621 NW 53rd Street, Suite 7004955 Technology Way

Boca Raton, Florida 3348733431

Telephone: (561)893-0101

March 13, 201822, 2024

Dear Shareholder:

You are cordially invited to attend the 20182024 annual meeting of the shareholders of The GEO Group, Inc. We will hold the meeting virtually, conducted via live audio webcast at www.virtualshareholdermeeting.com/GEO2024 on Tuesday, April 24, 2018,Friday, May 3, 2024, at 9:10:00 a.m.A.M. (EDT).

This year we are furnishing proxy materials to our shareholders primarily on the Internet rather than mailing paper copies of the materials to each shareholder. As a result, most of you will receive a Notice of Internet Availability of Proxy Materials instead of paper copies of this proxy statement and our annual report. The notice contains instructions on how to access the proxy statement and the annual report over the Internet, as well as instructions on how to request a paper copy of our proxy materials. This process will significantly lowerlowers the costs of printing and distributing our proxy materials. On or about March 13, 2018,22, 2024, we mailed to shareholders a Notice of Internet Availability of Proxy Materials.

Your vote is very important to us. Whether or not you plan to attend the meeting virtually, your shares should be represented and voted. After reading the enclosed proxy statement, please vote your shares as soon as possible. Shareholders may vote via the Internet at www.virtualshareholdermeeting.com/GEO2018,GEO2024, by telephone, or by completing and returning a proxy card. Submitting a vote before the annual meeting will not preclude you from voting virtually at the meeting should you decide to attend. If you wish to participate in the meeting, please refer to page 57pages 74 for additional guidelines.

Sincerely,

George C. Zoley

Chairman of the Board,

Chief Executive Officer and FounderChairman

TABLE OF CONTENTS

THE GEO GROUP, INC.

621 NW 53rd Street, Suite 7004955 Technology Way

Boca Raton, Florida 3348733431

Telephone: (561)893-0101

Notice of Annual Meeting of Shareholders on April 24, 2018May 3, 2024

March 13, 201822, 2024

The annual meeting of the shareholders of The GEO Group, Inc. will be held on Tuesday, April 24, 2018,Friday, May 3, 2024, at 9:10:00 a.m.A.M. (EDT). The meeting will be held virtually, conducted via live audio webcast at www.virtualshareholdermeeting.com/GEO2024 for the purpose of considering and acting on the following proposals:

Only shareholders of GEO’s common stock of record at the close of business on February 27, 2018,March 11, 2024, the record date and time fixed by the boardBoard of directors,Directors, are entitled to notice of and to vote at the annual meeting. Additional information regarding the proposals to be acted upon at the annual meeting can be found in the accompanying proxy statement.proxy.

The Securities and Exchange Commission (“SEC”) has adopted a “Notice and Access” rule that allows companies to deliver a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to shareholders in lieu of a paper copy of the proxy statement and related materials and the Company’s Annual Report to Shareholders (the “Proxy Materials”). The Notice of Internet Availability provides instructions as to how shareholders can access the Proxy Materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions as to how shares can be voted. Shares must be voted either by telephone, online or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the Proxy Materials are also set forth on the Notice of Internet Availability.

By Order of the Board of Directors,

John J. BulfinJoe Negron

Senior Vice President, Legal Services, General Counsel

and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING TO BE HELD ON TUESDAY, APRIL 24, 2018.FRIDAY, MAY 3, 2024.

GEO’s proxy statement and annual report are available online at: www.proxyvote.com

i

PROXY STATEMENT

THE GEO GROUP, INC.

621 NW 53rd Street, Suite 7004955 Technology Way

Boca Raton, Florida 3348733431

Telephone: (561)893-0101

March 13, 201822, 2024

The GEO Group, Inc. (“GEO,” the “Company,” “we” or “us”) is furnishing this proxy statement in connection with the solicitation of proxies by our board of directors (the “Board of Directors” or “Board”) for use at the annual meeting of shareholders on April 24, 2018,May 3, 2024, at 9:10:00 a.m.A.M., Eastern Daylight Time. This year’s annual meeting will be a virtual meeting of shareholders, conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/GEO2018.GEO2024. Please note that the proxy card provides a means to withhold authority to vote for any individual director nominee. Also note that the format of the proxy card provides an opportunity to specify your choice between approval, disapproval or abstention with respect to any individual director nominee and the proposals indicated on the proxy card. A proxy card which is properly executed, returned and not revoked will be voted in accordance with the instructions indicated. A proxy voted by telephone or the Internet and not revoked will be voted in accordance with the shareholder’s instructions. If no instructions are given, proxies that are signed and returned or voted by telephone or the Internet will be voted as follows:

“FOR” the election of the nominated directors for the ensuing year;

“FOR” the proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accountants of GEO for the fiscal year 2018;2024;

“FOR” the advisory approval of the resolution on named executive officer compensation;

“FOR”FOR” the proposal to approveThe GEO Group, Inc.approve the Second Amended and Restated 2018 Stock Incentive Plan;

“FOR” the proposal to approve the Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 187,500,000 to 225,000,000 shares; and

“AGAINST”AGAINST” the shareholder proposal regarding shareholder proxy access,a third-party racial equity audit and report, if properly presented before the meeting.

Under New York Stock Exchange rules, brokerage firms have authority to vote shares on routine matters for which their customers do not provide voting instructions. The ratification of the appointment of Grant Thornton LLP as our independent registered public accountants for 20182024 is considered a routine matter. The approval of the Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 187,500,000 to 225,000,000 (the “Authorized Shares Amendment”) is also considered a routine matter. As a result, if you hold your shares through a broker and do not direct the broker how to vote your shares on thisthese routine matter,matters, your broker may vote the shares on your behalf.

Under New York Stock Exchange rules, the election of directors, the advisory vote to approve named executive officer compensation, the proposal to approve the Second Amended and Restated 2018 Stock Incentive Plan, and the shareholder proposal are not considered a routine matter.matters. As a result, if a brokerage firm does not receive voting instructions from the beneficial owner of shares held by the firm, those shares will not be voted and will be considered brokernon-votes with respect to those matters. A brokernon-vote will have no effect on the election of directors, the advisory vote to approve named executive officer compensation, the proposal to approve the Second Amended and Restated 2018 Stock Incentive Plan and the shareholder proposal.

This proxy statement, the notice of annual meeting, the proxy card and our 20172023 annual report will be mailed or made accessible via the Internet on or about March 13, 2018.22, 2024.

Management is not aware of any other matters to be presented for action by shareholders at the annual meeting.

Holders of GEO common stock at the close of business on February 27, 2018,March 11, 2024, the record date, will be entitled to one vote for each share of common stock outstanding in their name on the books of GEO at that date. On February 27, 2018,March 11, 2024, GEO had 123,646,068126,899,232 shares of common stock outstanding.

1

The presence, in person or by proxy, of at least a majority of the total number of shares of common stock outstanding on the record date will constitute a quorum for purposes of the annual meeting. The election of directors requires a majority of the votes cast. The appointment of Grant Thornton LLP will be ratified if the number of votes cast in favor of ratification exceeds the number of votes cast against ratification. The advisory vote to approve named executive officer compensation will be approved if the number of votes cast in favor of approval exceeds the number of votes cast against approval. The proposal to approve the Second Amended and Restated 2018 Stock Incentive Plan will be approved if the number of votes cast in favor of approval exceeds the number of votes cast against approval. The proposal to approve the Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 187,500,000 to 225,000,000 shares requires the affirmative vote of a majority of the shares of common stock entitled to vote. The shareholder proposal will be approved if the number of votes cast in favor orof approval exceeds the number cast against approval. Shares of common stock represented by proxies that reflect abstentions or “brokernon-votes” (i.e., shares held by a broker or nominee which are represented at the annual meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum for the proposal but will not be counted as “votes cast” with respect to the election of directors, the advisory vote to approve named executive officer compensation, the proposal to approve the Second Amended and Restated 2018 Stock Incentive Plan and the shareholder proposal. Abstentions will have the same effect as an “against” vote on the Authorized Shares Amendment. As noted above, we believe that the Authorized Shares Amendment will be considered a “routine” matter and, as a result, we do not expect there to be any broker non-votes on the Authorized Shares Amendment. If, however, a broker non-vote occurs (or if your shares are not affirmatively voted in favor of the Authorized Shares Amendment for any other reason), it will have the same effect as an “against” vote on the Authorized Shares Amendment. If less than the majority of the outstanding shares of common stock are represented at the annual meeting, a majority of the shares so represented may adjourn the annual meeting to another date and time.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting to be held on Tuesday, April 24, 2018.Friday, May 3, 2024 at 10:00 a.m. The Proxy Statement and

2017and 2023 Annual Report to Shareholders are available atwww.proxyvote.com. www.proxyvote.com.

Any person giving a proxy has the power to revoke it any time before it is voted by providing written notice to GEO addressed to the Corporate Secretary, by executing and delivering a later dated proxy, or by participating in the meeting and voting the shares electronically.

The costs of preparation, assembly and mailing this proxy statement and the accompanying materials will be borne by GEO. GEO will also pay the cost of soliciting your proxy and reimbursing brokerage firms and others for forwarding proxy materials to you. Certain of GEO’s officers, directors and employees may participate in the solicitation of proxies by mail, personal interview, letter, fax and telephone without additional consideration.

2

PROPOSAL 1:

ELECTION OF DIRECTORS

Director Nominees

GEO’s boardBoard of directorsDirectors is currently comprised of six (6)eight (8) members. Eight directors are nominated for election at our annual meeting, including seven independent directors and our Executive Chairman. All of the nominees are presently directors of GEO andGEO. All nominees were elected by the shareholders at GEO’s 20172023 annual meeting. Each director is elected to serve a one-year term, with all directors subject to annual election.

If instructed, the persons named on the accompanying proxy card will vote for the election of the nominees named below to serve for the ensuing year and until their successors are duly elected and qualified. If any nominee for director shall become unavailable (which management has no reason to believe will be the case), it is intended that the shares represented by the enclosed proxy card will be voted for any such replacement or substitute nominee as may be nominated by the boardBoard of directors.Directors.

The following is a brief biographical statement for each director nominee:

Director Nominees

3

		Richard H. GlantonScott M. Kernan — Mr. GlantonKernan has served as a director of GEO since 1998.September 2018. Mr. Glanton is the Founder and hasKernan served as Chairman,the Agency Secretary of the California Department of Corrections and Chief Executive OfficerRehabilitation (“CDCR”) from January 2016 until August 2018. Prior to that time, Mr. Kernan was appointed the Undersecretary of Electedface Inc., a websiteOperations of CDCR beginning in September 2008 and served in that connects votersposition until retiring in October 2011. In March of 2015, Mr. Kernan returned to the elected and appointed officials who represent them in political districts where they serve. Mr. Glanton was Senior Vice President of Corporate Development at Exelon CorporationUndersecretary position from 2003-2008. From 1983 to 2003, he was a Partner at Wolf Block LLP(1983-86) and at Reed Smith LLP (1986-2003). From 1990 to 1998, he served as President of the Barnes Foundation in Merion, Pennsylvania, a foundation established to promote education and the appreciation of fine arts and horticulture. Mr. Glanton has approximately 33 years of continuous experience serving on boards of publicly traded companies, private companies andnon-profit institutions. Mr. Glanton is a member of the board of directors, lead director, a member of the Executive Committee, and Chairman of the Risk Management and Investment Committee and served as CEO Succession Committee Chairman of Aqua America Corporation, a publicly traded holding company for regulated utilities providing water and wastewater services. Mr. Glanton is also a member of the board of directors and Chairman of the Compensation Committee of Mistras Group, Inc., a publicly traded company providing technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. From 1990 until 2003, he served as director of PECO Energy and Exelon Corporation Boards until he resigned to assume a senior management position within PECO\Exelonhis retirement at the request of its Chairman. HeCalifornia Governor Jerry Brown and worked in that capacity until January 2016. From October 2011 until March 2015, Mr. Kernan owned his own independent consulting firm that specialized in corrections and criminal justice. From March 2007 to September 2008, Mr. Kernan served as a directorthe Chief Deputy Secretary of CGUAdult Operations of North America, partCDCR. Prior to that time, Mr. Kernan served as the Deputy Director of the Scotland based groupDivision of property casualty insurance companies,Adult Institutions of CDCR from May 2006 to March 2007. From November 2004 to May 2006, Mr. Kernan served as the Warden of the California State Prison, Sacramento, a Level IV maximum-security institution. From October 2003 to November 2004, Mr. Kernan served as the Warden of the Mule Creek State Prison, a Level III/IV institution. From March 1983 to October 2003, when it was sold to White Mountain Group of Exeter, New Hampshire and Berkshire Hathaway. From 1986 to 1988, Mr. Glanton served asCo-chairman of the George H. W. Bush National Finance Committee for Vice President of The United States and Chairman of the Pennsylvania Bush (41) Finance Committee. Mr. Glanton has served on the boards of the followingnon-profit institutions: Children Hospital of Philadelphia, Hahnemann University Hospital, Boy Scouts of Southeast Pennsylvania, Philadelphia Community College, Lincoln University and Morris Arboretum of the University of Pennsylvania. He received his bachelor’s degree in English from the University of West Georgia in Carrollton, Georgia and his juris doctor from the University of Virginia School of Law in Charlottesville, Virginia. On July 13, 2017, Mr. Glanton filed for personal bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey. Mr. Glanton filed a proposed reorganization plan on December 5, 2017. On March 8, 2018, Mr. Glanton filed a motion for the voluntary dismissal of the bankruptcy case.Kernan held various correctional positions with CDCR.   Mr. Glanton’sKernan brings invaluable expertise with the California Department of Corrections and Rehabilitation. His industry knowledge and experience in utility acquisitions, his experience as a directorwill strengthen the Board of other publicly-traded companies and his demonstrated leadership roles in other business activities are important qualifications for the board of directors. His extensive corporate finance and legal knowledge also contribute to the board of directors’Directors’ collective knowledge, capabilities and experience.

		Christopher C. WheelerLindsay L. Koren — Mr. WheelerMs. Koren has served as a director of GEO since 2010. Mr. Wheeler retiredDecember 2022. 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 Proskauer Rose LLPJanuary 2011 until early 2015. At Walmart, Ms. Koren advised the business on legal and compliance matters for Walmart’s global business, operating in January 2010, where he26 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 brings extensive legal, compliance, including international compliance, immigration and appellate litigation experience to the Board of Directors. Her experience as a member of the Corporate Department and a partner in the firm’s Floridageneral counsel’s office for nearly 20 years. Mr. Wheeler has had extensive experience in real estate and corporate law, institutional lending, administrative law and industrial revenue bond financing. He has acted as counsel for developers, institutions and large property holders in connection with the purchase, sale, refinancing or operation of real estate properties. Mr. Wheeler is a graduate of Hamilton College and Cornell Law School and was a member of the managing Board of Editors of the Cornell Law Review. Active in professional, charitable and philanthropic matters and community affairs, Mr. Wheeler presently serves onother companies strengthens the Board of Trustees of the Boca Raton Regional Hospital and BRRH Corporation, the parent organization for Boca Raton Regional Hospital. He is a former member of the Board of Directors of Pine Crest Preparatory School, the Board of Directors of Ronald McDonald House Charities of South Florida, and the Board of Directors of the Florida Atlantic University Foundation. Mr. Wheeler also served as a member of the Grievance Committee for the Fifteenth Judicial Circuit of Florida.
		Mr. Wheeler brings extensive real estate, finance and legal knowledge to the board of directors. His credentials in lending and bond financing strengthens the board of directors’Directors’ collective knowledge, capabilities and experience.

4

5

		George C. Zoley — Mr.Dr. Zoley iswas appointed Executive Chairman of The GEO Group, Inc. effective July 1, 2021 pursuant to the Company’s succession plan for the Company’s Chief Executive Officer position. Dr. Zoley previously served as GEO’s Chairman of the Board Chief Executive Officer and Founder.since 2002. He served as GEO’s Vice Chairman and Chief Executive Officer from January 1997 to May of 2002. Mr.Dr. Zoley has served as GEO’s Chief Executive Officer since the company went public in 1994.1994 through June 2021. Prior to 1994, Mr.Dr. Zoley served as President and Director since GEO’s incorporation in 1988. Mr.Dr. Zoley founded GEO in 1984 and continues to be a major factor in GEO’s development of new business opportunities in the areas of correctional and detention management, community reentry, electronic monitoring, offender rehabilitation, and other diversified government services. Mr.Dr. Zoley also serves as a director of several business subsidiaries through which The GEO Group, Inc. conducts its operations worldwide.   Mr.Dr. Zoley has bachelor’s and master’s degrees in Public Administration from Florida Atlantic University (FAU) and a Doctorate Degree in Public Administration from Nova Southeastern University (NSU). For seven years, Mr.Dr. Zoley served as a member of the Board of Trustees of Florida Atlantic University in Boca Raton, Florida, and previously served as Chairman of the Board of Trustees. Mr.Dr. Zoley was born in Florina, Greece and was the recipient of the Ellis Island Medal of Honor in 2002.   As GEO’s founder, his knowledge, experience, and leadership are invaluable to the operation and development of the company. His more than 3040 years with the company make him uniquely qualified to be GEO’s Chairman of the Board and Chief Executive Officer.Chairman.

Recommendation of the Board of Directors

The boardBoard of directorsDirectors unanimously recommends a vote “FOR”“FOR” each of the sixeight nominees for director.

Director Emeritus

6

EXECUTIVE OFFICERS OF GEO

The executive officers of GEO as of February 27, 2018March 11, 2024 are as follows:

George C. Zoley — Please refer to the biographical information listed above in the “Director Nominees” section.

Brian R. Evans — Brian R. Evans joined GEO in 2000 and has over 20 years of business management experience. Since joining the company, Mr. Evans has served in increasingly senior business management positions including as Vice President of Finance, Chief Accounting Officer, and Controller, and was namedas GEO’s Senior Vice President and Chief Financial Officer in 2009.

Asfrom 2009 through 2023, and was named Chief FinancialExecutive Officer, Mr. Evans is responsible for the overall financial management of GEO and its subsidiaries and the Company’s acquisition and growth initiatives.effective January 1, 2024. Since joining the Company, Mr. Evans has overseen significant financial growth and shareholder value creation.

During his tenure at GEO, Mr. Evans has been instrumental in successfully executing the Company’s strategy for three secondary public offerings of equity; the execution of multiple financing transactions; and the successful completion of major business transactions including the acquisitions of Correctional Services Corporation in 2005, CentraCore Properties Trust in 2007, Cornell Companies in 2010, BI Incorporated in 2011, LCS Corrections in 2014 and Community Education Centers in 2017. Mr. Evans was also instrumental in GEO’s highly successful conversion to a Real Estate Investment Trust in 2013.

Prior to joining GEO, Mr. Evans worked for Arthur Andersen LLP as a Manager in the Audit and Business Advisory Services Group from 1994 until joining GEO. During his tenure at Arthur Andersen, Mr. Evans supervised the financial statement audits of both public and private companies and city and county governments. From 1990 until 1994, Mr. Evans served as an Officer in the Supply Corps of the United States Navy and was assigned to the USS Monterey in Jacksonville, Florida.

Mr. Evans graduated in 1990 from the University of Notre Dame with a Bachelor’s Degree in Accounting. Mr. Evans is a member of the American Institute of Certified Public Accountants.

J. David DonahueWayne Calabrese — J. David DonahueMr. Calabrese was appointed GEO’s President and Chief Operating Officer in January 2024 and previously served as GEO’s Senior Vice President and Chief Operating Officer from December 2022 through December 2023 and GEO’s Senior Vice President of Legal Services from September 2021 through December 2022. Mr. Calabrese brings extensive knowledge and experience to GEO’s management team. His experience, together with his prior service in various GEO leadership positions, makes him uniquely qualified to serve as GEO’s President and Chief Operating Officer. Mr. Calabrese had previously served as Vice Chairman of

7

Joe Negron — Mr. Negron joined GEO in December 2018, became Senior Vice President, General Counsel and Corporate Secretary effective January 2019 and became GEO’s Senior Vice President, GEO CorrectionsLegal Services, General Counsel and Detention in January 2016.

Corporate Secretary effective December 2022. Prior to joining GEO, Mr. DonahueNegron had 30 years of experience in business law and complex corporate and commercial litigation. Mr. Negron has worked for several prestigious Florida law firms throughout his career, most recently in the litigation practice at Akerman LLP. Mr. Negron also served in the Florida Legislature for fifteen years, including service as Commissionerboth House and Senate Appropriations Chair, as well as President of the Indiana DepartmentFlorida Senate in his final term.

Mr. Negron received his undergraduate degree from Stetson University, his Juris Doctor degree from Emory University School of Correction. As Commissioner, he ledLaw and a workforce of over 9,000 employees, supervising nearly 39,000 offendersMasters in addition to 3,000 Juvenile Offenders and those individuals placed on community supervision. During his tenure with Indiana,Public Administration from Harvard University.

Matthew T. Albence — Mr. Donahue worked diligently to instill best correctional practices. He employed his leadership skills to provide better protection to the public through an improvedsex-offender registry system, enhanced facility

security with the addition ofstate-of-the-art equipment and protocols, consolidated services to increase departmental efficiency and effectiveness, and prepared offenders for reentry using model case management practices.

Prior to leading the Indiana Department of Correction, Mr. Donahue servedAlbence joined GEO in 2022 as Deputy Commissioner for the Kentucky Department of Corrections. In this position, he provided administrative policy direction to all departmental divisions. He was responsible for the planning and supervision of duties for the Directors of the Division of Administrative Services, the Division of the Corrections Training, the Division of Correctional Industries, and the Branch Managers of Offender Information and Information and Technology.

Mr. Donahue began his corrections career as a Correctional Officer. During his correctional career he moved up the ranks serving in various positions including Case Worker, Unit Manager, Executive Assistant and Warden of several facilities in the country. Mr. Donahue now serves asSenior Vice President of the American Correctional Association (“ACA”) and is anACA-Certified Corrections Executive. In addition, he is an active member of the ACA and serves on the Restrictive HousingSub-Committee.Client Relations. Since September 2020, Mr. Donahue is also a member of the Association of State Correctional Administrators. He attended Eastern Kentucky University, where he earned his Bachelors of Science in Police Administration. He later attended Spalding University, where he completed coursework in the Masters of Arts in Teaching Graduate Program.

Ann M. Schlarb —Dr. Schlarb joined GEO in 2011 as Vice President of Intensive Supervision and Appearance Program (“ISAP”) Services as a result of GEO’s acquisition of B.I. Incorporated, (“B.I.”). Dr. Schlarb joined BI Incorporated in 1995 and was involved in the development, implementation, and operations of two different national programs, one providing supervision and treatment services to offenders in the Criminal Justice System, and the other overseeing field operations for the immigration services division of BI. Dr. Schlarb left BI briefly to complete her doctoral degree in 2009 in Organizational Psychology, during which she remained a consultant. Dr. Schlarb was named Divisional Vice President in May 2012 and managed the BI location monitoring and immigration services division within GEO Care. Promoted to Senior Vice President and President of GEO Care in July 2014, Dr. Schlarb is now responsible for the GEO Care division of GEO, which encompasses the ‘GEO Continuum of Care’ organization, intensive residential andnon-residential programming, youth services, electronic monitoring equipment and services, and community-based immigration services.

Dr. Schlarb began her Criminal Justice career in 1986 working as a detention and probation officer, and later as Assistant Director of Operations and Treatment for a Probation Violators facility in San Antonio, Texas. She earned her Master’s degree in Organizational Management and holds several criminal justice certifications.

John J. Bulfin — As GEO’s General Counsel and Secretary since 2000, Mr. Bulfin has oversight responsibility for all of GEO’s corporate governance, litigation, investigations, and professional responsibility.

Mr. Bulfin is a member of the Florida Bar and the American Bar Associations. He has been a trial lawyer since 1978 and is a Florida Bar Board Certified Civil trial lawyer. He has served on the Grievance Committee for the Fifteenth Judicial Circuit of Florida andAlbence has served as a memberPrincipal at GrindStone Strategic Consulting, LLC, a boutique consulting firm providing services in the area of the Board of Directors of the Leukemianational security, law enforcement, business development, and Lymphoma Society of Palm Beach.

management and leadership consulting. Prior to joining GEOthat, Mr. Albence had a 26-year career in 2000,federal law

8

enforcement. From May 2012 to August 2020, Mr. Bulfin wasAlbence served in a founding partnervariety of roles for U.S. Immigration and Customs Enforcement, culminating as the law firm Wiederhold, Moses, Bulfin & Rubin,Acting Director, where he led an organization of 20,000 professionals in West Palm Beach, Florida. Mr. Bulfin attended the University of Florida, received his bachelor’s degree cum laude from Regis College in Denver, Coloradoover 400 domestic and his juris doctor from Loyola University School of Law in Chicago, Illinois.

David J. Venturella — Mr. Venturella joined GEO in 2012 as Executive Vice President, Corporate Development. In 2014, he was promoted to Senior Vice President, Business Development. Mr. Venturella isinternational offices, responsible for leading GEO’s business and proposal development efforts.

Prior to joining GEO, Mr. Venturellathe enforcement of hundreds of federal statutes. He also served in various leadership positions including as theDeputy Director, Executive Associate Director for the Office of Enforcement and Removal Operations, for ICE from February 2011 to June 2012.

In addition to his22-year career with ICE, Mr. Venturella has worked in the private sector in business development and strategic planning. From May 2004 to September 2007, he served as Vice President of the Homeland Security Business Unit for USIS in Falls Church, Virginia, where he was credited with increasing annual revenues by an average of 15 percent during his tenure. He also served asAssistant Director of Business Development for USIS in the company’s Professional Services Division and served as Director of Business Development for the Global SecurityEnforcement and Engineering Services Unit withL-3 Communications in Chantilly, Virginia from September 2007 to May 2008. David Venturella has more than 26 years experience in federal law enforcement operations and business development. His expertise includes strategic planning, organizational management, project development and program execution.Removal Operations Enforcement Division.

Mr. Venturella hasAlbence holds a BachelorB.S. in Justice from American University and a M.S. in Administration of Science degree in Political ScienceJustice from Bradley University in Peoria, Illinois. He has also completed the Harvard/MIT Executive Leadership Course at Harvard University’s Kennedy School of Government.Southern Illinois University.

Richard K. Long — Mr. Long joined GEO in 2017 as Senior Vice President of Project Development after a distinguished career working for Balfour Beatty Construction for the last 30 years.

Mr. Long has developed extensive expertise with commercial and federal government construction as well as engineering projects using design-build and construction management at risk delivery methods for both public and private sector clients, with a combined construction value in excess of $5.0 billion. During his30-year career at Balfour Beatty Construction, Mr. Long held positions of Civil Engineer, Project Engineer, Chief Estimator, Assistant Project Manager, Vice President of Preconstruction, Senior Vice President of Business Acquisition, and Senior Vice President & South Florida Business Unit Leader responsible for leading Balfour Beatty’s $600 million annual South Florida business.

With 32over 30 years of construction experience, Mr. Long also finds time for industry service. He is a long-time member and past-chairman of Florida’s largest chapter of the Associated Builders and Contractors (“ABC”). Additionally, as founding member and past-president of the Society of American Military Engineers (“SAME”) South Florida chapter, Mr. Long accepted multiple accolades at the association’s 2012 National Joint Engineer Training Conference.

Mr. Long received his Bachelor of Science in Civil Engineering from the University of Missouri and a Bachelor of Science in Construction Management from the University of Louisiana-Monroe.

Christopher D. Ryan — Mr. Ryan joined GEO in 2011 and has over 30 years of human resources experience. Since joining the company, Mr. Ryan has served in increasingly senior human resources positions, including the Director of Employee and Labor Relations, Vice President of Employee and Labor Relations, Executive Vice President of Human Resources, and was subsequently promoted to Senior Vice President of Human Resources in 2023. Mr. Ryan also leads the Company’s diversity, equity, and inclusion (DEI) efforts. DEI remains a top business priority, given the fact that more diverse and inclusive companies tend to outperform other employers. Prior to joining The GEO Group, Mr. Ryan held numerous human resources leadership roles at American Airlines, Florida Power & Light and Southern Wine & Spirits of America. Mr. Ryan is also actively involved in the community and sits on the Board of Directors of several 501(c)(3) non-profit organizations serving youth and other residents of Palm Beach County, Florida.

Mr. Ryan holds a Bachelor’s of Science degree in Community Health Services from the State University of New York, Plattsburgh.

Ronald A. Brack — Mr. Brack assumed the role of Vice President, Chief Accounting Officer and Controller for the Company in August 2009. Mr. Brack was GEO’s Vice President and Controller from January 2008 to August 2009 and Controller from April 2007 to January 2008. Mr. Brack joined GEO in May 2005 as Assistant Controller. From 2000 until joining GEO, Mr. Brack was with Fort Lauderdale, Florida based NationsRent, Inc. where his most recent position was Assistant Controller. From 1997 to 2000, Mr. Brack was with the Fort Lauderdale office of Arthur Andersen, LLP where his most recent position was Senior Auditor in the Audit and Business Advisory Services Group. Prior to that time, Mr. Brack spent over ten years in the fleet management business with World Omni Leasing, Inc. and GE Capital Fleet Services.

Mr. Brack attended Florida Atlantic University and hasholds a bachelor’sBachelor’s of Arts degree in Economics from Vanderbilt University. He is a member of the American Institute of Certified Public Accountants.

Shayn P. March — Mr. March joined GEO as Vice President of Finance and Treasurer in March 2009. Prior to joining GEO, Mr. March served as a Managing Director for the Corporate Investment Banking group at BNP Paribas, where he worked for eleven years in increasing capacities. From 1995 to 1997, Mr. March was employed at Sanwa Bank in the Corporate Finance Department. From 1988 to 1994, Mr. March was employed at UJB Financial in the Finance and Credit Audit Departments. Mr. March earned his Masters in Business Administration in Financial Management from the Lubin School of Business at Pace University and his Bachelor of Arts in Economics at Rutgers University.

9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of GEO’s common stock that were beneficially owned at February 27, 2018March 11, 2024 (unless stated otherwise) by (i) each director and each nominee for election as director at the 20182024 annual meeting of shareholders, (ii) each named executive officer (“NEOs”) (as defined below), that is not a director, (iii) all directors, director nominees and executive officers as a group, and (iv) each person or group who was known by GEO to beneficially own more than 5% of GEO’s outstanding common stock.

10

THE BOARD OF DIRECTORS, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION

GEO’s boardBoard of directorsDirectors held nineseven meetings during fiscal year 2017.2023. Each director attended at least 75% of the total number of meetings of the boardBoard of directorsDirectors and of the meetings held by all board committees on which such director served.

Director Independence

Pursuant to the corporate governance standards applicable to companies listed on the New York Stock Exchange (“NYSE”), the boardBoard of directorsDirectors must be comprised of a majority of directors who qualify as independent directors. In determining independence, each year the boardBoard of directorsDirectors affirmatively determines whether directors have a “material relationship” with GEO. When assessing the “materiality” of a director’s relationship with GEO, the boardBoard of directorsDirectors considers all relevant facts and circumstances, not merely from the director’s standpoint, but also from that of the persons or organizations with which the director has an affiliation. An independent director is free from any relationship with GEO that may impair the director’s ability to make independent judgments. Particular attention is paid to whether the director is independent from management and, with respect to organizations affiliated with a director with which GEO does business, the frequency and regularity of the business conducted, and whether the business is carried out at arm’s length on substantially the same terms to GEO as those prevailing at the time from unrelated third parties for comparable business transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships.

Applying the NYSE’s independence standards, the boardBoard of directorsDirectors has determined that, Clarence E. Anthony, AnneThomas C. Bartzokis, Jack Brewer, Scott M. Kernan, Lindsay L. Koren, Terry Mayotte, Andrew N. Foreman, Richard H. Glanton, Christopher C. WheelerShapiro and Julie Myers Wood qualify as independent under the NYSE’s corporate governance standards, and thatstandards. As a result, the boardBoard of directorsDirectors is therefore currently comprised and will continue to be comprised subsequent to the annual meeting of a majority of independent directors. The boardBoard of directors’Directors’ determination that each of these directors is independent was based on the fact that none of the directors had a material relationship with GEO outside of such person’s position as a director, including a relationship that would disqualify such director from being considered independent under the NYSE’s listing standards.

11

Committees

Under our corporate governance guidelines, the boardBoard of directorsDirectors has established eighttwelve standing committees. The members of the boardBoard of directorsDirectors serving on these committees and the functions of those committees are set forth below.

Audit and Finance Committee

The Audit and Finance Committee met fivetwelve times during fiscal year 2017.2023. The Report of the Audit and Finance Committee is included in this proxy statement.

All of the members of the Audit and Finance Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 are independent (as independence is defined under Exchange Act Rule10A-3, as well as under Section 303A.02 of the NYSE’s listing standards). In addition, the boardBoard of directorsDirectors has determined that each of Mr. Glanton is theMayotte and Mr. Shapiro qualify as an “audit committee financial expert” as that term is defined under Item 407(d)(5) of RegulationS-K of the SEC’s rules.

The Audit and Finance Committee has a written charter adopted by the boardBoard of directors.Directors. It can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the links “Governance with Integrity-Corporate Governance.” In addition, the charter is available in

12

print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at561-999-7306.561-893-0101. Pursuant to the charter, the main functions and responsibilities of the Audit and Finance Committee include the following:

Compensation Committee

The Compensation Committee met sixnine times during fiscal year 2017.2023. The Report of the Compensation Committee is included in this proxy statement.

All of the members of the Compensation Committee are independent (as independence is defined under Section 303A.02 of the NYSE’s listing standards).

The Compensation Committee has a written charter adopted by the boardBoard of directors.Directors. It can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the links “Governance with Integrity-Corporate Governance.” In addition, the charter is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at561-999-7306.561-893-0101. Pursuant to the charter, the main functions and responsibilities of the Compensation Committee include the following:

13

For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see “Compensation Discussion and& Analysis” elsewhere in this proxy statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met fivefour times during fiscal year 2017.2023.

All of the members of the Nominating and Corporate Governance Committee are independent (as independence is defined under Section 303A.02 of the NYSE’s listing standards).

The Nominating and Corporate Governance Committee has a written charter adopted by the boardBoard of directors.Directors. It can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the links “Governance with Integrity-Corporate Governance.” In addition, the charter is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at561-999-7306.561-893-0101. Pursuant to the charter, the main functions and responsibilities of the Nominating and Corporate Governance Committee include the following:

14

In fulfilling the committee’s duties to identify and recommend candidates for election to our boardBoard of directors,Directors, the Nominating and Corporate Governance Committee considers the mix of skills, experience, character, commitment, and diversity — diversity being broadly construed to mean a variety of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics, all in the context of the requirements of our boardBoard of directorsDirectors at the time of election.

Criminal Justice and Rehabilitation Committee

The Criminal Justice and Rehabilitation Committee guides and oversees the Company’s efforts regarding rehabilitation and anti-recidivism.

Cyber Security and Environmental Oversight Committee

The Cyber Security and Environmental Oversight Committee guides and oversees the Company’s efforts regarding cybersecurity, privacy and environmental sustainability concerns.

Executive Committee

Periodically during fiscal year 2017,2023, members of the Executive Committee informally discussed various matters relating to GEO’s business. The Executive Committee has full authority to exercise all the powers of the boardBoard of directorsDirectors between meetings of the boardBoard of directors,Directors, except as reserved by the boardBoard of directors. During 2017, the Executive Committee acted four times through resolutions adopted at duly convened meetings or by unanimous written consent.Directors. All actions taken by the Executive Committee in 20172023 were ratified by the boardBoard of directorsDirectors at their next quarterly meeting.

Human Rights Committee

The Human Rights Committee guides and oversees the Company’s efforts regarding the protection of human rights.

Independent Committee

The Independent Committee considers matters that may arise from time to time that the Board of Directors designates for independent director review.

Legal Steering Committee

The Legal Steering Committee reviews with management strategic issues with respect to material litigation and other discrete legal issues.

Corporate Planning Committee

The Corporate Planning Committee periodically reviews with management various corporate strategic initiatives, including potential merger and acquisition activities, business expansion issues and corporate finance matters.

Operations and Oversight Committee

The Operations and Oversight Committee reviews with management various issues relating to our operations that may arise from time to time.

Legal Steering

15

Health Services Committee

The Legal SteeringHealth Services Committee reviews with management strategic issues with respect to material litigationguides and other discrete legal issues.oversees the Company’s operations in the area of health services.

Independent Committee

The Independent Committee considers matters that may arise from time to time that the board of directors designates for independent director review.

Director Identification and Selection

The processes for director selection and director qualifications are set forth in Section 3 of our Corporate Governance Guidelines. The boardBoard of directors,Directors, acting on the recommendation of the Nominating and Corporate Governance Committee, will nominate a slate of director candidates for election at each annual meeting of shareholders and will elect directors to fill vacancies, including vacancies created as a result of any increase in the size of the board,Board, between annual meetings. Nominees for director are selected on the basis of outstanding achievement in their personal careers, broad experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment, and willingness to devote adequate time to the duties of the boardBoard of directors.Directors. The boardBoard believes that each director should have a basic understanding of (i) the principal operational and financial objectives and plans and strategies of GEO, (ii) the results of operations and financial condition of GEO and of any significant subsidiaries or business segments, and (iii) the relative standing of GEO and its business segments in relation to its competitors. The boardBoard is committed to diversified membership and it does not and will not discriminate on the basis of race, color, national origin, gender, religion or disability in selecting nominees. The Nominating and Corporate Governance Committee may, to the extent it deems appropriate, engage a third party professional search firm to identify and review new director candidates and their credentials.

The Nominating and Corporate Governance Committee will consider proposed nominees whose names are submitted to it by shareholders. We adopted proxy access in advance of our 2017 annual meeting of shareholders.

Our proxy access provisions are set forth in Article II, Section 6 of our SecondThird Amended and Restated Bylaws (“Bylaws”). The proxy access provisions permit a shareholder, or a group of up to twenty (20) shareholders, owning three percent (3%) or more of the Company’s outstanding common stock continuously for at least three (3) years, to nominate twenty percent (20%) of the number of directors then in office (rounding down to the nearest whole number) provided that the shareholder or group and each nominee satisfy the eligibility, procedural and disclosure requirements for proxy access as specified in the Bylaws, including that the Company receive notice of such nominations between 90 and 120 days prior to the anniversary date of the previous year’s annual meeting of shareholders. Since our annual meeting for 20182024 is scheduled for April 24, 2018,May 3, 2024, any nomination pursuant to our proxy access process to be considered at the 20192025 annual meeting must be properly submitted to us not earlier than December 25, 2018January 3, 2025 or later than January 24, 2019.February 2, 2025.

In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19(b) under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees.

There are no other differences between the considerations and qualifications for director nominees that are recommended by shareholders and director nominees recommended by the Nominating and Corporate Governance Committee. Other than adopting proxy access, the Nominating and Corporate Governance Committee has not adopted a formal process because it believes that the informal consideration process has been adequate to date. The Nominating and Corporate Governance Committee intends to review periodically whether a more formal policy should be adopted. If a shareholder wishes to suggest a proposed name of a nominee for consideration by the Nominating and Corporate Governance Committee outside of the proxy access process, the name of that nominee and related personal information should be forwarded to the Nominating and Corporate Governance Committee, in care of the Corporate Secretary, at least six months before the next annual meeting to assure time for meaningful consideration by the committee.

16

Board Leadership Structure

Our CEO alsoThe roles of Chief Executive Officer and Chairman are held by two separate individuals. George C. Zoley serves as theour Executive Chairman of the board of directors. Richard H. Glanton has servedand Brian R. Evans serves as Lead Independent Director of the Company since January 1, 2011.

Mr. Glanton has been a director of GEO since 1998 and is currently the Chairman of the Audit and Finance Committee, the Compensation Committee and the Independent Committee and a member of theour Chief Executive Committee, the Nominating and Corporate Governance Committee, the Operations and Oversight Committee and the Legal Steering Committee. As the Lead Independent Director, Mr. Glanton has input to the Chairman of the board on preparation of agendas for board and committee meetings. Mr. Glanton chairs board meetings when the Chairman of the board is not in attendance and provides input to the independent directors and ensures that the effectiveness of the board is assessed on a regular basis. The Lead Independent Director reports to the board regarding deliberations of the independent directors and may recommend special meetings of the independent directors as necessary. Because of Mr. Glanton’s long history as a board member and his service as the Chairman of the Audit and Finance Committee, the Compensation Committee and the Independent Committee, the board believes that Mr. Glanton is uniquely qualified to serve as the Lead Independent Director of the Company. In 2012, in connection with our conversion to a REIT, Mr. Glanton was the chairman of a special committee created to review and manage the divestiture of GEO Care, Inc.Officer.

As a company that is focused on its core business, we believe the CEOExecutive Chairman is in the best position to direct the independent directors’ attention on the issues of greatest importance to the Company and its shareholders. Since our CEOExecutive Chairman knows the Company’s business, is a pioneer in the industry and has over thirtyforty years of experience, we believe that our CEOExecutive Chairman is the appropriate person to lead the boardBoard of directors.Directors.

We are committed to independent Board oversight. Alongside our executive chairman, our Board leadership structure includes a lead independent director. Our overall corporate governance policies and practices combinedBoard has appointed Terry Mayotte to serve as lead independent director. Our lead independent director is responsible for, among other duties, coordinating with the strengthExecutive Chairman with respect to meeting agendas, and calling and chairing sessions of ourthe independent directors, including our Lead Independent Director, and our internal controls minimize any potential conflicts that may result from combining the roles of Chairman and CEO.directors.

We believe the current leadership structure of the boardBoard of directorsDirectors supports the risk oversight functions described below by providing independent leadership at the boardBoard and committee level through the Lead

Independent Director with ultimate oversight by the full boardBoard of directorsDirectors led by our Executive Chairman and CEO.lead independent director. The boardBoard of directorsDirectors periodically reviews and considers whether the current boardBoard leadership structure continues to be appropriate for our Company.

Board Risk Oversight

Our boardBoard of directorsDirectors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. Throughout the year, the boardBoard of directorsDirectors and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. The boardBoard of directorsDirectors has delegated responsibility for the oversight of specific risks to the following committees:

Code of Business Conduct and Ethics

The boardBoard of directorsDirectors has adopted a code of business conduct and ethics applicable to GEO’s directors, officers, employees, agents and representatives, including its consultants, which we refer to as the Code of Conduct. The

17

Code of Conduct strives to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full, fair, accurate, timely and transparent disclosure, compliance with the applicable government and self-regulatory organization laws, rules and regulations, prompt internal reporting of violations of the Code of Conduct, and accountability for compliance with the Code of Conduct. The Code of Conduct can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the linkslink “Governance with Integrity- BusinessIntegrity-Business Conduct & Ethics.” In addition, the Code of Conduct is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at561-999-7306.561-893-0101.

Code of Ethics for CEO, Senior Financial Officers and Other Employees

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the boardBoard of directorsDirectors has also adopted a code of ethics for the CEO, its senior financial officers and all other employees, which we refer to as the Code of Ethics for Senior Financial Officers. The text of this Code of Ethics for Senior Financial Officers is located in Section 19 of GEO’s Code of Conduct. The Code of Ethics for Senior Financial Officers can be found on our website at http:// www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the linkslink “Governance with Integrity-Business Conduct & Ethics.” In addition, the Code of Ethics for Senior Financial Officers is available in print to any shareholder who requests it by contacting our Executive Vice President of Corporate Relations at561-999-7306.561-893-0101.

Corporate Governance Guidelines

The boardBoard of directorsDirectors has adopted corporate governance guidelines to promote the effective functioning of the boardBoard of directorsDirectors and its committees, and the continued implementation of good corporate governance practices. The corporate governance guidelines address matters such as the role and structure of the boardBoard of directors,Directors, the selection, qualifications and continuing education of members of the boardBoard of directors, boardDirectors, Board meetings,non-employee director executive sessions, board self-evaluation, boardBoard committees, CEO performance review, succession planning,non-employee director compensation, certain shareholder matters and certain shareholder rights.

The corporate governance guidelines can be found on our website at http://www.geogroup.com by clicking on the link “Social Responsibility” on our homepage and then clicking on the linkslink “Governance with Integrity-Corporate Governance.” In addition, the corporate governance guidelines are available in print to any shareholder who requests them by contacting our Executive Vice President of Corporate Relations at561-999-7306.561-893-0101.

Annual Board and Committee Self-Assessments andNon-Employee Director Executive Sessions

The boardBoard of directorsDirectors conducts a self-assessment annually, which is reported by the Nominating and Corporate Governance Committee to the boardBoard of directors.Directors. In addition, the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee and the Cyber Security and Environmental Oversight Committee also undergo annual self-assessments of their performance. Thenon-employee directors of the boardBoard of directorsDirectors meet in executive session at least twice per year and such meetings are presided over by a presiding director who is typically the chairman of the Nominating and Corporate Governance Committee, who is currently Ms. Foreman.Lead Independent Director.

Communications with Directors

The boardBoard of directorsDirectors has adopted a process to facilitate written communications by shareholders or other interested parties to the entire board,Board, the independent members of the board as a group or any individual member of the board,Board, including the presiding directorLead Independent Director fornon-employee director executive sessions. Persons wishing to write to the boardBoard of directorsDirectors of GEO, or to a specified director (including the presiding director fornon-employee director executive sessions) or a committee of the board,Board, should send correspondence to the Corporate Secretary at 621 NW 53rd Street, Suite 700,4955 Technology Way, Boca Raton, Florida 33487.33431.

The Corporate Secretary will forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for

18

consideration by the directors include commercial solicitations and matters not relevant to the shareholders, to the functioning of the board, or to the affairs of GEO.

Board Member Attendance at Annual Meetings

GEO encourages all of its directors to attend the annual meeting of shareholders. We generally hold a board meeting coincident with our annual meeting to minimize director travel obligations and facilitate their attendance at the annual meeting of shareholders. All of our directors at the time attended the 20172023 annual meeting of shareholders.

AdoptionEngagement with Shareholders

Over the past 12 months, members of GEO’s Senior Management and Board of Directors have had ongoing, substantive discussions with shareholders of GEO’s common stock. Over this timeframe, GEO has engaged with approximately 20 institutional shareholders, who are estimated to hold more than 50% of GEO’s outstanding shares of common stock. In addition, GEO has had ongoing discussions with retail investors, including members of the Interfaith Center on Corporate Responsibility. Specifically, as it relates to direct Board engagement with shareholders, GEO’s Lead Independent Director has held multiple discussions with GEO’s top four institutional shareholders.

In the course of these substantive discussions, GEO has been able to receive valuable feedback and diverse perspectives from a broad group of shareholders on a wide range of important matters: GEO’s Executive Compensation Plan, GEO’s Executive Management Transition, Board Composition and Oversight, and Environmental, Social and Governance matters, including Human Rights and Diversity, Equity and Inclusion.

As a direct result of GEO’s substantive engagement with shareholders, the Company has taken several proactive steps to address the valuable feedback received from shareholders.

Say on Pay

During discussions with shareholders regarding GEO’s Executive Compensation Plan, the predominant feedback the Company received centered around two matters: 1. GEO’s Executive Transition and specifically providing certainty of length and completion of the Company’s Senior Management transition and long-term roles of key company executives; and 2. the target metric used for GEO’s Annual Cash Incentive Compensation under the Company’s Senior Management Performance Award Plan, as amended (the “Performance Award Plan”). As a result of the feedback from shareholders, GEO has taken the following actions.

Executive Transition

As approved by the Board of Directors, on January 1, 2024, Brian Evans assumed the position of Chief Executive Officer (CEO); Wayne Calabrese assumed the position of President and Chief Operating Officer (COO); and Shayn March assumed the position of Acting Chief Financial Officer (CFO). Brian Evans has more than 20 years of experience in senior roles at GEO and previously served as the Company’s CFO since 2009. Wayne Calabrese previously held the position of President and COO for many years until his retirement in December 2010, and he rejoined the company in 2021 as the head of Legal Services before stepping into the COO role in December of 2022.

In addition to the Senior Management changes, GEO also announced in December 2023 that the Company’s Founder and current Executive Chairman, Dr. George Zoley, will transition to an advisory role and to the position of non-executive Chairman of the Board, subject to shareholder approval, when his current employment agreement expires in July 2026.

These actions provide for certainty with respect to GEO’s Executive Transition timeline and with respect to the future involvement of Dr. Zoley, who remains an integral part of GEO’s strategic planning and execution.

19

In 2024, GEO expects to initiate a review of GEO’s Global Human Rights Policy and Ongoing Dialogueits implementation, including its employee and contractor Human Rights training programs.

Enhanced Political and Lobbying Disclosure

In November 2012,February 2024, GEO enteredpublished its enhanced Political Activity and Lobbying Report disclosure for 2023. In light of a shareholder proposal approved during the 2021 annual meeting of shareholders regarding lobbying disclosures, GEO undertook a review of its previous disclosure.

Based on this review and taking into a dialogueconsideration the shareholder feedback as presented in the shareholder proposal, as well as feedback provided by shareholders regarding political contributions disclosures, GEO enhanced its report to provide additional, more detailed information with respect to GEO’s lobbying activities and political contributions made at the U.S. Jesuit Conference which included representatives fromcorporate level and through its political action committee.

The enhanced Political Activity and Lobbying Report provides more detailed disclosures on GEO’s policies on lobbying activities and political contributions; the National Jesuitoversight of these policies and activities by the Nominating and Corporate Governance Committee on Investment Responsibility and the Interfaith Center for Corporate Responsibility and Mercy Investments. The purpose of the dialogueBoard of Directors; the employee-funded, non-partisan GEO Political Action Committee; breakdowns of political contributions made during 2023; breakdowns and disclosures of both direct and indirect lobbying expenditures during 2023, including expenditures on government relations consultants for direct lobbying, as well as payments made to trade and membership associations and chambers of commerce, inclusive of the estimated portion of those payments that was used for lobbying purposes; and disclosures of the adoptionfact that GEO did not make any payments during 2023 that were used for grassroots lobbying communications and that GEO is not a member of, a corporate Human Rights policy. On February 14, 2013, GEO’sand did not make any payments during 2023 to, any tax-exempt organizations that write or endorse model legislation.

The Political Activity and Lobbying Report for 2023 was reviewed and approved by the Nominating and Corporate Governance Committee of the Board of Directors adopted a Global Human Rights Policy. Representatives of the Jesuit Conferencein February 2024. The enhanced Political Activity and Mercy Investments have toured GEO facilities and are continuing the collaboration with GEO towards full implementation of the policy.

Additional information on GEO’s Global Human Rights PolicyLobbying Report for 2023 can be found athttp: https://geogroup.com/human_rights.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Grant Thornton LLP (“Grant Thornton”) served as GEO’s independent registered public accountants in fiscal years 20172023 and 2016.2022. The Audit and Finance Committee of GEO has appointed Grant Thornton LLP as GEO’s independent registered public accountants for the 2024 fiscal year. A member of Grant Thornton will be present at the annual meeting to make a statement if so desired and will be available to respond to appropriate questions. The following sets forth the aggregate fees billed to GEO by Grant Thornton in fiscal years 20172023 and 2016.2022.

22

The Audit and Finance Committee of the boardBoard of directorsDirectors has implemented procedures to ensure that all audit and permittednon-audit services provided to GEO arepre-approved by the Audit and Finance Committee. All of the audit, audit-related tax and all other services provided by Grant Thornton to GEO in 20172023 and 20162022 were approved by the Audit and Finance Committee pursuant to these procedures. Allnon-audit services provided in 20172023 and 20162022 were reviewed with the Audit and Finance Committee, which concluded that the provision of such services by Grant Thornton was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Audit and Finance CommitteePre-Approvals of Audit, Audit-Related, Tax and PermissibleNon-Audit Services

The Audit and Finance Committee periodically approves the provision of various audit, audit-related, tax and other services by Grant Thornton. The Audit and Finance Committee plans to continue to review andpre-approve such services as appropriate. In addition, the Audit and Finance Committee has delegated to its Chairman Richard H. Glanton, the authority to grant, on behalf of the Audit and Finance Committee, thepre-approvals required under the Sarbanes-Oxley Act for the provision by Grant Thornton to GEO of auditing and permissiblenon-audit services; provided, however, that any decision made by Mr. Glantonthe Chairman with respect to any suchpre-approvals must be presented at the next regularly scheduled full Audit and Finance Committee meeting that is held after such decision is made.

All of the services provided by Grant Thornton to GEO in 20172023 and 20162022 were approved by the Audit and Finance Committee pursuant to these procedures. The Audit and Finance Committee will continue to review andpre-approve such services as appropriate.

23

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

Role of the Compensation Committee

The Compensation Committee of our boardBoard of directorsDirectors establishes and regularly reviews our compensation philosophy and programs, exercises authority with respect to the determination and payment of base and incentive compensation to executive officers and administers the 2011 employee stock purchase planEmployee Stock Purchase Plan and our 2014 stock incentive plan.Amended and Restated 2018 Stock Incentive Plan. Our Compensation Committee consists of threefour members, each of whom is independent as that term is defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations that have been promulgated under thatthe Securities Exchange Act of 1934 or Exchange Act, and in the listing standards of the New York Stock Exchange. The Compensation Committee operates under a written charter that was first adopted by our boardBoard of directorsDirectors in February 2004 and has been amended periodically. The charter more fully describes the role, responsibilities and functioning of the Compensation Committee. A current copy of this charter can be viewed on our website at www.geogroup.com by clicking the link “Social Responsibility” on our homepage and then clicking the links “Governance with Integrity—Integrity — Corporate Governance.”Governance”.

Say-on-Pay Results

At our 20172023 Annual Meeting of Shareholders, over 98%approximately 72% of the votes cast voted to approve the advisory resolution on our executive compensation referred to as the“say-on-pay” vote. The Compensation Committee believes that the positive outcome of thesay-on-pay vote supports the compensation arrangements established by the Compensation Committee.

The Compensation Committee considered the results of the shareholder vote on the 20172023 “say-on-pay” proposal as one of the many factors relevant in connection with the discharge of its responsibilities along with the advice of its independent compensation consultant and shareholder feedback.

Over the past 12 months, members of GEO’s Senior Management and Board of Directors have had ongoing, substantive discussions with shareholders of GEO’s common stock. Over this timeframe, GEO has engaged with approximately 20 institutional shareholders, who are estimated to hold more than 50% of GEO’s outstanding shares of common stock. In addition, GEO has had ongoing discussions with retail investors, including members of the Interfaith Center on Corporate Responsibility. Specifically, as it relates to direct Board engagement with shareholders, GEO’s Lead Independent Director has held multiple discussions with GEO’s top four institutional shareholders.

In the course of these substantive discussions, GEO has been able to receive valuable feedback and diverse perspectives from a broad group of shareholders on a wide range of important matters, including GEO’s Executive Compensation Plan and GEO’s Executive Management Transition. As a direct result of GEO’s substantive engagement with shareholders, the Company has taken several proactive steps to address the valuable feedback received from shareholders.

During 2017,discussions with shareholders regarding GEO’s Executive Compensation Plan, the predominant feedback the Company received centered around two matters: 1. GEO’s Executive Transition and specifically providing certainty of length and completion of the Company’s Senior Management transition and long-term roles of key company executives; and 2. the target metric used for GEO’s Annual Cash Incentive Compensation under the Company’s Senior Management Performance Award Plan, as amended (the “Performance Award Plan”). As a result of the feedback from shareholders, GEO has taken the following actions.

As approved by the Board of Directors, on January 1, 2024, Brian Evans assumed the position of Chief Executive Officer (CEO); Wayne Calabrese assumed the position of President and Chief Operating Officer (COO); and Shayn March assumed the position of Acting Chief Financial Officer (CFO). Brian Evans has more than 20 years of experience in senior roles at GEO and previously served as the Company’s CFO since 2009. Wayne Calabrese previously held the position of President and COO for many years until his retirement in December 2010, and he rejoined the company in 2021 as the head of Legal Services before stepping into the COO role in December of 2022.

24

Please see the discussion above under “Engagement with Shareholders” for a more detailed discussion of our shareholder engagement over the section titled, “Why Each Elementcourse of Compensation is Paid and How the Amount of Each Element is Determined”.2023 fiscal year.

Role and Independence of Compensation Consultant

The Compensation Committee assessed the independence of Pay Governance LLC (“Pay Governance”), a nationally recognized executive compensation consultant, taking into account the following factors:

Pay Governance has attested to its independence and does not provide any services to GEO other than those related to executive and director compensation consulting. Based on its assessment, the Compensation Committee agreed that the compensation consultant is independent and that the compensation consultant’s work hasdoes not raisedraise any conflictconflicts of interest.

During 2017,2023, the Compensation Committee engaged Pay Governance to perform the following services: (i) a peer group analysis and review of the compensation levels of the named executive officers; (ii) a review of the proxy statement for the 2017 annual shareholders meeting2023 Annual Meeting of Shareholders including consultation related to the Compensation Discussion and& Analysis section of the proxy statement; (iii) calculation of the Total Shareholder Return (“TSR”) Performance to determine the performance-based restricted stock payout levels and,levels; (iv) calculation of the

Accounting Fair Value for performance-based restricted stock awards.awards; (v) a peer group analysis and review of non-employee director compensation; (vi) a review of executive compensation trends and developments; and (vii) recommendations for an updated, non-REIT peer group to be used in the performance-based equity compensation. Other than as described above, Pay Governance was not asked to perform any other services for us in 2017.2023. GEO paid Pay Governance a total of $64,535$138,964 related to its work for the Compensation Committee in 2017.2023.

Under its charter, the Compensation Committee has the ability to retain any advisors it deems necessary or desirable in order for it to discharge its duties. The Compensation Committee also has sole authority to terminate the retention of any advisor it has retained.

25

Process for Determining Compensation

When making decisions regarding the compensation of named executive officers, including the position of Chief Executive Officer, the Compensation Committee considers competitive market data and analyses prepared by Pay Governance, historical pay to the named executive officers and the appropriateness of such compensation, including by comparing it to a peer group of companies periodically. From time to time,Annually, the Compensation Committee will use peer group and broader general industry data to obtain a general understanding of compensation practices and therefore ensure that it is acting in an informed and responsible manner to make sure our executive compensation program is competitive. The Compensation Committee views peer group data as one factor in assisting its compensation decisions. In 2017,July 2022, the Compensation Committee approved the use of the following companies in its future peer group analyses which reflect GEO’s decision to terminate its REIT election and the resulting reclassification of GEO’s Global Industry Classification Standard. When evaluating pay levels and practices of peer companies, the Compensation Committee focused on data from the below-listed peer group of companies in the categories of security and alarm services, commercial services and supplies and healthcare facilities with similar revenues and market cap:

26

In July 2023, the Compensation Committee, upon the recommendation of Pay Governance removed Clean Harbors, Inc. and practices of peer companies within the REIT industry, the Committee focused on dataMSA Safety Incorporated from the peer group as they were no longer relevant from a market cap perspective, removed IAA, Inc. from the peer group as it was acquired by Ritchie Bros. Holdings in March of 2023, and added Casella Waste Systems, Inc. to the peer group due to its strong business alignment with GEO. As a result, the Compensation Committee approved the use of the following companies in its future peer group ofsimilarly-sized, equity REITs:analyses:

The Compensation Committee also considers the compensation recommendations set forth by the Chief Executive Officer for named executive officers other than himself. Under the Compensation Committee’s charter, the Chief Executive Officer cannot provide the Compensation Committee with a compensation recommendation for himself. When considering compensation matters generally, and the compensation packages of the named executive officers in particular, the Compensation Committee meets in executive session outside the presence of the named executive officers. The Compensation Committee uses its experience and judgment to make final compensation decisions.

Important Factors Given Particular Consideration by the Compensation Committee in Setting Compensation for the Named Executive Officers

In setting executive compensation for our named executive officers, the Compensation Committee gives particular attention and focus to the following factors over a several year-period:year period:

Applying these factors to our Company during the previous several years in setting CEO and other named executive officer compensation, the Compensation Committee considered the following:

27

28

Total Shareholder Return for Five-Year Period Ended December 31, 2017

The factors above are among the most critical we consider in setting our named executive officer compensation.

Elements of Compensation

Our compensation program for named executive officers consists of the following components:

Each of these components is reflected in the Summary Compensation Table and is also discussed in further detail below.

Why Each Element of Compensation is Paid and How the Amount of Each Element is Determined

The following is a brief discussion of each element of our named executive officer compensation. The Compensation Committee considers each of these elements in order to ensure that a desirable overall mix is established between base compensation and incentive compensation, cash andnon-cash compensation and annual and long-term compensation. The committeeCompensation Committee also evaluates on a periodic basis the overall competitiveness of our executive compensation packages as compared to packages offered in the marketplace for which we compete for executive talent. Overall, our Compensation Committee believes that our executive compensation packages are currently appropriately balanced and structured to retain and motivate our named executive officers, who we believe constitute the most experienced senior management team in our industry. The Compensation Committee evaluates GEO’s executive compensation policies and practices on an ongoing basis.

29

Base Salaries. The cash salaries paid to the named executive officers are incorporated into the terms of existing executive employment agreements with our named executive officers. Any increases in salaries have been made either pursuant to the terms of the employment agreements or at the discretion of the Compensation Committee. Mr. Zoley, who also serves as our Chairman, receives no additional compensation for his board service, so his annual base salary reflects the workload, responsibilities and contributions made by Mr. Zoley as our Chief Executive Officer and our Chairman.

For 2017,2023, our Compensation Committee determined it was appropriate to increase the annual base salaries of Messrs. Zoley, Gordo, Evans, Donahue, Bulfin and WierdsmaBlack by 5%approximately 3% as compared to their 20162022 annual base salaries following their individual performance assessments reflecting their contributions to the strong financial and operational performance of the Company and a review of projected executivesalary increases in the market. This level of base salary increase is consistent with increases and the salary budget for the broad-based, non-union employee population. For 2023, our Compensation Committee determined it was appropriate to increase the annual base salary of Mr. Calabrese by approximately 9.5% as compared to his 2022 annual base salary as a result of his appointment to the role of Chief Operating Officer in December of 2022 and following his individual performance assessment reflecting his contributions to the strong financial and operational performance of the Company and a review of projected salary increases in the market.

Annual Cash Incentive Compensation. Annual cash incentive compensation for each of our named executive officers is governed by our Senior Management Performance Award Plan, as Amended and Restated on April 27, 2016, which was approved by our shareholders at the Company’s 2016 annual meeting of shareholders in accordance with the performance-based compensation exception under Section 162(m) of the Internal Revenue Code (“Code”amended (the “Performance Award Plan”) that such a plan be approved by shareholders at least once every five years. Payments to the Chief Executive Officer made in accordance with this plan are intended to be tax deductible under Section 162(m) of the Code.. The planPerformance Award Plan is administered by our Compensation Committee, which has the authority to make all discretionary determinations necessary or appropriate under the plan.Performance Award Plan. The planPerformance Award Plan is governed by the Compensation Committee and is administered on a day to dayday-to-day basis by the Chief Executive Officer, Chief Financial Officer and the Senior Vice President of Human Resources.

In August of 2023, the Compensation Committee approved replacing the net income metric under the Performance Award Plan with the Adjusted EBITDA metric effective for the 2023 fiscal year in order to align our compensation practices more closely with those of our peers. Specifically, EBITDA is the most common profitability metric, particularly among peer companies with higher leverage levels. Additionally, several shareholders had indicated to us through our ongoing shareholder engagement efforts that they would prefer that we use EBITDA as a metric instead of net income as EBITDA as a profitability metric is a more accurate barometer for management’s performance compared to net income which is subject to greater volatility and variability due to external factors not within the control of management and therefore not as reflective of management’s performance. After multiple discussions in 2022 and 2023 with shareholders and at the Compensation Committee and Board level and after carefully evaluating such feedback, the Compensation Committee determined it was appropriate to make this change mid-year as opposed to waiting to implement the change in 2024. Being mindful of making this change to the metrics mid-year, the Compensation Committee determined to set the Adjusted EBITDA target based on the Adjusted EBITDA level underlying or supporting the previously established target for net income. In determining the amount of annual incentive cash compensation to be awarded to our named executive officers, our Adjusted EBITDA is weighted 65% and our revenue is weighted 35% (which are the same percentage weights previously assigned to the net income and revenue metrics). The Compensation Committee did not make any other changes to the Performance Award Plan.

Under the plan,Performance Award Plan, each of our named executive officers is eligible to receive annual cash incentive compensation based on our relative achievement of budgeted revenue and net income after taxAdjusted EBITDA for the fiscal year. We believe revenue and net income after taxAdjusted EBITDA are meaningful metrics to assess our performance andperformance. The metrics are used by our management team when it develops its annual operating plan and budget and are used by our investors in evaluating our performance against the annual financial guidance we give on revenue and net income.Adjusted EBITDA. For purposes of the plan,Performance Award Plan, Adjusted EBITDA means EBITDA adjusted for (gain)/loss on asset divestitures, pre-tax, net income after tax means our net income after all federal, stateloss attributable to non-controlling interests, stock-based compensation expenses, pre-tax, transaction related expenses, pre-tax, other non-cash revenue and local taxes. Extraordinary itemsexpenses, pre-tax, and changes in accounting principles,certain other adjustments as defined by U.S. generally accepted accounting principles, may be disregardedfrom time to time. Adjusted EBITDA as used in determining our net income after tax.Non-recurring and unusual items not included or planned forthe Performance Award Plan will have the same meaning as it does in our earnings releases and supplemental materials on a quarterly and annual budget may also be excluded from net income after tax in the sole and absolute discretion of the Compensation Committee.basis. In determining the amount of annual incentive cash compensation awarded, our net income after taxAdjusted EBITDA is weighted 65% and our revenue is weighted 35% (collectively, the “Target Weighting of Revenue andNet-Income-After-Tax” Adjusted EBITDA”).

30

Awards under the planPerformance Award Plan are made as follows: (i) targets for budgeted revenue and net income after taxAdjusted EBITDA are set at the beginning of each fiscal year;year (except for 2023, the target for budgeted Adjusted EBITDA was set in August of 2023 when the decision was made to replace the net income metric with the Adjusted EBITDA metric); (ii) the planPerformance Award Plan includes for each named executive officer an annual incentive target amount as a percentage of the officer’s salary which forms the basis for computing the officer’s award under the plan;Performance Award Plan; and (iii) at the end of the fiscal year, a multiplier set forth in the planPerformance Award Plan that is based on our relative achievement of budgeted revenue and net income after taxAdjusted EBITDA for the fiscal year is applied to each officer’s annual incentive target amount referenced in (ii) above. The multiplier is the same for all named executive officers.

During 2017, upon the recommendation of Pay Governance based on their peer group analysis and review of the compensation levels of the named executive officers, the Compensation Committee adjusted the annual incentive target amount as a percentage of salary for the Chief Financial Officer and the Senior Vice Presidents. The Compensation Committee adjusted the target by 25 percentage points resulting in an increase to the Chief Financial Officer’s target amount from 50% to 75% and an increase to the Senior Vice Presidents’ target amount from 45% to 70%.

The following table shows, for each named executive officer, the annual incentive target amount as a percentage of salary that the respective officer is eligible to receive under the Amended and Restated Senior Management Performance Award Plan,Plan. For 2023, there were no changes to the annual incentive target amount as adjusted in 2017 bya percentage of salary for the Compensation Committee.executive officers.

The following table shows how each named executive officer’s annual incentive cash compensation award is calculated by applying a percentage adjustment methodology, or multiplier, separately to the respective Target Weighting of Revenue andNet-Income-After-Tax Adjusted EBITDA results on a straight-line basis:

In addition2023 Cash Incentive Outcomes

The Adjusted EBITDA target for 2023 was set at $520.0 million, a decrease of $20.0 million or 3.7% compared to the calculations described above, if the budgeted goals for revenue and net income after tax are exceeded, the annual incentive amounts for the Chief Financial Officer and the other Senior Vice Presidents may be adjusted up to an additional 50% upon the recommendation of the Chief Executive Officer subject to the approval of the Compensation Committee based on the results of an individual performance assessment. The Chief Executive Officer is not eligible for positive individual performance adjustments.Adjusted EBITDA achieved during 2022. The Compensation Committee anddetermined it was appropriate to set the Chief Executive Officer considerAdjusted EBITDA target at a reduced level because of expected declining higher-margined electronic monitoring revenues tied to lower participant counts. This decrease was partially offset by expected increases to lower margin secure services revenue.

The revenue target for 2023 was set at $2.37 billion, which was the contribution ofsame as revenue achieved during 2022. The Compensation Committee determined it was appropriate to set the particular officer during the fiscal year when determining whetherrevenue target flat compared to make2022 as declining electronic monitoring revenues were expected to be offset with an individual performance adjustment.

Under the terms of the plan, no amendmentincrease to the plan may alter the performance goals, increase the maximum amount which can be awarded to any participant, change the class of eligible employees or make any other changesecure services revenue that would require shareholder approval under the exemption for performance-based compensation under Section 162(m) of the Code, in each case, without the prior approval of our shareholders (to the extent required under the performance-based compensation exception of Section 162(m) of the Code).

2017 Cash Incentive Outcomeshas lower margins.

In 2017,2023, the Company achieved Adjusted EBITDA performance below the target performance objective. The Company achieved revenue performance above the target performance objective primarily due to unexpected revenue from new business we obtained, specifically our new contract to provide air operation support for ICE, that has lower margins.

31

We note that had the Company maintained the Net Income after Tax and Revenue performance levelsmetric established in excessFebruary 2023, achievement would have been 94.6% of target. This is slightly below the Adjusted Net Income after Tax target and in excess of the Revenue target. The table below provides the 2017 cash incentive outcomes based97.5% achievement on the Adjusted Net Income after Tax and RevenueEBITDA metric adopted in August 2023.

There were no adjustments to annual incentives earned for individual performance levels actually achieved.

in 2023. Based on these results, the following annual incentive amounts were awarded to the Named Executive Officersnamed executive officers for fiscal year 20172023 performance:

20172023 Equity Incentive Awards

Our Compensation Committee has historically granted awards under our equity compensation plans to our key employees and members of our boardBoard of directorsDirectors to createsupport a more performance-oriented culture and to further align the interests of management and our shareholders.

The amounts of awards granted under our equity compensation plans are determined by the Compensation Committee after taking into account the following factors: the recommendations of the Chief Executive Officer (other than for his awards), the availability of awards for issuance companywide,share usage rates and potential dilution to shareholders, competitive market practices, the overall performance of the Company and the individual performances of the grantees.

On March 1, 2017 and April 11, 2017,2023, GEO grantedmade its annual grants of performance-based restricted stock to our named executive officers, other than Dr. Zoley, that vest, if earned, on March 10, 202015, 2026 using the same performance criteria as the grants made in 2016.2022.

The Compensation Committee determined that awardsPursuant to the terms of performance-basedthe Executive Chairman Agreement, Dr. Zoley receives shares of restricted stock was appropriate as subsequentwith a grant date fair value equal to 100% of his base salary that vest on the grants awarded on March 1, 2017, Pay Governance reported toone-year anniversary of the Compensation Committee that those equity awards were not appropriately aligned with the peer group companies. As a result, the Compensation Committee determined it was appropriate to increase the total equity awards granted to the named executive officers while retaining the same metrics and vesting schedule from the February grants. grant date.

For 2017,2023, 100% of our equity incentive awards provided to the NEOs, except for Dr. Zoley, were in the form of performance-based restricted stock awards which was much more performance oriented than the mix of performance and time vested equity awards observed across the peer group. On average, the peers deliver approximately 50%58% of their long-term incentive to NEOs in performance-based equity awards and 42% in time-vested equity.

The following table lists the number of time-based shares of restricted stock and performance-based shares of restricted stock granted to each named executive officer in 2017:2023:

32

Specifically, the performance targets for the 20172023 performance-based restricted stock grants are:

The threshold required for payment under the ROCEreturn on capital employed (“ROCE”) metric is set at +1% of our weighted average cost of capital (“WACC”) over the three-year measurement period to ensure that payments only occur during periods of positive returns. The WACC is a product of the cost of our capital over the performance period and will not be known until the performance period has concluded. The 9% target was set consistent with the prior cycle in recognition of the higher interest rate environment which is likely to increase the Company’s cost of capital. The higher cost of capital requires a higher level of earnings to produce the same level of return on capital employed.

Additionally, there is a performance “governor” that caps payouts under the Relative TSR metric at 100% of target if GEO’s absolute TSR is negative over the3-year period. Performance below threshold results in 0% payout on that specific metric. The relative TSR metric uses all S&P 600 companies in the Commercial & Professional Services GICS code to measure performance.

Equity Incentive Outcomes for 20152021 to 20172023 Performance Cycle

On March 2, 2015 and June 1, 2015,2021, the Compensation Committee granted target awards of performance-based restricted stock vesting over a three-year period beginning January 1, 20152021 provided that certain TSR performance goals and ROCE goals were met as of December 31, 2017.2023. On June 4, 2021, the Company granted Mr. Evans an additional award of 200,000 performance shares, that vest (i) 1/3 upon the achievement of the performance-based metrics for the period from January 1, 2019 — December 31, 2021; (ii) 1/3 upon the achievement of the performance-based metrics for the period from January 1, 2020 — December 31, 2022; and (iii) 1/3 upon the achievement of the performance-based metrics for the period from January 1, 2021 — December 31, 2023. The additional award was made to enhance Mr. Evans’ long-term incentive component in recognition of the significant increase in workstreams and the criticality of his financial stewardship at that point in the Company’s life-cycle. The Committee felt that additional performance share units would more appropriately recognize the value of these efforts in a way that aligns with the overall shareholder experience and reflects future performance outcomes. This grant was prior to Mr. Gordo’s appointment as Chief Executive Officer and he did not receive a grant of performance-based restricted stock on March 1, 2021, but received a grant of performance-based restricted stock on July 19, 2021 subsequent to his appointment as Chief Executive Officer. This grant was prior to Mr. Black’s appointment to Senior Vice President, President GEO Secure Services and as a result he was not eligible and did not receive a grant of performance-based restricted stock. Specifically, the performance targets were:

33

The Compensation Committee engaged Pay Governance to calculate the final TSR rank and payout calculations for the TSR component of these awards. Pay Governance determined that based upon their calculations for the Company and the FTSE NAREIT Equity REITs Index, the Company’s 2015-20172021-2023 TSR of 13.3%16.6% places the Company in the 41^st59th percentile of the peer group which results in a TSR component payout of 68.5%122.5%. Management of the CompanyThe Company’s management calculated the return on capital employed component of the performance-based restricted stock to be 11.3%13.6% during the 2021-2023 period, which results in a ROCE component payout of 176.6%200% of the target award. Based on the calculations of the TSR component and the ROCE component, Company management of the Company certified to the Compensation Committee that when the TSR component is combined with the ROCE component, the combined award payout is approximately 96.0%161% of the target award. As a result ofAfter reviewing the information provided to the Compensation Committee by Pay Governance and management, the Compensation Committee approved the vesting of the performance-based restricted stock in the amounts provided below:

20182024 Compensation Actions

Mr. Wierdsma retired effective as of December 31, 2017 but will remain as a consultant through January 2, 2020. As a result, the discussion of 2018 actions does not include any compensation discussion with respect to Mr. Wierdsma.

Due to Mr. Wierdsma’s valuable expertise and experience with GEO’s real estate activities, specifically, the entitlement, design and construction of GEO’s facilities, GEO entered into a consulting agreement with Mr. Wierdsma. Pursuant to the consulting agreement, Mr. Wierdsma will provide consulting services with respect to correctional project development for atwo-year period from January 2, 2018 through January 2, 2020 for a consulting fee of $10,000 per month (or a total of $240,000 for the full consulting term). Additionally, all of Mr. Wierdsma’s unvested restricted shares and performance-based shares will continue to vest according to their terms as long as Mr. Wierdsma continues to serve as a consultant during the consulting term. Upon the termination of the consulting agreement, all of Mr. Wierdsma’s unvested stock options and restricted stock awards will fully vest.

Base Salary

For 2018,2024, our Compensation Committee determined it was appropriate to increase the annual base salaries of Messrs. Zoley Evans, Donahue and BulfinBlack by 2%approximately 3% as compared to their 20172023 annual base salaries.

Equity Incentive Awards

We do not have availability undersalaries following their individual performance assessments reflecting their contributions to the 2014 Stock Incentive Plan to meet our equity incentive award needsstrong financial and operational performance of the Company and a review of projected salary increases in the market. This level of base salary increase is consistent with increases and the salary budget for future periods. As a result,the broad-based, non-union employee population. For 2024, our Compensation Committee has approveddetermined it was appropriate to increase the adoptionannual base salaries of Messrs. Evans and Calabrese by approximately 48% and 25%, respectively, as a result of their new appointments as Chief Executive Officer and President & Chief Operating Officer, respectively, effective as of January 1, 2024, taking into account their new roles at GEO with an increased level of job duties and responsibilities, their individual performance assessments reflecting their contributions to the strong financial and operational performance of the 2018 StockCompany and a review of projected salary increases in the market for executives in such positions.

Annual Cash Incentive Opportunities

The annual cash incentive compensation for fiscal year 2024 performance will be determined under the Performance Award Plan subjectconsistent with the methodology used in 2023 based on the budgeted Adjusted EBITDA and budgeted revenue 2024 performance goals set by the Compensation Committee. The Compensation Committee determined it was appropriate to shareholder approval atadjust the 2018individual target percentage for the 2024 annual meetingcash incentive opportunity for Mr. Calabrese to 100% of his base salary as a result of his promotion to President and Chief Operating Officer. There were no other changes to the individual target percentages of any of the shareholders. Please see Proposal 4 in this proxy statement for a description of the 2018 Stock Incentive Plan. Additionally, on February 12, 2018, theNEOs.

Equity Awards

The Compensation Committee authorized, subject to shareholder approval of the 2018 Stock Incentive Plan,granted performance-based restricted stock awards on March 1, 2024 to our named executive officers, other than Dr. Zoley, that wouldwill vest on March 10, 202115, 2027 based on two performance metrics measured from January 1, 20182024 to December 31, 20202026 as follows: (i) 50% of

the shares of restricted stock in each award vest if GEO meets certain relative TSR performance targets for the3-year period; and (ii) 50% of the shares of restricted stock in each award can vest if GEO meets certain ROCE performance targets for the3-year period. For 2018,

34

Pursuant to the Executive Chairman Agreement, Dr. Zoley received a grant of restricted stock on March 1, 2024 with a grant date fair value equal to 100% of his base salary that vest on the equity grants authorized to executives were performance based. We note that awards are consistent for each NEO on a share-basis from the prior year, however, due to the decrease in share priceone-year anniversary of the grant date value is significantly less than awards granted in 2017. The Compensation Committee felt this was appropriate in light of the lower overall total shareholder return realized for FY 2017.date.

The following lists the number of time-based shares of restricted stock and performance-based shares of restricted stock granted to each of the named executive officer:officers on March 1, 2024:

Other Benefits and Perquisites. Our executive compensation program includes other benefits and perquisites as more fully reflected onin the table set forth below titled “All Other Compensation.” These benefits and perquisites are reviewed annually by the Compensation Committee with respect to amounts and appropriateness. Currently, the benefits and perquisites which the named executive officers are eligible to receive fall into four general categories:categories (which are described in more detail below): (i) retirement benefits pursuant to our executive retirement agreement in the case of Mr.Dr. Zoley and pursuant to our senior officer retirement plan in the case of the other named executive officers; (ii) benefits under certain otherthe deferred compensation plans;plan; (iii) value attributable to life insurance we afford our named executive officers beyond that which is offered to our other employees generally; and (iv) travel and entertainment perquisites, such as an automobile allowance, club dues and personal use of the corporate jet.aircraft. For 2017, Mr.2024, Dr. Zoley was allotted thirty (30) hours of personal use of the corporate aircraft. For 2017, the Board authorized the allotment of five (5)aircraft and Mr. Evans was allotted fifteen (15) hours of personal use of the corporate aircraft for Mr. Evans.aircraft.

Executive Retirement Agreement. Mr. Zoley has an executive retirement agreement that requires us to pay him a lump sum amount on the date that his employment with GEO ends. Such amount is determined by his age at the time of retirement with the amount increasing by approximately 4% per year up to age 71. Mr. Zoley’s retirement agreement formerly included a taxgross-up provision for taxes applicable to his lump sum retirement payment. In 2012, Mr. Zoley agreed to amend his retirement agreement to eliminate the taxgross-up provision. In exchange for this amendment, the amount of the lump sum retirement payment which Mr. Zoley was entitled to receive was proportionally increased so that Mr. Zoley would be entitled to receive substantially the same net benefit he would otherwise have received if the taxgross-up had remained in place. Mr. Zoley’s benefits under the executive retirement agreement are fully vested and he will therefore be entitled to receive the amount called for by the agreement whenever his employment with GEO is terminated for any reason, whether by GEO or by him. If Mr. Zoley had retired at December 31, 2017, we would have had to pay him a total of $8.0 million. The $8.0 million will be delivered in alump-sum amount and equates to $241,119 annually when divided by his 33 years of service with the company. The amount owed under the retirement agreement to Mr. Zoley would be payable from the general assets of GEO.

Senior Officer Retirement Plan. Messrs. Evans, Bulfin, and Donahue participateBlack participated during 2023 in our senior officer retirement plan, which is offered to all of our Senior Vice Presidents.senior officers. The senior officer retirement plan is a defined benefit

plan and, subject to certain maximum and minimum provisions, provides for the payment to the officer of a monthly retirement benefit based on a percentage of the officer’s final average annual salary earned during the employee’s last five years of credited service (excluding bonus) multiplied by the employee’s years of credited service. A participant will vest in his or her benefits under the senior officer retirement plan upon the completion of ten (10) years of service. The amount of benefit increases for each full year beyond ten (10) years of service except that there are no further increases after twenty-five (25) years of service. The maximum target benefit under the senior officer retirement plan is 45% of final average salary. Reduced benefits are payable for lesser service and early retirement. Benefits under the senior officer retirement plan are offset 100% by social security benefits received by the officer and are computed on the basis of a straight-life annuity. The plan also provides forpre-retirement death and disability benefits. Amounts owing under the plan are payable from the general assets of the Company. Mr. Calabrese is not eligible for retirement benefits under the senior officer retirement plan based on his prior employment and retirement, which resulted in Mr. Calabrese taking his benefits at that time. There were no changes to the Senior Officer Retirement Plan in 2023.

35

Deferred Compensation PlansPlan. Our named executive officers are currently excluded from participating in our 401(k) plan by virtue of their compensation level. Accordingly, we have established a deferred compensation plan for certain employees, including the named executive officers, which permits them to defer up to 100% of their compensation to provide for their retirement. Under the deferred compensation plan, the Company may make matching contributions on a discretionary basis. Mr.Messrs. Evans and Mr. Bulfin are the only named executive officers who currentlyBlack participate in the deferred compensation plan.

Excess Group Life Insurance.Insurance. We pay rates for the life insurance policies of our named executive officers above the level that is excludable under applicable tax rules. Payments in connection with the resulting excess coverage are treated as imputed income to the officers and are not deductible by the Company.

How Each Compensation Element Fits into the Overall Compensation Objectives and Affects Decisions Regarding Other Elements

In establishing compensation packages for executive officers, numerous factors are considered, including the particular executive’s experience, expertise and performance, the Company’s overall performance and compensation packages available in the marketplace for similar positions. In arriving at amounts for each component of compensation, our Compensation Committee strives to strike an appropriate balance between base compensation and incentive compensation, including equity basedequity-based compensation and cash awards under the Senior Management Performance Award Plan. The committeeCompensation Committee also endeavors to properly allocate between cash andnon-cash compensation (subject to the availability of equity compensation awards under our then current equity compensation plans), and between annual and long-term compensation.

When considering the marketplace, particular emphasis is placed upon compensation packages available at a comparable group of peer companies.

In 2023, the Compensation Committee requested that Pay Governance completed in 2012provide the Compensation Committee with a report of its review and analysis of executive and director compensation levels, policies, practices, and procedures with a comparison to a set of peer companies selected by the Compensation Committee with input from Pay Governance. In 2023, the Compensation Committee also requested that Pay Governance provide the Compensation Committee with a report on behalfexecutive compensation trends and developments. Pay Governance prepared and submitted the various reports and presentations to the Compensation Committee and, on occasion, discussed the content with the Chairman of the Compensation Committee prior to evaluate its executive compensation program in light of the marketplace to make sure the program is competitive. Pay Governance completed in 2015 an assessment of Mr. Zoley’s total compensation in light of the marketplace and the ISS peer group specifically. Additionally, Pay Governance completed in 2017 a peer group analysis to evaluate the compensation levels of our named executive officers. The Compensation Committee intends to continue this practice on a periodic basis in the future.meetings.

36

Executive and Director Stock Ownership Guidelines

The Company adopted stock ownership guidelines in 2012 applicable to our senior executive officers, including our named executive officers, and our boardBoard members. The guidelines, as most recently amended in 2018, require our CEO to maintain equity holdings in GEO equal in value to at least 5x6 times his annual base salary, our other executive officers to maintain equity holdings in GEO equal in value to at least 3x3 times their annual base salaries, and ournon-employee directors to maintain equity holdings in GEO equal in value to at least 3x3 times their annual cash retainers. The guidelines as most recently amended also specify that shares which will count toward the total share ownership requirement are actual shares owned, options and restricted shares, vested and unvested, and unvested performance share awards at the threshold level. Performance share awards at the target and maximum level will not be counted until the performance metrics have been met and the performance shares have vested. All senior executive officers and directors must satisfy the stock ownership guidelines five years from their appointment as a director or a senior executive officer.

Clawback/Recoupment Policy

In October 2023, to comply with recent SEC rules and New York Stock Exchange listing standards, the Compensation Committee approved a new compensation recovery policy, also referred to as a “clawback” policy. The Company maintains a clawback policy providingprovides that any incentive payment awarded by GEO to an executive officer (including a named executive officer) under any GEO incentive compensation plan may be recouped by GEO in the event of an accounting restatement due to the material fraudnoncompliance of GEO with any financial reporting requirement under the U.S. federal securities laws, the company will attempt to recover from our covered executives (meaning any current or misconductformer executive officer of GEO as determined by the recipient, among other triggers.Board in accordance with the definition of “executive officer” set forth in Rule 10D-1), the excess of the amount of incentive-based compensation received by such officer during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.

Prohibited Transactions Under the Insider Trading PolicyProhibition of Hedging and Pledging of Company Shares

The Company prohibits certain transactions in the Company’s securities under the terms of its insider trading policy, including engaging in hedging transactions to hedge against losses on the Company’s securities, including but not limited to collars, forward sale contracts, trading in publicly traded options, puts, calls or other derivative instruments, and engaging in short sales of the Company’s securities, trading in options, warrants, putssecurities. Additionally, directors, officers and calls or similar instruments on the Company’s securities and holdingemployees may not hold Company securities in margin accounts.accounts or otherwise pledge Company securities as collateral for a loan unless a waiver from this restriction is granted by the Chief Executive Officer or the Chairman of the Compensation Committee. A waiver from this restriction was granted to Mr. Evans.

CONCLUSIONConclusion

We believe that our compensation programs appropriately reward executive performance and closely align the interests of our named executive officers and key employees with the interests of our shareholders, while also enabling the Company to attract, retain, and motivate talented executives. The Compensation Committee will continue to evolve and administer our compensation program in a manner that the Compensation Committee believes will be in the best interests of our shareholders. The Compensation Committee monitors the results of the advisory vote on our executive compensation (referred to as the“say-on-pay” vote) and incorporates such results as one of many factors considered in connection with the discharge of its responsibilities.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

Richard H. Glanton,Terry Mayotte, Chairman

AnneThomas C. Bartzokis

Scott M. Kernan

Andrew N. ForemanShapiro

Christopher C. Wheeler

37

Compensation Policies and Practices as They Relate to Risk Management

Our executive compensation program is designed to attract and retain our officers and to motivate them to increase shareholder value on both an annual and longer term basis primarily by generating increasing levels of revenue and net income.Adjusted EBITDA. To that end, compensation packages include significant forms of incentive compensation to ensure that an executive officer’s interest is aligned with the interests of our shareholders in generating revenue and net income.Adjusted EBITDA. Based upon the Compensation Committee’s regular review of the Company’s compensation policies and practices, the Compensation committeeCommittee determined that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.

38

SUMMARY COMPENSATION TABLE

The following table shows compensation earned by each of the named executive officers of GEO during 2017, 20162023, 2022 and 2015,2021, for services in all capacities while they were employees of GEO, and the capacities in which the services were rendered. For purposes of this proxy statement, GEO’s named executive officers are (i) the Chief Executive Officer of GEO, (ii) the Chief Financial Officer of GEO, and (iii) each of the three most highly compensated executive officers as of December 31, 20172023 of GEO other than the executive officers that served as Chief Executive Officer and theor Chief Financial Officer.Officer during the fiscal year ended December 31, 2023.