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.
|
(c)
On December 21, 2022, Wayne H. Calabrese was appointed Chief
Operating Officer of The GEO Group, Inc. (“GEO” or the “Company”)
effective as of December 21, 2022.
Mr. Calabrese, 72, prior to his appointment as Chief Operating
Officer served as GEO’s Senior Vice President of Legal Services
from September 2021 through December 20, 2022.
Mr. Calabrese originally joined GEO as Vice President of
Business Development in 1989 and served in a range of increasingly
senior positions, retiring in December 2010 as Vice Chairman of the
Board, President and Chief Operating Officer of the Company. Before
joining GEO, Mr. Calabrese held various legal positions in
Ohio for the City of Akron, Summit County, and the Akron
Metropolitan Housing Authority, after which he was a partner in a
small law firm in Akron, Ohio. He received his bachelor’s degree in
Secondary Education from the University of Akron and his Juris
Doctor from the University of Akron Law School. Mr. Calabrese
brings extensive knowledge and experience to GEO’s management team.
His legal training and experience, together with his prior service
in various GEO leadership positions, makes him uniquely qualified
to serve as GEO’s Chief Operating Officer.
Mr. Calabrese has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K, has no
arrangement or understanding between him and any other person
relating to his appointment as an officer required to be disclosed
pursuant to Item 401(b) of Regulation S-K and has no
family relationships required to be disclosed pursuant to Item
401(d) of Regulation S-K.
The Company and Mr. Calabrese will enter into a new or amended
employment agreement reflecting Mr. Calabrese’s appointment as
Chief Operating Officer, which will establish his annual base
salary, his eligibility to receive a target annual performance cash
award equal to a percentage of his annual base salary, and his
eligibility to participate in the Company’s stock incentive plan,
consistent with the compensation packages provided to other senior
management executives, as determined by the Company’s Compensation
Committee. Mr. Calabrese’s compensation arrangement prior to his
appointment as Chief Operating Officer provided for an annual base
salary of $525,000, a target annual performance cash award of 75%
of his annual base salary and participation in the Company’s stock
incentive plan, as determined by the Company’s Compensation
Committee.
(d)
On December 27, 2022, the Board of Directors (the “Board”) of
GEO, having received the recommendation of the Nominating and
Corporate Governance Committee, approved the expansion of the size
of the Board from nine to ten members until the end of
Ms. Anne Foreman’s term as a director. Ms. Foreman will not be
seeking reelection to the Board at the end of her current term at
the 2023 Annual Meeting of Shareholders (the “2023 Annual
Meeting”), Upon the expiration of Ms. Foreman’s current term, the
number of directors will decrease from ten to nine.
Also effective December 27, 2022, the Board appointed
Ms. Lindsay Koren to serve as a director on the Board of GEO
for a term expiring at the 2023 Annual Meeting, at which time her
continued service on the Board will be subject to renomination and
shareholder approval. The appointment of Ms. Koren was not
pursuant to any arrangement or understanding between her and any
other person.
Ms. Koren is currently the Senior Vice President, Division
General Counsel for Darden Restaurants, where she leads the
Ethics & Compliance program, and has been with Darden
Restaurants since 2015. Ms. Koren served as a Senior Director
for international compliance and an Assistant General Counsel at
Walmart from January 2011 until early 2015. At Walmart,
Ms. Koren advised the business on legal and compliance matters
for Walmart’s global business, operating in 26 countries.
Ms. Koren also previously served as a trial attorney with the
U.S. Department of Justice from 2004 to 2007, representing the
government in appellate litigation matters, and as an attorney
advisor to the Chief Immigration Judge.
Ms. Koren will be compensated in accordance with the Company’s
previously disclosed compensation program for directors who are not
employees as described under the heading “Director Compensation” in
the Proxy Statement on Schedule 14A for the Company’s 2022 Annual
Meeting of Shareholders filed on March 17, 2022, and as may be
amended in the future.
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