Founder George C. Zoley to lead GEO (NYSE: GEO) again as Chairman and CEO
Rhea-AI Filing Summary
The GEO Group, Inc. announced that Chief Executive Officer J. David Donahue will retire effective February 28, 2026. He signed a separation agreement under which he will receive consulting fees of $104,167 per month from March 1, 2026 through February 28, 2028, continued COBRA health coverage for up to 18–24 months, and continued vesting of his outstanding equity awards.
Founder and Executive Chairman Dr. George C. Zoley has been appointed Chairman and Chief Executive Officer effective March 1, 2026 under an amended employment agreement running through April 2, 2029. He will receive a base salary of $1,200,000, a target annual performance bonus equal to 200% of base salary, and annual restricted stock awards with grant-date fair value of at least 300% of base salary, in addition to existing retirement benefits.
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Insights
GEO announces a CEO transition with substantial consulting and leadership compensation arrangements.
The company is transitioning from CEO J. David Donahue, who retires in late February 2026, to founder and Executive Chairman Dr. George C. Zoley as Chairman and CEO starting March 1, 2026. Donahue remains tied to the business via a consulting role focused on secure services opportunities.
Donahue’s separation and consulting terms include monthly fees of
The filing emphasizes Zoley’s long history with GEO and his role in business development across corrections, detention, and rehabilitation services. The financial impact will depend on how these leadership and compensation arrangements influence strategy and performance, details of which are not quantified here and will emerge through future periodic reports.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Section 5 | Corporate Governance and Management |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 6, 2026, J. David Donahue, the Company’s Chief Executive Officer, provided notice to The GEO Group, Inc. (“GEO” or the “Company”) of his retirement effective February 28, 2026 (the “Separation Date”).
Mr. Donahue and GEO entered into a Separation Agreement and General Release on February 9, 2026 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Donahue will be entitled to receive the following in addition to accrued wages: (i) the payment of $104,167 per month commencing on March 1, 2026 and continuing through February 28, 2028 in accordance with the terms of the Consultant Agreement described below; (ii) be entitled to the payment of health insurance premiums for himself and any covered dependents under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period ending on the earlier of eighteen (18) months following the Separation Date (or up to twenty-four (24) months if entitled to an extension) or the date he is no longer entitled to receive COBRA continuation coverage; and (iii) the outstanding unvested stock options and restricted stock previously granted to Mr. Donahue will continue to vest in accordance with the applicable performance-based vesting metrics under the Company’s long-term equity incentive plan. The Separation Agreement also contains mutual release, cooperation and non-disparagement provisions. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Mr. Donahue and GEO also entered into a Consultant Agreement (the “Consultant Agreement”), effective as of March 1, 2026, for a term continuing through February 28, 2028 (the “Consulting Period”). Pursuant to the terms of the Consultant Agreement, Mr. Donahue will provide consulting services to GEO with respect to secure services business opportunities in the United States and overseas, including business development services and contract administration assistance for existing contracts. In consideration for such services, Mr. Donahue will receive, as previously disclosed in the Separation Agreement, the consulting fee of $104,167 per month during the Consulting Period, payable upon submission of a monthly billing statement, and will be reimbursed for reasonable and necessary documented travel and business expenses incurred in connection with the performance of services, subject to prior approval requirements. The Consultant Agreement also contains provisions related to confidentiality and conflicts of interest. The foregoing description of the Consultant Agreement is qualified in its entirety by reference to the full text of the Consultant Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
On February 9, 2026, George C. Zoley, GEO’s founder and Executive Chairman, was appointed Chief Executive Officer effective March 1, 2026 (the “Effective Date”). Dr. Zoley’s biography covering his business experience and educational background is included in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders filed on March 20, 2025 under the heading “Proposal 1: Election of Directors”, which section is incorporated by reference herein. As GEO’s founder, Dr. Zoley’s knowledge, experience, and leadership are invaluable to the operation and development of the Company. His more than 40 years with the Company make him uniquely qualified to be GEO’s Chairman and Chief Executive Officer.
In connection with his appointment, Dr. Zoley and the Company entered into the Second Amendment to Executive Employment Agreement (the “Employment Agreement”) on February 9, 2026 to reflect Dr. Zoley’s new title as Chairman and Chief Executive Officer and amend the compensation terms discussed below beginning on the Effective Date. The term of the Employment Agreement remains the same and ends on April 2, 2029 as may be extended by mutual agreement of the parties on an annual basis subject to the termination provisions in the Employment Agreement. Pursuant to the terms of the Employment Agreement, Dr. Zoley will serve as Chief Executive Officer and report directly to the Board of Directors.
Under the terms of the Employment Agreement, Dr. Zoley will be paid an annual base salary of $1,200,000, subject to the review and potential increase in the sole discretion of the Compensation Committee. Dr. Zoley will also be entitled to receive a target annual performance award of 200% of Dr. Zoley’s base salary and be entitled to receive an annual equity incentive award of restricted stock with a grant date fair value equal to at least 300% of Dr. Zoley’s base salary that shall vest in accordance with the terms of the Company’s equity compensation plan. In addition, Dr. Zoley is entitled to the compensation and benefits provided under the Amended and Restated Executive Retirement Agreement, between Dr. Zoley and GEO, dated May 27, 2021. All other terms and conditions of Dr. Zoley’s Employment Agreement with GEO shall remain unchanged and in full force and effect in accordance with the Executive Chairman Employment Agreement, dated May 27, 2021, as amended by the Amendment to Executive Chairman Employment Agreement, dated July 7, 2025.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
There are no arrangements or understandings between Dr. Zoley and any other person pursuant to which Dr. Zoley was appointed to serve as Chief Executive Officer of the Company. Please see the disclosure in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders filed on March 20, 2025 for the other disclosure required by Items 401(d) and 404(a) of Regulation S-K under the heading “Certain Relationships and Related Party Transactions”, which section is incorporated by reference herein.
| Section 7 | Regulation FD |
| Item 7.01 | Regulation FD Disclosure. |
On February 12, 2026, the Company issued a press release announcing the senior management changes discussed in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Section 9 | Financial Statements and Exhibits. |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Separation Agreement and General Release, entered into on February 9, 2026, between The GEO Group, Inc. and J. David Donahue. | |
| 10.2 | Consultant Agreement, entered into on February 9, 2026, between The GEO Group, Inc. and J. David Donahue. | |
| 10.3 | Second Amendment to Executive Employment Agreement, entered into on February 9, 2026, between The GEO Group, Inc. and George C. Zoley. | |
| 99.1 | Press release, dated February 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GEO GROUP, INC. | ||||||
| February 12, 2026 | By: | /s/ Mark J. Suchinski | ||||
| Date | Mark J. Suchinski | |||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
Exhibit 99.1
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NEWS RELEASE |
4955 Technology Way ∎ Boca Raton, Florida 33431 ∎ www.geogroup.com
CR-26-04
THE GEO GROUP ANNOUNCES CORPORATE REORGANIZATION
Boca Raton, Fla. – February 12, 2026 — The GEO Group, Inc. (NYSE: GEO) (“GEO” or the “Company”) announced today that GEO’s Chief Executive Officer, J. David Donahue, has notified the Company of his retirement, effective February 28, 2026. GEO further announced that the Company’s Founder and Executive Chairman, Dr. George C. Zoley, will return to the position of Chairman and Chief Executive Officer under an amended employment agreement effective March 1, 2026 through April 2, 2029.
Dr. Zoley founded GEO in 1984 and continues to play a major role in GEO’s development of new business opportunities in the areas of correctional and detention management, community reentry, electronic monitoring, offender rehabilitation, secure transportation, and other diversified government services. Dr. Zoley was appointed GEO’s Executive Chairman on July 1, 2021. He served as GEO’s Chief Executive Officer from the time the Company went public in 1994 through June 2021. He has served as Chairman of GEO’s Board of Directors since May 2002 and previously served as GEO’s Vice Chairman of the Board from January 1997 to May 2002. Prior to 1994, he served as President and Director from the Company’s incorporation in 1988.
George C. Zoley, GEO’s Chairman, Chief Executive Officer, and Founder, said, “We appreciate Dave Donahue’s many years of service to our Company and wish him well in his retirement. I look forward to working with our Management Team and our Board of Directors to lead our Company through what we expect to be a very active period with significant growth opportunities ahead.”
About The GEO Group
The GEO Group, Inc. (NYSE: GEO) is a leading diversified government service provider, specializing in design, financing, development, and support services for secure facilities, processing centers, and community reentry centers in the United States, Australia, South Africa, and the United Kingdom. GEO’s diversified services include enhanced in-custody rehabilitation and post-release support through the award-winning GEO Continuum of Care®, secure transportation, electronic monitoring, community-based programs, and correctional health and mental health care. GEO’s worldwide operations include the ownership and/or delivery of support services for 95 facilities totaling approximately 75,000 beds, including idle facilities and projects under development, with a workforce of up to approximately 20,000 employees.
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| Contact: Pablo E. Paez Executive Vice President, Corporate Relations |
(866) 301 4436 |
NEWS RELEASE
Use of forward-looking statements
This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the cautionary statements and risk factors contained in GEO’s filings with the U.S. Securities and Exchange Commission including its Form 10-K, 10-Q and 8-K reports. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements and risk factors contained in GEO’s filings with the U.S. Securities and Exchange Commission, including those referenced above. GEO disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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| Contact: Pablo E. Paez Executive Vice President, Corporate Relations |
(866) 301 4436 |
FAQ
What leadership changes did GEO (GEO) announce in this 8-K filing?
What are J. David Donahue’s retirement and consulting terms at GEO (GEO)?
How is GEO’s founder George C. Zoley compensated as Chairman and CEO?
What is the term of George C. Zoley’s new employment agreement at GEO (GEO)?
What services will J. David Donahue provide GEO (GEO) as a consultant?
Does GEO (GEO) describe any restrictions or protections in Donahue’s separation agreement?
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