Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2023, The GEO Group, Inc. ("GEO" or the "Company") announced that
Ann Schlarb, GEO's Senior Vice President and President of GEO Care, will be
retiring from her executive officer role effective January 31, 2023 (the
"Effective Date"). Following her retirement, Ms. Schlarb will serve as a
consultant to GEO under the terms of a Consultant Agreement, effective
February 1, 2023 (the "Consultant Agreement"), entered into between GEO and
Ms. Schlarb on January 6, 2023, the terms of which are summarized below.
Ms. 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.") and she originally joined B.I. in 1995. Ms. Schlarb was
promoted to Senior Vice President and President of GEO Care in July 2014. GEO
thanks Ms. Schlarb for her years of dedicated service and looks forward to her
continued contributions to GEO.
Mr. Wayne Calabrese, GEO's Chief Operating Officer, will assume the executive
officer duties and responsibilities of overseeing B.I. and GEO Care commencing
on the Effective Date and will continue to work closely with Ms. Schlarb in her
consulting role to ensure a smooth transition. Mr. Calabrese is a highly
seasoned and tenured executive with over 20 years of experience in GEO's
business. Mr. Calabrese originally joined GEO as Vice President of Business
Development in 1989 and served in a range of increasingly senior positions,
retiring in December 2010 as Vice Chairman of the Board, President and Chief
Operating Officer of the Company. Mr. Calabrese's background, together with his
extensive knowledge and prior experience in various GEO leadership positions,
makes him uniquely qualified to serve as GEO's Chief Operating Officer.
Under the terms of the Consultant Agreement, which will continue through
January 31, 2026 (the "Consulting Period"), unless extended by mutual agreement
or terminated earlier solely as a result of Ms. Schlarb's death or disability,
Ms. Schlarb will provide consulting services to GEO and its subsidiaries,
including but not limited to GEO Care and B.I. and their successors and assigns,
including participating in calls and meetings with GEO staff and government
officials and assisting with proposals relating to renewals of existing
contracts and securing new contracts with respect to residential reentry and
electronic monitoring services, for a consulting fee of $15,000 per month and
certain benefits, including use of her Company car and reimbursement for COBRA
coverage, if so elected, subject to the terms and conditions outlined in the
Consultant Agreement. Additionally, all of Ms. Schlarb's unvested
performance-based shares will continue to vest according to their terms as long
as Ms. Schlarb continues to serve as a consultant at the end of each performance
period. Ms. Schlarb will not be entitled to receive new awards of
performance-based shares subsequent to the Effective Date. The Consultant
Agreement also contains customary provisions related to non-competition,
confidentiality and non-disparagement. The foregoing description is qualified in
its entirety by reference to the full text of the Consultant Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Following the Effective Date, Ms. Schlarb will be entitled to receive a
retirement benefit of $10,000 per month in satisfaction of the terms of the
Senior Officer Retirement Plan, as amended by the agreement between GEO and
Ms. Schlarb that the number of years of service Ms. Schlarb will be credited
with for purposes of calculating her retirement benefits under the Senior
Officer Retirement Plan shall include her services at B.I. prior to the
acquisition of B.I. by GEO.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Consultant Agreement, by and between The GEO Group, Inc. and Ann
Schlarb, effective February 1, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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