Exhibit 97.1
THE GEO GROUP, INC.
CLAWBACK POLICY
(Effective October 2, 2023)
1. Introduction
1.1 Introduction. This document sets forth The GEO Group, Inc. Clawback Policy (the “Policy”), effective October 2, 2023. The Board of Directors (the “Board”) of The GEO Group, Inc. (the “Company”) has determined that it is in the best interests of the Company and its shareholders to adopt the Policy to provide for the Company's recoupment of Erroneously Awarded Compensation for Covered Executives. This Policy is designed to comply with the applicable rules of The New York Stock Exchange Listed Company Manual (the “NYSE Rules”) and with Section 10D and Rule 10D-1 of the Exchange Act (“Rule 10D-1”). All capitalized terms not defined herein shall have the meanings set forth in Section 3.4 of this Policy.
2. Mandatory Recovery as Required by the SEC and the NYSE
2.1 Recovery of Erroneously Awarded Compensation due to an Accounting Restatement.
1
DOCPROPERTY "CUS_DocIDChunk0" 72714663;4
2.2 Mandatory Disclosure. The Company shall file this Policy with the SEC and, in the event of an Accounting Restatement, will disclose information related to such Accounting Restatement in accordance with applicable law, including, for the avoidance of doubt, Rule 10D-1 and the NYSE Rules.
2
DOCPROPERTY "CUS_DocIDChunk0" 72714663;4
2.3 Prohibition of Indemnification. The Company shall not be permitted to insure or indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation that is repaid, returned, or recovered pursuant to the terms of this Policy. While Covered Executives subject to this Policy may purchase insurance to cover their potential recovery obligations, the Company shall not be permitted to pay or reimburse the Covered Executive for premiums for such an insurance policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid, or awarded to a Covered Executive from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on, or after the Effective Date of this Policy), including, for the avoidance of doubt, any indemnification agreement entered into between the Company and any Covered Executive.
2.4 Other Recoupment Rights. This Policy shall be binding and enforceable against all Covered Executives and, to the extent required by applicable law or guidance from the SEC or NYSE, their beneficiaries, heirs, executors, administrators, or other legal representatives. The Administrator intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan, or any other agreement or arrangement with a Covered Executive shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Covered Executive to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation, or rule pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement, or other arrangement.
3. Miscellaneous and Definitions
3.1 Administration and Interpretation. This Policy shall be administered by the Committee or by the Board acting as the Committee (either of these, as applicable, the “Administrator”), which shall have authority to (i) exercise all of the powers granted to it under the Policy, (ii) construe, interpret, and implement this Policy, (iii) make all determinations necessary or advisable in administering this Policy and for the Company’s compliance with NYSE Rules, Section 10D and Rule 10D-1, and any other applicable law, regulation, rule, or interpretation of the SEC or NYSE Rules promulgated or issued in connection therewith, and (iv) amend this Policy, including to reflect changes in applicable law or stock exchange regulation. Any determinations made by the Administrator shall be final and binding on all affected individuals.
3.2 Amendment; Termination. The Administrator may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section 3.2 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, Rule 10D-1, or any NYSE Rules.
3.3 No Impairment of Other Remedies. This Policy does not preclude the Company from taking any other action to enforce a Covered Executive’s obligations to the Company or limit any other remedies that the Company may have available to it and any other actions that the Company may take, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities.
3.4 Definitions. For purposes of this Policy, the following terms shall have the following meanings:
3
DOCPROPERTY "CUS_DocIDChunk0" 72714663;4
4
DOCPROPERTY "CUS_DocIDChunk0" 72714663;4
***
5
DOCPROPERTY "CUS_DocIDChunk0" 72714663;4
Exhibit A
ATTESTATION AND ACKNOWLEDGEMENT OF CLAWBACK POLICY
By my signature below, I acknowledge and agree that:
By: _________________________
Name: _______________________
Date: ________________________
6
DOCPROPERTY "CUS_DocIDChunk0" 72714663;4