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Equity Incentive Plans | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Equity Incentive Plans | 3. Equity Incentive Plans The Board adopted The GEO Group, Inc. Second Amended and Restated 2018 Stock Incentive Plan (the “Amended 2018 Plan”), which was approved by the Company's shareholders and became effective on May 3, 2024. The Amended 2018 Plan supersedes the previous 2018 Stock Incentive Plan. As of the date the Amended 2018 Plan was approved by the Company’s shareholders, it provided for a reserve of an additional 12,400,000 shares of common stock that may be issued pursuant to awards granted under the Amended 2018 Plan. The Company filed a Form S-8 registration statement related to the Amended 2018 Plan on May 7, 2024. Under the terms of the Amended 2018 Plan, the vesting period and, in the case of stock options, the exercise price per share, are determined by the terms of each grant agreement. All stock options that have been granted under the Company plans are exercisable at the fair market value of the common stock at the date of the grant. Generally, the stock options vest and become exercisable ratably over a four-year period. All stock options awarded under the Amended 2018 Plan expire no later than ten years after the date of the grant. When options are exercised, the Company issues shares of common stock related to the exercised options. The Company recognized compensation expense related to the Amended 2018 Plan for the years ended December 31, 2024, 2023 and 2022 as follows (in thousands):
|  | 2024 |  |  | 2023 |  |  | 2022 |
Stock option plan expense |  | $ | 993 |  |  | $ | 631 |  |  | $ | 552 |
Restricted stock expense |  | $ | 17,115 |  |  | $ | 14,433 |  |  | $ | 15,652 |
Stock Options A summary of the activity of the Company’s stock options is presented below:
|  | Shares |  |  | Wtd. Avg. Exercise Price |  |  | Wtd. Avg. Remaining Contractual Term (years) |  |  | Aggregate Intrinsic Value |
|  | (In thousands) |  |  |  |  |  |  |  |  | (In thousands) |
Options outstanding at January 1, 2024 |  |  | 2,038 |  |  | $ | 16.94 |  |  |  | 5.48 |  |  | $ | 2,558 |
Granted |  |  | 389 |  |  |  | 13.08 |  |  |  |  |  |  |
Exercised |  |  | (584 | ) |  |  | 14.77 |  |  |  |  |  |  |
Forfeited/Canceled |  |  | (211 | ) |  |  | 17.53 |  |  |  |  |  |  |
Options outstanding at December 31, 2024 |  |  | 1,632 |  |  | $ | 16.64 |  |  |  | 5.59 |  |  | $ | 19,520 |
Options vested and expected to vest at December 31, 2024 |  |  | 1,567 |  |  | $ | 16.86 |  |  |  | 5.45 |  |  | $ | 18,436 |
Options exercisable at December 31, 2024 |  |  | 902 |  |  | $ | 21.81 |  |  |  | 3.33 |  |  | $ | 6,569 |
The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of 2024 and the exercise price, times the number of shares that are “in the money”) that would have been received by the option holders had all option holders exercised their options on December 31, 2024. This amount changes based on the fair value of the Company’s stock. The following table summarizes information relative to stock option activity during the years ended December 31, 2024, 2023 and 2022 (in thousands):
|  | 2024 |  |  | 2023 |  |  | 2022 |
Intrinsic value of options exercised |  | $ | 4,804 |  |  | $ | 94 |  |  | $ | 24 |
Fair value of shares vested |  | $ | 658 |  |  | $ | 519 |  |  | $ | 600 |
The following table summarizes information about the exercise prices and related information of stock options outstanding under the Amended 2018 Plan at December 31, 2024:
|  | Options Outstanding |  |  | Options Exercisable |
Exercise Prices ($) |  | Number Outstanding |  |  | Wtd. Avg. Remaining Contractual Life |  |  | Wtd. Avg. Exercise Price |  |  | Number Exercisable |  |  | Wtd. Avg. Remaining Contractual Life |  |  | Wtd. Avg. Exercise Price |
|  | (In thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
0-8.75 |  |  | 300 |  |  |  | 6.68 |  |  | $ | 6.53 |  |  |  | 117 |  |  |  | 6.51 |  |  | $ | 6.83 |
8.75-18.23 |  |  | 702 |  |  |  | 8.16 |  |  | $ | 12.00 |  |  |  | 155 |  |  |  | 5.64 |  |  | $ | 13.59 |
18.23-27.35 |  |  | 290 |  |  |  | 3.10 |  |  | $ | 21.55 |  |  |  | 290 |  |  |  | 3.10 |  |  | $ | 21.55 |
27.35-34.42 |  |  | 340 |  |  |  | 1.38 |  |  | $ | 30.94 |  |  |  | 340 |  |  |  | 1.38 |  |  | $ | 30.94 |
Total |  |  | 1,632 |  |  |  | 5.59 |  |  | $ | 16.64 |  |  |  | 902 |  |  |  | 3.33 |  |  | $ | 21.81 |
The weighted average grant date fair value of options granted during the year ended December 31, 2024, 2023 and 2022 was $6.64, $4.53 and $2.49 per share, respectively. There were 0.4 million, 0.4 million and 0.3 million options granted during the year ended December 31, 2024, 2023 and 2022, respectively. The following table summarizes the status of non-vested stock options as of December 31, 2024 and changes during the year ended December 31, 2024:
|  | Number of Shares |  |  | Wtd. Avg. Grant Date Fair Value |
|  | (In thousands) |  |  |  |
Options non-vested at January 1, 2024 |  |  | 410 |  |  | $ | 2.95 |
Granted |  |  | 389 |  |  |  | 6.64 |
Vested |  |  | (270 | ) |  |  | 2.44 |
Forfeited |  |  | (211 | ) |  |  | 3.59 |
Options non-vested at December 31, 2024 |  |  | 318 |  |  | $ | 4.86 |
As of December 31, 2024, the Company had $2.7 million of unrecognized compensation costs related to non-vested stock option awards that are expected to be recognized over a weighted average period of 2.9 years. Restricted Stock During the year ended December 31, 2024, the Company granted 1,820,838 shares of restricted stock to certain employees and executive officers. Of these awards, 908,992 are market and performance-based awards that will be forfeited if the Company does not achieve certain annual metrics during 2024, 2025 and 2026. The fair value of restricted stock awards, which do not contain a market-based condition, is determined using the closing price of the Company’s common stock on the date of the grant and compensation expense is recognized over the vesting period. Generally, the restricted stock awards vest in equal increments over either a three or four-year period. The vesting of market and performance-based restricted stock grants awarded in 2024 are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to 50% of the shares of restricted stock ("TSR Target Award") can vest at the end of a three-year performance period if GEO meets certain total shareholder return ("TSR") performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, 2024 to December 31, 2026 and (ii) up to 50% of the shares of restricted stock ("ROCE Target Award") can vest at the end of a three-year period if GEO meets certain return on capital employed ("ROCE") performance targets over a three year period from January 1, 2024 to December 31, 2026. These market and performance awards can vest at between 0% and 200% of the target awards for both metrics. The number of shares shown for the market and performance-based awards is based on the target awards for both metrics. During the year ended December 31, 2023, the Company granted 1,758,455 shares of restricted stock to certain employees and executive officers. Of these awards, 422,121 are market and performance-based awards that will be forfeited if the Company does not achieve certain annual metrics over a three-year period from January 1, 2023 to December 31, 2025. The vesting of the market and performance-based restricted stock grants awarded in 2023 are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to 50% of the TSR Target Award can vest at the end of a three-year performance period if GEO meets certain TSR performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, 2023 to December 31, 2025; and (ii) up to 50% of the ROCE Target Award can vest at the end of a three-year performance period if GEO meets certain ROCE performance targets over a three year period from January 1, 2023 to December 31, 2025. These market and performance-based awards can vest at between 0% and 200% of the target awards for both metrics. The number of shares shown for the market and performance-based awards is based on the target awards for both metrics. During the year ended December 31, 2022, the Company granted approximately 1,835,592 shares of restricted stock to its executive officers and to certain senior employees. Of these awards, 1,025,000 are market and performance-based awards that will be forfeited if the Company does not achieve certain annual metrics over a three-year period from January 1, 2022 to December 31, 2024. The vesting of the market and performance-based restricted stock grants awarded in 2022 are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to 50% of the TSR Target Award can vest at the end of a three-year performance period if GEO meets certain TSR performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, 2022 to December 31, 2024; and (ii) up to 50% of the ROCE Target Award can vest at the end of a three-year period if GEO meets certain ROCE performance targets over a three year period from January 1, 2022 to December 31, 2024. These market and performance-based awards can vest at the end of the three-year performance period at between 0% and 200% of the target awards for both metrics. The number of shares shown for the performance-based awards is based on the target awards for both metrics. The metric related to TSR is considered to be a market condition. For share-based awards that contain a market condition, the probability of satisfying the market condition must be considered in the estimate of grant-date fair value. Compensation expense is recognized over the vesting period and previously recorded compensation expense is not reversed if the market condition is never met. Refer to Note 1 - Summary of Business Organization, Operations and Significant Accounting Policies-Stock-Based Compensation Expense, for the assumptions and method used to value these awards. The metric related to ROCE is considered to be a performance condition. For share-based awards that contain a performance condition, the achievement of the targets must be probable before any share-based compensation expense is recorded. The Company reviews the likelihood of which target in the range will be achieved and if deemed probable, compensation expense is recorded at that time. If subsequent to the initial measurement there is a change in the estimate of the probability of meeting the performance condition, the effect of the change in the estimated quantity of awards expected to vest is recognized by cumulatively adjusting compensation expense. If ultimately the performance targets are not met, for any awards where vesting was previously deemed probable, previously recognized compensation expense will be reversed in the period in which vesting is no longer deemed probable. During 2024, 2023 and 2022, the Company deemed the achievement of the target award to be probable and there were no significant changes in the estimated quantity of awards expected to vest. The fair value of these awards was determined based on the closing price of the Company's common stock on the date of grant. The following table summarizes the status of restricted stock awards as of December 31, 2024 and changes during the year ended December 31, 2024:
|  | Shares |  |  | Wtd. Avg. Grant Date Fair value |
|  | (In thousands) |  |  |  |
Restricted stock outstanding at January 1, 2024 |  |  | 3,999 |  |  | $ | 7.78 |
Granted |  |  | 1,821 |  |  |  | 13.65 |
Vested |  |  | (2,107 | ) |  |  | 7.64 |
Forfeited/Canceled |  |  | (55 | ) |  |  | 8.78 |
Restricted stock outstanding at December 31, 2024 |  |  | 3,658 |  |  | $ | 9.77 |
As of December 31, 2024, the Company had $19.7 million of unrecognized compensation cost that is expected to be recognized over a weighted average period of 2.49 years. Employee Stock Purchase Plan The Company previously adopted The GEO Group, Inc. 2011 Employee Stock Purchase Plan (the “Plan" or "ESPP”) effective July 9, 2011. The Company has since amended and restated the Plan (the “Amended ESPP”) which was approved by the Company’s shareholders on April 28, 2021, and became effective on July 9, 2021. The purpose of the Amended ESPP, which is qualified under Section 423 of the Code, is to encourage stock ownership through payroll deductions by the employees of GEO and designated subsidiaries of GEO in order to increase their identification with the Company’s goals and secure a proprietary interest in the Company’s success. These deductions are used to purchase shares of the Company’s common stock at a 5% discount from the then current market price. The maximum number of shares of common stock reserved for issuance over the term of the Amended ESPP on the amended effective date shall not exceed 506,023 shares. The Amended ESPP is considered to be non-compensatory. As such, there is no compensation expense required to be recognized. Share purchases under the Amended ESPP are made on the last day of each month. During the years ended December 31, 2024, 2023 and 2022, 10,923, 20,630 and 25,573 shares of common stock, respectively, were issued in connection with the Plan.

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