Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 31, 2023, The GEO Group, Inc. ("GEO" or the "Company") and David
Venturella, who served as GEO's Senior Vice President, Client Relations until
February 1, 2023, entered into a consulting agreement, effective February 1,
2023 (the "Consultant Agreement"). The Company previously announced on a Form
8-K filed on July 22, 2022 Mr. Venturella's retirement effective February 1,
2023 and announced that Matthew Albence would succeed Mr. Venturella as Senior
Vice President, Client Relations.
Under the terms of the Consultant Agreement, which will continue through
January 31, 2025 (the "Consulting Period"), unless extended by mutual agreement
or terminated earlier by Mr. Venturella with not less than 30 days prior written
notice, Mr. Venturella will provide consulting services to GEO and its
subsidiaries, including providing any and all assistance requested by GEO to
assist GEO in submitting proposals for new projects or for the renewal of
existing contracts and participating in conference calls with GEO staff, as
requested, regarding new projects, the renewal of existing projects or other
matters as reasonably requested by GEO, for a consulting fee of $10,000 per
month for the Consulting Period. Additionally, all of Mr. Venturella's
previously-awarded unvested performance shares will remain active and shall
continue to vest as scheduled. The Consultant Agreement also contains customary
provisions related to non-competition and confidentiality.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Consultant Agreement, by and between The GEO Group, Inc. and David
Venturella, effective February 1, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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