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Subsequent Events | 12 Months Ended
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Dec. 31, 2024
Subsequent Events [Abstract] |
Subsequent Events | 17. Subsequent Events Executive Officer Developments On February 24, 2025, Dr. George Zoley, the Company's Founder and Executive Chairman of the Company, and the Board discussed their mutual desire for Dr. Zoley to continue to serve as Executive Chairman beyond the original term that concludes on June 30, 2026 on terms to be mutually agreed upon. Although Dr. Zoley and the Company had previously contemplated Dr. Zoley concluding his term as Executive Chairman on June 30, 2026 and continuing to serve as an Advisor and as Non-Executive Chairman, the Board and Dr. Zoley believe it would be in the bests interests of the Company for Dr. Zoley to continue in the role of Executive Chairman given the large volume of new federal contract opportunities. Also on February 24, 2025, Mr. Wayne Calabrese, President and Chief Operating Officer of GEO informed the Company that he will be retiring from his executive officer roles effective March 31, 2025 (the “Effective Date”). The Company and Mr. Calabrese intend to enter into a consulting agreement pursuant to which Mr. Calabrese will serve as a consultant to GEO following his retirement. Board Developments On February 25, 2025, Terry Mayotte resigned for personal reasons from the Board and all Board committee positions of the Company effective immediately following the Company’s 2025 Annual Meeting of Shareholders. Mr. Mayotte’s decision to resign from the Board did not involve any disagreement with GEO, management, or the Board. On February 25, 2025, the Board approved a decrease to the number of directors which constitute the whole Board from nine directors to seven directors, effective as of the date of the Company’s 2025 Annual Meeting of Shareholders. The effect of the approval is an amendment to Article V, Section 1 of the Company’s Third Amended and Restated Bylaws. Executive Officer Compensation Developments On February 24, 2025, the Compensation Committee of the Board unanimously approved the grant of a one-time special recognition stock award to Dr. Zoley, in the amount of 207,862 shares of restricted stock, to be granted on March 3, 2025 (the “Grant Date”), which will vest on the one-year anniversary of the Grant Date. On February 24, 2025, the Compensation Committee approved and recommended to the Board that it approve certain modifications to GEO's long-term equity incentive plan for senior management (the “LTIP”) administered under the Second Amended and Restated 2018 Stock Incentive Plan. The Board approved the modifications to the LTIP on February 25, 2025. GEO's prior awards under the LTIP consisted 100% of performance-based restricted stock using two vesting metrics to calculate the performance stock award payouts: (1) TSR and (2) ROCE. Under the amended LTIP, stock awards to senior management beginning in 2025 will consist of an award where 50% of the stock award is time-based restricted stock vesting over three years and 50% of the stock award will consist of a performance-based award of restricted stock using the performance metrics of TSR and ROCE to calculate payouts (50% of the performance-based component will use TSR and 50% of the performance-based component will use ROCE). The maximum payout of stock under the performance-based component of the award will be capped at 180%, down from 200%.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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