worked in all three regions within Secure Services and led Secure Services as its President for the past three and a half years. GEO thanks Mr. Black for his years of dedicated service and looks forward to his continued contributions to GEO.
On December 2, 2024, Mr. Paul Laird was promoted to the role of Senior Vice President and President, Secure Services, effective as of January 1, 2025. Mr. Laird will work closely with Mr. Black in his consulting role to ensure a smooth transition. Mr. Laird originally joined GEO as a Director of Operations in the Eastern Region in August of 2015 and subsequently served as Regional Vice President for the Western Region and most recently as Regional Vice President for the Eastern Region.
On December 3, 2024, GEO and Mr. Black entered into the Confidential Separation and General Release Agreement (the “Separation Agreement”). Pursuant to the Agreement, Mr. Black will be entitled to: (i) receive $46,415 per month for consulting services to be rendered pursuant to the terms of the Consultant Agreement through December 31, 2026; (ii) receive his 2024 annual performance award which will be paid in 2025 at the same time and under the same terms as other executives; (iii) receive COBRA coverage for him and his covered dependents for a period of 18 months at GEO’s cost; and (iv) to become vested in stock options and restricted stock that are unvested as of the Effective Date, except for any unvested equity award subject to performance-based vesting that will only vest when and to the extent the Compensation Committee certifies that the performance goals are met. The Separation Agreement also contains customary provisions related to confidentiality and non-disparagement.
Under the terms of the Consultant Agreement, which will continue through December 31, 2026 (the “Consulting Period”), unless extended by mutual agreement, Mr. Black will provide to GEO the consulting services outlined in the Consultant Agreement related to business development and contract administrative assistance, for a consulting fee of $46,415 per month. The Consultant Agreement also contains customary provisions related to confidentiality and conflicts of interest.
The Separation Agreement and Consultant Agreement will be filed as exhibits to the Form 10-K for the year ending December 31, 2024.
Following the Effective Date, Mr. Black will be entitled to receive his retirement benefit under the terms of the Senior Officer Retirement Plan.
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