DEF 14A of Brinks Co, Mar 18, 2024

DEF 14A of Brinks Co

Filed Mar 18, 2024 · FY20230001104659-24-035666

Open on EDGAR

  1. Proposals

    | Executive Compensation Tables | 52 | | Summary Compensation Table | 52 | | 2023 Grants of Plan-Based Awards Table | 54 | | Outstanding Equity Awards at Fiscal Year-End 2023 Table | 56 | | 2023 Option Exercises and Stock Vested Table | 58 | | 2023 Non-qualified Deferred Compensation Table | 58 | | Potential Payments Upon Termination or Change in Control | 61 |

  2. Proposals

    | CEO Pay Ratio for 2023 | 68 |

  3. Proposals

    | Pay Versus Performance | 70 |

  4. Proposals

    | Director Compensation | 75 |

  5. Board Nominees

    Board Nominees

  6. Board Nominees

    | | Name, Age and Position* | Gender | Race | Citizenship | Years on Board | Committee Membership | | | | | | | | | | | AC | CC | CGC | FC | | | Kathie J. Andrade, 63 Retired CEO, TIAA Retail Financial Services and Chairman of TIAA Federal Savings Bank | F | W | US | 5 | ■ | | ☐ | | | | Paul G. Boynton, 59 Past President, CEO and Chair, Rayonier Advanced Materials Inc. and Rayonier, Inc. | M | W | US | 14 | | ■ | | ☐ | | | Ian D. Clough, 57 Executive Vice President, Global Pricing, DHL Express | M | W | UK | 8 | ☐ | | | ■ | | | Susan E. Docherty, 61 CEO, Interim COO and Director, ElectraMeccanica Vehicles Corp. | F | W | Dual (Canada/US) | 10 | | ☐ | | ■ | | | Mark Eubanks, 51 President and CEO, The Brink’s Company | M | W | US | 2 | | | | | | | Michael J. Herling (Chairman), 66 Partner, Finn Dixon & Herling | M | W | US | 15 | | ■ | ■ | | | | A. Louis Parker, 69 Retired Corporate Vice President, General Electric Company/GE Capital and Co-Founder, Visible Men Academy | M | B | US | 3 | ■ | | ■ | | | | Timothy J. Tynan, 64 CEO, Chargeback Gurus | M | W | US | 3 | | ■ | | ■ | | | Keith R. Wyche, 64 Vice President, Community Engagement and Support, Walmart, Inc. | M | B | US | 2 | ■ | | ■ | |

  7. Board Nominees

    * All director nominees are independent, except for Mr. Eubanks.

  8. Board Nominees

    | AC = Audit & Ethics Committee CC = Compensation & Human Capital Committee CGC = Corporate Governance & Nominating Committee FC = Finance & Business Development Committee ■ = Committee Member | ☐ = Committee Chair F = Female M = Male W = White B = Black or African American |

  9. Board Nominees

    | 4 | 2024 Proxy Statement |

  10. Compensation Elements

    | PAY ELEMENT | HIGHLIGHTS | | Base Salary (Fixed) | ■ Base salary is fixed cash compensation that provides pay at a level consistent with competitive market practices based on an executive’s role, responsibilities, skills, experience and performance. ■ Base salary provides fixed compensation necessary to attract and retain executives. | | Annual Incentive (Performance-Based and At-Risk) | ■ The annual cash incentive opportunity under our Brink’s Incentive Plan (“BIP”) is a cash award based on Company financial performance, individual performance and, for certain executives, performance of operating companies within their scope of responsibility. ■ Annually, the Compensation Committee sets a rigorous, pre-established target level of performance for one or more metrics aligned to our financial goals for the year, which we believe are key drivers of shareholder value. | | Long-Term Incentive (“LTI”) (Performance-Based and At-Risk) | ■ Our annual equity award opportunity is designed to ensure a significant portion of NEO compensation is tied to our long-term Company financial performance and increases in shareholder value over a long-term performance period, primarily earnings before interest, depreciation and amortization (“EBITDA”) and total shareholder return (“TSR”). ■ The Compensation Committee annually determines the types and mix of LTI awards to be made to NEOs and makes appropriate changes based upon an analysis of external market data, consistent with our pay for performance philosophy and strong emphasis on creating shareholder value and attracting and retaining talent. ■ In 2023, awards were granted as a mix of Internal Metric (“IM”) performance stock units (“PSUs”) subject to a relative TSR modifier of +/- 25% (“TSR Modifier”), and restricted stock units (“RSUs”). IM PSUs with TSR Modifier are paid out in shares of Common Stock at the end of a performance period, typically three years, based on achievement of a pre-established performance goal or goals (as modified by the TSR Modifier), and subject to a three-year vesting requirement. No options have been awarded since 2020. |

  11. Annual Incentives

    Annual Incentives In February 2023, the Compensation Committee determined to use 50% non-GAAP operating profit, 25% non-GAAP revenue and 25% non-GAAP free cash flow as the annual incentive program metrics for the BIP. The Compensation Committee believed that re-implementing a revenue goal for 2023 was appropriate because easing of the COVID-19 pandemic allowed for more predictability in revenue. The addition of a free cash flow goal for 2023 was intended to align management incentives with shareholders’ focus on free cash flow generation.

  12. LTI Awards

    LTI Awards For 2023, the LTI mix approved by the Compensation Committee was 75% IM PSUs with TSR Modifier and 25% RSUs for all NEOs. For the IM PSUs with TSR Modifier, in 2023, the Compensation Committee set a three-year total non-GAAP adjusted EBITDA performance target (subject to the TSR Modifier), based on a belief that this metric incentivizes leaders to execute our organic and acquisition growth strategy, aligns to one of the most common performance metrics used for LTI plans in our Proxy Peer Group (as defined on page 38), and ensures there is variation from the metrics used in our annual incentive plan. No off-cycle grants (i.e., grants other than annual or sign-on LTI awards) were made in 2023 to NEOs. No options were granted in 2023.

  13. LTI Awards

    | 12 | 2024 Proxy Statement |

  14. 2023 Annual and Long-Term Incentive Payouts

    2023 Annual and Long-Term Incentive Payouts In February 2024, the Compensation Committee (and the independent members of the Board for Mr. Eubanks) approved 2023 annual incentive payouts for the NEOs based upon the Company’s 2023 non-GAAP operating profit, revenue and free cash flow performance against the targets established as part of the 2023 BIP. The Company performance factor was determined by the Compensation Committee to be 98% and resulted in payouts to the NEOs ranging from approximately 84.9% to 102.9% of their respective targets. In February 2023, the Compensation Committee certified the level of payouts for the 2021-2023 IM PSU awards, for the performance period from 2021 to 2022 (subject to continued time-based vesting requirements through February 2024), which reflected Company performance of $1.523 billion non-GAAP adjusted EBITDA*, which was above the maximum performance goal and resulted in a payment to each applicable NEO of 200% of the target IM PSUs awarded in 2021. In February 2024, the Compensation Committee certified the level of payouts for the 2021-2023 Relative TSR PSU awards, for the performance period from 2021 to 2023, which reflected performance at the 50th percentile of the comparator group established by the Compensation Committee, which was at the target performance goal and resulted in a payment to each applicable NEO of 100% of the target Relative TSR PSUs awarded in 2021. A comprehensive review of the 2023 compensation program, including its elements, objectives, rationale and payouts, is included in the “Compensation Discussion and Analysis,” beginning on page 29. This non-GAAP financial measure is not presented in accordance with GAAP. See Appendix A of this Proxy Statement for a reconciliation of non-GAAP adjusted EBITDA to its most directly comparable GAAP financial measure.

  15. 2023 Annual and Long-Term Incentive Payouts

    | | 13 |

  16. 2023 Annual and Long-Term Incentive Payouts

    Corporate Governance

  17. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    Nominees for Election as Directors for a One-Year Term Expiring in 2025

  18. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 63 Audit Committee Corporate Governance Committee (Chair) Director since: 2019 | KATHIE J. ANDRADE | | | Ms. Andrade is the former Chief Executive Officer of TIAA Retail Financial Services and Chairman of TIAA Federal Savings Bank (“TIAA”), a leading provider of financial services in the academic, research, medical, cultural and governmental fields, where she served from 2016 to 2018. Ms. Andrade joined TIAA in 2008 serving as Chief Operating Officer of Individual Advisory Services. From 2011 to 2016, she served as both President of TIAA Services Broker-Deal and Head of Individual Advisory Services. Between 1986 and 2008, she held a number of senior management positions at Bank of America, including Chief Operating Officer for the alternative investments group and Chief Operating and Technology Officer for the wealth management group. Ms. Andrade currently serves on the Board of Directors of Grange Insurance, a privately owned company where she is a member of the Strategy and Finance, Human Capital and Governance Committees. She also serves as a board member for Lincoln Investments, a privately owned company. Ms. Andrade previously served on the Board of Directors of Waddell & Reed Financial, Inc. (NYSE:WDR) from 2019 to 2021. She is an experienced leader who brings a deep understanding of the financial services industry, business strategy, risk management, corporate governance and technological innovation to the Board. |

  19. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 59 Compensation Committee Finance Committee (Chair) Director since: 2010 | PAUL G. BOYNTON | | | Mr. Boynton is the former President and CEO of Rayonier Advanced Materials Inc. (NYSE:RYAM) (“Rayonier”), a global producer of high-value cellulose fibers, packaging materials and forest products. Mr. Boynton served as an Executive Advisor to Rayonier from June to December 2022. Prior to that, he served as President and Chief Executive Officer from 2014 to 2021, Chairman from 2014 to 2020 and Vice Chair from January to May of 2022. Mr. Boynton previously served as President and Chief Executive Officer of Rayonier Inc. from January 2012 through June 2014 and additionally served as Chairman from May 2012 through June 2014. Prior to this time, he served as President and Chief Operating Officer from 2010 to 2011; Executive Vice President, Forest Resources and Real Estate from 2009 to 2010; and Senior Vice President, Performance Fibers and Wood Products from 2008 to 2009. Mr. Boynton is a member of the Board of Trustees for Jacksonville University. He previously served as a member of the Board of Governors and its Executive Committee of the National Council for Air and Stream Improvement and a member of the Board of Directors of the National Association of Manufacturers. He also served as a member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Jacksonville Branch from 2017 to 2022. Mr. Boynton brings his executive-level international business operations experience through his work for Rayonier, as well as experience in strategic business development, risk management, regulatory compliance and sales and marketing to the Board. |

  20. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 57 Audit Committee (Chair) Finance Committee Director since: 2016 | IAN D. CLOUGH | | | Mr. Clough is the Executive Vice President, Global Pricing for DHL Express, a company that provides global contract logistics solutions. He has served in the position since April 2022. Prior to that, he served as Managing Director, Network, Logistics and Transport at DHL Supply Chain from June 2018 to April 2022. From May 2016 to June 2018, he was an independent management consultant. Mr. Clough served as Managing Director of International Europe of TNT Express N.V. (a Netherlands-based international courier delivery services company) from April 2014 to May 2016 and also served as a member of the company’s Management Board during that time. Previously, he served as Chief Executive Officer of DHL Express (USA), part of the Deutsche Post DHL Group from 2009 to 2014. Mr. Clough has experience in general management as well as in leading business turnarounds. He also brings to the Board deep transportation and logistics industry insight and knowledge, as well as experience in leading international businesses. |

  21. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | | 25 |

  22. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 61 Compensation Committee (Chair) Finance Committee Director since: 2014 | SUSAN E. DOCHERTY | | | Ms. Docherty is the Chief Executive Officer, interim Chief Operating Officer and a director of ElectraMeccanica Vehicles Corporation (“Electrameccanica”) (Nasdaq:SOLO), a company that designs and manufactures micromobility electric vehicles. Ms. Docherty has been with ElectraMeccanica since December 2022. Prior to that, she served as the Chief Executive Officer of Canyon Ranch, a company that promotes healthy living and holistic wellness retreats, with destination resorts and real estate throughout the United States, from May 2015 to August 2019. Ms. Docherty has more than three decades of experience in the automotive industry. She served as GM Vice President with operating responsibility as President and Managing Director for Chevrolet and Cadillac Europe, General Motors Company, an automobile manufacturing company, from December 2011 through September 2013. Ms. Docherty served as Vice President of International Operations Sales, Marketing and Aftersales from 2010 to 2011; and Vice President U.S. Sales, Service and Marketing from 2009 to 2010; Vice President, U.S. Sales in 2009; and General Manager and Vice President, Buick-Pontiac-GMC from 2008 to 2009. Ms. Docherty currently serves on the Board of Directors of J&J Ventures Gaming LLC, a private entertainment and amusement company, a position that she has held since September 2021. Ms. Docherty previously served on the Board of Mister Car Wash, Inc. (NYSE:MCW) from June 2021 to January 2023. Ms. Docherty has executive-level experience in international business operations and significant experience in human capital management, consumer sales, marketing and merger/acquisitions. |

  23. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 51 Director since: 2022 | MARK EUBANKS | | | Mr. Eubanks has served as President and CEO and a director of the Company since May 2022. Prior to that, he served as the Company’s Executive Vice President and Chief Operating Officer (“COO”) from September 2021 to May 2022. Before joining the Company, Mr. Eubanks served as President, Europe, Middle East and Africa for Otis Worldwide Corporation (NYSE:OTIS) from April 2019 to September 2020. Prior to that, he served as Group President, Electrical Products, for Eaton Corporation plc, a global power management company, from 2015 to 2019. Mr. Eubanks brings his significant operational experience at large, complex international businesses to the Board, together with his financial and strategic experience. |

  24. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 66 Compensation Committee Corporate Governance Committee Director since: 2009 Chairman of the Board | MICHAEL J. HERLING | | | Mr. Herling is the Board’s independent Chairman of the Board. Mr. Herling served as the Company’s independent Lead Director from May 2022 to May 2023, when Mr. Pertz retired from the Board, at which time the Company returned to a non-executive Chairman leadership structure. Prior to his tenure as Lead Director, Mr. Herling served as the Chairman of the Board from 2016 to 2022. Mr. Herling is a founding partner of Finn Dixon & Herling LLP (a law firm that provides corporate, transactional, securities, investment management, lending, tax, executive compensation and benefits and litigation counsel). He has held that position since 1987. He currently serves as the Chair of the Board of Trustees of Colgate University. The Board benefits from Mr. Herling’s entrepreneurial experience as a founding partner of Finn Dixon & Herling and his extensive legal experience representing corporate and institutional clients and their boards of directors with a focus on strategic initiatives and complex transactions such as mergers and acquisitions and financings. Through his varied Board experience, Mr. Herling brings his experience and knowledge in corporate governance and compliance, risk oversight, audit, management and executive compensation matters to the Board. |

  25. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | 26 | 2024 Proxy Statement |

  26. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 69 Audit Committee Corporate Governance Committee Director since: 2021 | A. LOUIS PARKER | | | Mr. Parker is a retired Corporate Vice President of General Electric Company (NYSE:GE) and GE Capital, the financial services division of General Electric Company. He is also an Emeritus Board Member of Visible Men Academy, an innovative public, tuition-free K-5 charter school for at-risk boys in Bradenton, Florida, which he co-founded in 2012. He served as CEO of Visible Men Academy until January 2023. Before that, Mr. Parker served as the Executive Vice President and Chief Financial Officer of Visible Men Academy from 2012 to April 2021. From 1996 to 2009, Mr. Parker held the Chief Executive Officer role in multiple business lines within GE Capital, during which time he was named a General Electric Vice President, a Top 30 Executive and a member of the Corporate Executive Council. He is an alumnus and, since 2005, has served on the Board of Directors of A Better Chance, whose mission is to increase the number of young people of color prepared to assume leadership positions in our society. Mr. Parker is also a member and previously served on the board of The Executive Leadership Council, a membership organization for the development of global black leaders. Throughout his executive career, including work at IBM, Morgan Stanley, ADP and GE, he served in various industries, including insurance, financial services, homeland security and manufacturing. Mr. Parker brings valuable international business operations experience to the Board and a deep understanding of Lean/Six Sigma, acquisition integrations, technology, business restructurings, risk management, finance and equity and inclusion. |

  27. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 64 Compensation Committee Finance Committee Director since: 2021 | TIMOTHY J. TYNAN | | | Mr. Tynan is the CEO of Chargeback Gurus, a provider of risk mitigation chargeback prevention and recovery services for e-commerce payments, a position that he has held since October 2022. He is the former CEO of Banc of America Merchant Services LLC (BAMS), one of the largest payments processing organizations in the U.S., a joint venture with Bank of America and Fiserv. He served in that role from May 2014 until February 2021. Prior to that role, Mr. Tynan held senior leadership positions at Citigroup from 2001 through 2014 including COO of global transaction banking, global head of shared business services, and in Tokyo, Japan, where he served as the managing director and regional head of the treasury, trade, and securities services divisions from 2012 to 2014. He was also an executive officer and member of the management committee of Citibank Japan Ltd. Mr. Tynan began his career with the IBM Corporation and held various executive leadership roles in sales & marketing, product development, service, and client relationship management. Mr. Tynan currently serves on the Boards of Directors of Chargeback Gurus and Engage Fi (provider of consulting services to credit unions and community banks), which are both privately owned companies of Falfurrias Capital Partners, where Mr. Tynan is senior advisor. Mr. Tynan brings to the Board valuable banking, fintech and digital payments experience. He also provides experience in merchant payments processing, business integration and technology, financial reporting, HR operations, procurement and regulatory compliance. |

  28. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Age: 64 Audit Committee Corporate Governance Committee Director since: 2022 | KEITH R. WYCHE | | | Keith R. Wyche is the Vice President, Community Engagement and Support at Walmart, Inc. (NYSE:WMT). Mr. Wyche has served in this role since 2020 and expects to retire on March 31, 2024. Prior to this role, Mr. Wyche served as Vice President, Operations at Walmart from 2017 until 2020. Prior to Walmart, Mr. Wyche held leadership roles in operations at Pitney Bowes and Convergys (now a part of Concentrix), and served as president at two of SuperValu’s grocery chains, Cub Foods and Acme Markets. Mr. Wyche served on the board of directors at the non-profit Skills for Chicagoland’s Future from December 2020 to December 2022. Previously, he served as board director at WMS Industries (NYSE:WMS) from 2011 to 2013, now a wholly owned subsidiary of Scientific Games Corporation (NASDAQ:SGMS). Mr. Wyche is an experienced leader who brings a deep understanding of the retail industry, global business operations, talent management and diversity, equity and inclusion to the Board. |

  29. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | | 27 |

  30. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    Proposal No. 2 — Advisory Resolution to Approve Named Executive Officer Compensation

  31. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION. |

  32. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    The Company is seeking shareholder approval of an advisory resolution to approve the compensation of the NEOs as disclosed in this Proxy Statement. The Board unanimously recommends a vote “FOR” approval of an advisory resolution on NEO compensation as disclosed in this Proxy Statement. The 2023 compensation awarded to the NEOs is consistent with our pay for performance compensation philosophy described in detail in the “Compensation Discussion and Analysis” beginning on page 29 of this Proxy Statement as well as the Company’s results for the year. We maintain a compensation philosophy to pay for performance and align pay with shareholder value creation. The Board continues to believe that our compensation program is driving the right behaviors for our executives, which, in turn, benefits our shareholders. The Company holds this non-binding advisory vote annually, and we anticipate that the next non-binding advisory vote will occur at the 2025 Annual Meeting of Shareholders. Under the SEC rules, your vote is advisory and will not be binding upon the Company or the Board. However, the Compensation Committee values the opinions of our shareholders and will review and consider the voting results when considering future executive compensation arrangements. In accordance with Section 14A of the Exchange Act rules, shareholders are asked to approve the following advisory resolution: “RESOLVED, that the Company’s shareholders approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, the other related tables and the accompanying narrative on pages 29 through 67.”

  33. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | 28 | 2024 Proxy Statement |

  34. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    Compensation Discussion and Analysis

  35. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Executive Summary | 30 | | Our Named Executive Officers | 30 | | 2023 in Review | 31 | | Pay Aligned with Performance: 2023 Annual and Long-Term Incentive Payouts | 31 | | Executive Compensation Program Changes in 2023 | 32 | | 2023 “Say on Pay” Results and Shareholder Engagement | 33 |

  36. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Compensation Philosophy and Governance Practices | 33 | | Pay for Performance Compensation Philosophy | 33 | | Compensation Governance Practices | 34 |

  37. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Executive Compensation Program Components for 2023 | 35 | | Primary Components | 35 | | Secondary Components | 36 |

  38. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Process for Setting Executive Compensation | 36 | | Compensation Committee Review Process | 36 | | Role of the CEO | 36 | | Role of the Compensation Consultant | 37 | | Compensation Consultant Independence | 37 |

  39. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Factors Considered in Making Compensation Decisions | 37 | | Performance | 37 | | Market Competitiveness | 37 | | Balanced Compensation Mix | 39 |

  40. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | 2023 Compensation Decisions by Component | 39 | | Base Salary | 39 | | Annual Cash Incentive Awards — Brink’s Incentive Plan | 40 | | Long-Term Incentive Compensation | 43 |

  41. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | Benefits | 48 | | General | 48 | | Deferred Compensation Program | 48 | | Executive Salary Continuation Plan | 49 | | Long-Term Disability Plan | 49 | | 401(k) and Health and Welfare Plans | 49 | | Perquisites | 49 | | Severance Pay Plan | 49 | | Change in Control Plan | 49 | | Clawback Policies | 50 | | Stock Ownership Guidelines and Prohibition Against Hedging and Pledging | 50 |

  42. Nominees for Election as Directors for a One-Year Term Expiring in 2025

    | | 29 |

  43. Pay Aligned with Performance: 2023 Annual and Long-Term Incentive Payouts

    Pay Aligned with Performance: 2023 Annual and Long-Term Incentive Payouts At the core of our executive compensation program is the link between compensation and Company and individual performance over both the short- and long-term. We do this through incentive compensation that aligns the interests of executives and shareholders, including by setting rigorous goals tied to performance metrics that are intended to drive our business forward. Annual incentive program payout determinations under the BIP for 2023 for the NEOs reflect the Company’s performance against the specific, pre-established financial goals of 2023 non-GAAP operating profit (50%), revenue (25%) and free cash flow (25%). The NEOs received 2023 BIP payouts ranging from approximately 84.9% to 102.9% of their respective targets.

  44. Pay Aligned with Performance: 2023 Annual and Long-Term Incentive Payouts

    | | 31 |

  45. Pay Aligned with Performance: 2023 Annual and Long-Term Incentive Payouts

    The annual incentive payouts reflect: actual non-GAAP operating profit of $615 million, adjusted to $590 million (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was below the target goal of $640 million*; ■ actual non-GAAP revenue of $4.875 billion, adjusted to $4.810 billion (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was below the target goal of $4.875 billion*; ■ actual non-GAAP free cash flow of $393 million, adjusted to $372 million (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was above the target goal of non-GAAP free cash flow performance of $325 million*; ■ performance of the operating companies within a NEO’s area of responsibility (where applicable); and ■ individual performance factors, Company values and success factors based on leadership behaviors. In February 2023, the Compensation Committee certified the level of payouts for the 2021-2023 IM PSU awards, for the performance period from 2021 to 2022 (subject to continued time-based vesting requirements through February 2024), which reflected Company performance of $1.523 billion non-GAAP adjusted EBITDA*, which was above the maximum performance goal, and resulted in a payment to each applicable NEO of 200% of the target IM PSUs awarded in 2021. In February 2024, the Compensation Committee certified the level of payouts for the 2021-2023 Relative TSR PSU awards, for the performance period from 2021 to 2023, which reflected performance at the 50th percentile of the comparator group established by the Compensation Committee, which was at the target performance goal, and resulted in a payment to each applicable NEO of 100% of the target Relative TSR PSUs awarded in 2021. See pages 43 to 48 for a description of LTI payouts.

  46. Executive Compensation Program Changes in 2023

    Executive Compensation Program Changes in 2023 In 2023, the Compensation Committee approved several changes to the executive compensation program, which are further described in this Compensation Discussion and Analysis. The Compensation Committee changed the LTI mix for 2023, from 50% IM PSUs, 25% relative TSR PSUs and 25% time-vested RSUs to 75% IM PSUs with TSR Modifier and 25% time-vested RSUs for all NEOs. The TSR Modifier is subject to a cap of 100% (reduced from 125%) if absolute TSR during the performance period is negative. The primary reason for this change was that use of a relative TSR modifier for executive equity awards is more prevalent among the Company’s Proxy Peer Group than use of a stand-alone relative TSR performance goal. The Compensation Committee also changed the annual incentive program metrics under the BIP from 75% non-GAAP operating profit and 25% non-GAAP operating profit margin to 50% non-GAAP operating profit, 25% non-GAAP revenue and 25% non-GAAP free cash flow for all NEOs. The Compensation Committee believed that re-implementing a revenue goal for 2023 was appropriate because the easing of the COVID-19 pandemic allowed for more predictability in revenue. The addition of a free cash flow goal for 2023 was intended to align management incentives with shareholders’ focus on free cash flow generation. Non-GAAP financial measures, which served as metrics in our short- and long-term incentive program in 2023, are not presented in accordance with GAAP. See Appendix A of this Proxy Statement and pages 35 to 37 of the 2023 Annual Report for a reconciliation of non-GAAP operating profit to the most directly comparable GAAP financial measures. There is no difference between GAAP and non-GAAP revenues. See Appendix A of this Proxy Statement for a reconciliation of non-GAAP adjusted EBITDA and non-GAAP free cash flow before dividends to the most directly comparable GAAP financial measures.

  47. Primary Components

    | | | Compensation Element | How Payout Is Determined | Performance Measures | Purpose | | SHORT-TERM | PAID IN CASH | Salary (fixed) | ■ Compensation Committee judgment, informed by evaluation of market data | N/A | ■ Provides compensation at a level consistent with competitive practices ■ Reflects role, responsibilities, skills, experience and performance | | | | Annual Incentive (variable) | ■ Compensation Committee review of performance against pre-established financial goals and individual performance, with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set | ■ 2023 Non-GAAP Operating Profit (50% weighting) ■ 2023 Non-GAAP Revenue (25% weighting) ■ 2023 Non-GAAP Free Cash Flow (25% weighting) ■ Individual performance ■ Region operating performance, as applicable | ■ Motivates and rewards executives for achievement of annual corporate, business unit and individual performance goals ■ Aligns management and shareholder interests by linking pay and performance | | LONG-TERM | PAID IN STOCK | LTI: PSUs (variable) | ■ Formulaic, with Compensation Committee review of performance against pre-established goals measured over a performance period | ■ 3-year Non-GAAP Adjusted EBITDA with the TSR Modifier ■ Stock price performance | ■ Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value ■ Enhances retention of key executives who drive sustained performance ■ Aligns management and shareholder interests by facilitating management ownership and tying compensation to stock price performance over a sustained period | | | | LTI: RSUs (variable) | ■ RSUs vest in generally three, equal annual installments and the value of units depends on stock price at time of vesting | ■ Stock price performance | ■ Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value ■ Enhances retention of key executives who drive sustained performance ■ Aligns management and shareholder interests by facilitating management ownership and tying compensation to stock price performance over a sustained period |

  48. Secondary Components

    | Compensation Element | Components of Compensation | Purpose | | Benefits | ■ Deferred compensation program participation for U.S. executives, including NEOs ■ Company matching contributions on amounts deferred (up to 10% of salary and 10% of any annual incentive payout), the value of which is tied directly to the Company’s stock price ■ Executive salary continuation, long-term disability plan, and business accident insurance participation ■ Welfare plans and other arrangements that are available on a broad basis to employees | ■ Provides for current and future needs of the executives and their families ■ Aligns management and shareholder interests by encouraging management ownership of Company stock through participation in the deferred compensation program ■ Enhances recruitment and retention | | Perquisites | ■ Executive physical examinations ■ Reimbursement of relocation expenses (including certain related tax gross-ups), as well as expenses related to expatriate assignments ■ Reimbursement of certain financial planning expenses | ■ Provides for health and safety of executives ■ Enhances recruitment and retention | | Severance Pay Plan | ■ Contingent amounts payable only if employment is terminated without cause, other than by reason of incapacity, or is terminated by the executive with good reason (as defined in the plan) | ■ Reflects current market practice and enhances retention | | Change in Control Severance Benefits | ■ Contingent amounts payable only if employment is terminated under certain circumstances following a change in control | ■ Encourages the objective evaluation and execution of potential changes to the Company’s strategy and structure |

  49. Compensation Committee Review Process

    Compensation Committee Review Process The Compensation Committee sets each component of target compensation for the Company’s NEOs. At least annually, the Compensation Committee undertakes a comprehensive review of competitive market data and information regarding target compensation levels provided to the Company’s CEO and other senior executives, including base salary, target annual incentive and LTI awards. The Compensation Committee reviews the CEO’s evaluation of the performance of the other NEOs, as well as his recommendations related to their compensation, when considering NEO target compensation and payout determinations. With respect to the CEO, the Compensation Committee reviews performance relative to annual objectives and competitive market data in order to make base salary and target annual incentive and LTI determinations and to make recommendations to the Board regarding annual incentive payments. The Compensation Committee is supported in its work by the Company’s Human Resources Department and an independent executive compensation consultant as described in the following paragraphs.

  50. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee receives data, analysis and support from Frederic W. Cook & Co., Inc. (“FW Cook”), which serves as the Compensation Committee’s and the Corporate Governance Committee’s independent compensation consultant. In 2023, FW Cook provided the following services to the Compensation Committee: ■ Reviewed the materials prepared for the Compensation Committee by management relative to the 2023 compensation program design for the NEOs; ■ Prepared materials for the Compensation Committee related to the determination of CEO target compensation for 2023; ■ Presented market data and analysis for the Compensation Committee to consider when setting target compensation for NEOs; ■ Reviewed and advised the Compensation Committee on the peer group used for benchmarking executive compensation levels; ■ Presented a market analysis related to the Company’s annual burn rate, overhang and aggregate LTI grant value; ■ Prepared market data related to the Compensation Committee’s approval of an SEC-mandated clawback policy; ■ Advised the Compensation Committee regarding the preparation of the Company’s 2024 Equity Incentive Plan, as proposed for shareholder approval, including with respect to the number of shares to be reserved for issuance thereunder; and ■ Reviewed the Company’s Proxy Statement disclosure, including the Compensation Discussion and Analysis and executive compensation tables, and reviewed and advised on proxy advisory firm reports.

  51. Compensation Consultant Independence

    Compensation Consultant Independence In retaining FW Cook, the Compensation Committee considered the six factors set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. In addition, after review of information provided by each of the members of the Compensation Committee as well as information provided by FW Cook and members of the FW Cook team, the Compensation Committee determined that there are no conflicts of interest raised by the firm’s work with the Compensation Committee.

  52. Market Competitiveness

    “hire-away” risk, the retention value of outstanding equity, individual performance, the need to attract externally-recruited executives and long-term potential to create value for shareholders. The Compensation Committee uses two types of market data — survey data and data from a peer group of companies (the “Proxy Peer Group”) for benchmarking executive compensation levels. Survey data is the primary reference point for all NEOs and the Proxy Peer Group data is used as an additional reference point for the CEO and CFO only. The Proxy Peer Group is designed to include companies of comparable size, companies with similar business characteristics (including revenue, market capitalization and business model) and companies with which Brink’s competes for executive talent and investor capital. In consultation with FW Cook, the Compensation Committee annually reviews the Proxy Peer Group. The Proxy Peer Group that was used to set 2023 compensation included the 16 companies shown below, which reflect the same group used in the prior year except for Cardtronics plc, which was acquired in 2021. At the time the peer group was approved in September 2022, the Company’s revenue approximated the 40th percentile and the Company’s market cap approximated the 25th percentile. The Company removed Cintas Corporation, which outsized the Company’s market capitalization, and added FLEETCOR Technologies, Inc. to the peer group that will be used to inform pay determinations for 2024.

  53. Market Competitiveness

    | PROXY PEER GROUP COMPANIES FOR BENCHMARKING 2023 COMPENSATION | | | | ADT Inc. | The GEO Group | Stericycle, Inc. | | Atlas Air Worldwide Holdings Inc. | Iron Mountain Incorporated | TFI International Inc. | | Celestica Inc. | Landstar System, Inc. | The Western Union Company | | Cintas Corporation | NCR Corporation | United Rentals, Inc. | | Euronet Worldwide, Inc. | Pitney Bowes Inc. | WEX Inc. | | | Ryder System, Inc. | |

  54. Market Competitiveness

    Aggregate positioning for the 2023 target cash compensation levels (base salary and target annual incentive) approved by the Compensation Committee for the NEOs were within the median range of the December 2022 market data. Target TDC (base salary plus target annual incentive and target long-term incentive) levels approved by the Compensation Committee for the NEOs was also within the median range. As described above, while the Compensation Committee considers the market median as one data point, individual positioning may be above or below the median depending on certain factors.

  55. Balanced Compensation Mix

    Balanced Compensation Mix The Compensation Committee considers the competitive market, compensation mix and pay for performance philosophy when setting various components of compensation. For 2023, the Compensation Committee determined that current and short-term compensation (base salary and annual incentives) should be delivered in cash, which is consistent with market practice. For 2023, the Compensation Committee determined LTI should be composed of stock-based awards that reward the achievement of Company results and increases in Company value over the long-term, and align NEOs’ interests with the economic interests of shareholders. In 2023, performance-based compensation (which includes annual incentive targets and IM PSUs with TSR Modifier), represented approximately 69% of total target compensation for Mr. Eubanks and approximately 59% of total target compensation (on average) for the other NEOs, as illustrated in the following chart. Percentages in the following chart may not add due to rounding.

  56. Annual Cash Incentive Awards — Brink’s Incentive Plan

    Annual Cash Incentive Awards — Brink’s Incentive Plan The Company’s annual cash incentives for NEOs are made under the BIP, which provides incentive compensation that is variable, contingent and directly linked to Company and country or business unit performance, as applicable and individual performance. The Compensation Committee sets annual incentive performance metrics and goal(s) under the BIP in February of the performance year. In doing so, the Compensation Committee selects one or more metrics that it believes are aligned with the Company’s financial and strategic goals for the year and selects a target level of performance for each metric that the Compensation Committee believes represents a rigorous goal. The Compensation Committee generally considers and approves actual annual incentive payments for the prior fiscal year in February, based on the Company’s performance against the pre-established BIP performance goals, each executive’s individual performance and for certain NEOs, the performance of the operating companies within their scope of responsibility, which is referred to as Region Operating Performance. The Compensation Committee approves annual incentive payments to all NEOs, with the exception of the CEO (and Executive Chairman, when we have one). The Board approves any annual incentive payments to the CEO (and Executive Chairman, when we have one) upon the recommendation of the Compensation Committee. In determining annual incentive payouts, the Compensation Committee and the Board consider Company financial results, the performance of the NEOs and the recommendations of the CEO (with respect to the other NEOs). 2023 Annual Incentive Goal Setting. In February 2023, the Compensation Committee determined to use non-GAAP operating profit, non-GAAP revenue and non-GAAP free cash flow as the annual incentive program metrics for the BIP. The Compensation Committee believed that re-implementing a revenue goal for 2023 was appropriate because the easing of the COVID-19 pandemic allowed for more predictability in revenue. The addition of a free cash flow goal for 2023 was intended to align management incentives with shareholders’ focus on free cash flow generation. The Compensation Committee determined that the performance metrics were well aligned to the Company’s 2023 priorities, including optimizing profitability, and approved the following 2023 BIP goals and relevant weightings, which are also shown in the graphic below: ■ non-GAAP operating profit performance goals of (50% weighting): ■ $585 million at threshold; ■ $640 million at target; and ■ $680 million at maximum; ■ non-GAAP revenue performance goals of (25% weighting): ■ $4.6 billion at threshold; ■ $4.875 billion at target; and ■ $5.1 billion at maximum; and ■ non-GAAP free cash flow performance goals of (25% weighting): ■ $300 million at threshold; ■ $325 million at target; and $375 million at maximum.

  57. Annual Cash Incentive Awards — Brink’s Incentive Plan

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  58. Annual Cash Incentive Awards — Brink’s Incentive Plan

    Each year, in connection with the approval of the annual incentive performance goals at the beginning of the year, the Compensation Committee also approves specific adjustments that will be made to performance results at the end of the year. For example, in February 2023, the Compensation Committee determined that, when considering performance against the 2023 non-GAAP operating profit, revenue and free cash flow goals, results would exclude the positive or negative impact of acquisitions and divestitures, the positive or negative impact of certain foreign exchange translation versus the foreign exchange rates used in the 2023 business plan, certain expenses related to non-cash long-term incentive compensation and personal protective equipment and the impact of unusual or infrequently occurring events, initiatives or transactions. The Compensation Committee applies straight-line interpolation for determining award payouts when performance results fall between the goals. 2023 Annual Incentive Target Award Opportunities. The annual incentive target is expressed as a percentage of annual base salary and is designed to be indicative of the incentive payment that each NEO would expect to receive on the basis of strong performance by the Company against the performance goals for the BIP. The payout may range from 0% to 200% of a NEO’s annual incentive target and may not exceed 200% unless approved by the Compensation Committee in recognition of extraordinary contributions related to strategic initiatives or transactions. In February 2023, the Compensation Committee established 2023 annual incentive targets for each of the NEOs, other than Ms. Galloway, who joined the Company in May 2023. Prior to Ms. Galloway’s hire date, the Compensation Committee established an annual incentive target for Ms. Galloway and determined that the payout for the 2023 performance year was not to be prorated, as a make-whole for the forfeited bonus opportunity from her prior employer.

  59. Annual Cash Incentive Awards — Brink’s Incentive Plan

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  60. Annual Cash Incentive Awards — Brink’s Incentive Plan

    | Named Executive Officer | 2022 Annual Incentive Target | Target as a % of 2022 Salary | 2023 Annual Incentive Target | Target as a % of 2023 Salary | | Mr. Eubanks(1) | $920,263 | 110% | $1,140,000 | 120% | | Mr. McMaken | 480,000 | 80% | 531,250 | 85% | | Mr. Castillo | 496,000 | 80% | 520,000 | 80% | | Ms. Galloway | — | — | 348,750 | 75% | | Mr. Parks | 289,250 | 65% | 375,000 | 75% |

  61. Annual Cash Incentive Awards — Brink’s Incentive Plan

    Mr. Eubanks’ 2022 target incentive represents the proration of targets established by the Compensation Committee for his service as Executive Vice President and Chief Operating Officer (“COO”) (from January 1, 2022 to May 5, 2022) and CEO (from May 6, 2022 to December 31, 2022). 2023 Annual Incentive Payouts. In February 2024, the Compensation Committee (and the independent members of the Board for Mr. Eubanks) approved 2023 annual incentive payouts for the NEOs based upon the Company’s 2023 non-GAAP operating profit, revenue and free cash flow performance against the targets established as part of the 2023 BIP (“Company Performance”) as well as each executive’s individual performance (“Individual Performance”). Individual Performance includes performance against individual goals (weighted 70%) and demonstration of Company values and certain success factors based on leadership behaviors (weighted 30%). For Messrs. Castillo and Parks, the Compensation Committee also considered the performance of the operating companies within the scope of their respective responsibility, which is referred to as Region Operating Performance. For Mr. Castillo, this included our North America and Mexico regions and for Mr. Parks, our Europe, Middle East, Africa and Asia regions.

  62. Annual Incentive Payout Calculation for Messrs. Eubanks and McMaken and Ms. Galloway

    Annual Incentive Payout Calculation for Messrs. Eubanks and McMaken and Ms. Galloway

  63. Annual Incentive Payout Calculation for Messrs. Castillo and Parks

    Annual Incentive Payout Calculation for Messrs. Castillo and Parks The Company Performance Factor was determined by the Compensation Committee to be 98%, which reflects: ■ actual non-GAAP operating profit of $615 million, adjusted to $590 million (in accordance with pre-approved adjustments determined by the Compensation Committee at the time the goals were set to remove the impact of certain foreign exchange translation, acquisitions and divestitures and certain expenses related to non-cash long-term incentive compensation and personal protective equipment), which was below the target goal of non-GAAP operating profit performance of $640 million*; ■ actual non-GAAP revenue of $4.875 billion, adjusted to $4.810 billion (in light of the same adjustments discussed above), which was below the target goal of non-GAAP revenue performance of $4.875 billion*; and Non-GAAP financial measures, which served as metrics in our short- and long-term incentive programs in 2023, are not presented in accordance with GAAP. See Appendix A of this Proxy Statement and pages 35 to 37 of the 2023 Annual Report for a reconciliation of non-GAAP operating profit to the most directly comparable GAAP financial measures. There is no difference between GAAP and non-GAAP revenues. See Appendix A of this Proxy Statement for a reconciliation of non-GAAP free cash flow before dividends to the most directly comparable GAAP financial measure.

  64. Annual Incentive Payout Calculation for Messrs. Castillo and Parks

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  65. Annual Incentive Payout Calculation for Messrs. Castillo and Parks

    actual non-GAAP free cash flow of $393 million, adjusted to $372 million (in light of the same adjustments discussed above), which was above the target goal of non-GAAP free cash flow performance of $325 million*. In addition to Company performance that resulted in a Company Performance Factor of 98%, the Compensation Committee also considered Mr. Eubanks’ recommendations regarding Individual Performance of each NEO, other than Mr. Eubanks, as summarized in the following paragraphs. The individual performance factors for the NEOs ranged from 100.1% to 105% (with a 100% individual performance factor for Mr. Eubanks). For Mr. McMaken, the Compensation Committee considered his leadership of the finance and technology organizations and actions taken to position the Company for continued growth as demonstrated in strong advancement of free cash flow and shareholder returns through strong share price performance. For Mr. Castillo, the Compensation Committee considered significant operational advancements as demonstrated by improved service levels and structural profitability improvements, as well as Mr. Castillo’s efforts to drive strong productivity across the North America business and enhance the safety culture of our workforce. For Ms. Galloway, the Compensation Committee considered her leadership of the human resources organization and positioning the Company to become a truly global organization and her efforts to drive improved talent discussions across the organization and results from the global employee engagement survey that will position the Company to better respond to the needs of our employees. For Mr. Parks, the Compensation Committee considered his strong focus on customer excellence which resulted in the advancement of DRS and AMS across our Europe, Middle East, Africa and Asia regions, and Mr. Parks’ deep commitment to advancing talent in the organization and creating an inclusive culture for a diverse workforce. Mr. Eubanks’ annual incentive award was approved by the Board rather than the Compensation Committee. The Board considered Mr. Eubanks’ evolution of the Company’s growth strategy to focus on delivering superior customer service through DRS and AMS as well as the delivery of strong full year 2023 financial results, while successfully integrating strong talent into key leadership roles. The following table sets forth the actual annual incentive payments for 2023 under the BIP. Annual incentive payments are also shown in the Summary Compensation Table on page 52.

  66. Annual Incentive Payout Calculation for Messrs. Castillo and Parks

    | Name | 2023 Annual Incentive Target | 2023 Actual Annual Incentive Payment | 2023 Actual Annual Incentive Payment % of Target | | Mr. Eubanks | $1,140,000 | $1,173,060 | 102.9% | | Mr. McMaken | 531,250 | 536,244 | 100.9% | | Mr. Castillo | 520,000 | 441,505 | 84.9% | | Ms. Galloway | 348,750 | 342,117 | 98.1% | | Mr. Parks | 375,000 | 372,881 | 99.4% |

  67. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We provide LTI compensation to ensure that a significant portion of NEO compensation is tied to our long-term results and increases in shareholder value. For 2023, the Compensation Committee changed the LTI mix for all NEOs to include IM PSUs with TSR Modifier (75% of the award value) and RSUs (25% of the award value). No options were granted in 2023. No off-cycle grants (i.e., grants other than annual or sign-on LTI awards) were made in 2023 to NEOs. 2023 IM PSUs with TSR Modifier. Our NEOs will receive payouts from IM PSUs with TSR Modifier only to the extent we achieve performance goals determined by the Compensation Committee at the beginning of the performance period. After the conclusion of the performance period, IM PSU with TSR Modifier payouts will be in shares of Common Stock and

  68. Long-Term Incentive Compensation

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  69. Long-Term Incentive Compensation

    range from 0% to 200% of the target award, subject to the TSR Modifier of 75% to 125% of the earned amount (resulting in a potential maximum of 250% of the target award). The TSR Modifier is subject to a cap of 100% if absolute TSR during the performance period is negative. For the 2023 IM PSUs with TSR Modifier, the Compensation Committee continued to utilize a three-year performance period, beginning on January 1 of the first year of the performance period and ending on December 31 on the third year of the performance period. The IM PSUs with TSR Modifier awarded in 2023 are subject to a three-year performance vesting period that will end on the date in the first half of 2026 on which the Compensation Committee shall determine and certify the achievement of the performance goals for the performance period, subject to continued service and performance achievement. The Compensation Committee established three-year non-GAAP adjusted EBITDA as the performance metric based on a belief that this metric incentivizes leaders to execute our organic and acquisition growth strategy, aligns to one of the most common performance metrics used for LTI plans in our Proxy Peer Group, and ensures there is variation from the metrics used in our annual incentive plan. The Compensation Committee established threshold, target and maximum levels of three-year non-GAAP adjusted EBITDA for the IM PSUs with TSR Modifier, which correspond to payouts in shares of Common Stock at a rate of 50%, 100% and 200% of target as noted in the following table.

  70. Long-Term Incentive Compensation

    | 3-Year Cumulative Non-GAAP Adjusted EBITDA Performance Levels | Performance Stock Units Earned as a Percent of Target | | Below Threshold Performance | 0% | | Threshold Performance | 50% | | Target Performance | 100% | | Maximum Performance | 200% |

  71. Long-Term Incentive Compensation

    At the time the Compensation Committee established the target levels of performance for the IM PSUs with TSR Modifier, it believed that achievement of the threshold performance level was attainable, but not certain, that target performance would be difficult to achieve, and that the maximum level of performance was possible, but not likely to be achieved. The earned amount of the IM PSUs with TSR Modifier, as determined according to cumulative non-GAAP adjusted EBITDA performance for the performance period, is subject to the TSR Modifier, the amount of which will be determined based on the Company’s relative TSR during the performance period, as noted in the following table, with linear interpolation between performance levels (subject to a cap of 100% if absolute TSR during the performance period is negative).

  72. Long-Term Incentive Compensation

    | Relative TSR Percentile Rank Among Peer Group | Modifier | | ≥ 75% | 125% of calculated amount determined by cumulative non-GAAP adjusted EBITDA performance | | ≤25% | 75% of calculated amount determined by cumulative non-GAAP adjusted EBITDA performance |

  73. Long-Term Incentive Compensation

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  74. Long-Term Incentive Compensation

    The Company’s relative TSR for the performance period will be determined by the percentile rank of the Company’s TSR for the performance period as compared to the TSR for the performance period of a custom comparator group established by the Compensation Committee consisting of the following 22 companies:

  75. Long-Term Incentive Compensation

    | ACI Worldwide, Inc. | GATX Corporation | Tetra Tech, Inc. | | Air Lease Corporation | Genpact Limited | TFI International Inc. | | Air Transport Services Group, Inc. | Hexcel Corporation | The Western Union Company | | Celestica Inc. | ITT Inc. | TTEC Holdings, Inc. | | Crane Holdings, Co. | MoneyGram International, Inc. | Woodward, Inc. | | Curtiss-Wright Corporation | NCR Corporation | Xerox Holdings Corporation | | Euronet Worldwide, Inc. | Sabre Corporation | XPO, Inc. | | | Spirit AeroSystems Holdings, Inc. | |

  76. Long-Term Incentive Compensation

    2023 RSUs. Each RSU is the economic equivalent of one share of Common Stock and is settled in shares of Common Stock. RSUs retain value even if the price of Common Stock decreases below the price on the date of grant as long as the NEO satisfies the vesting requirements. RSUs provide an incentive for our employees to remain with us for the long term and perform well so that their shares increase in value. The 2023 RSU awards vest in three equal annual installments. 2023 LTI Target Award Opportunities. The Compensation Committee approved annual LTI awards in February 2023. For each of the NEOs, 2023 LTI awards included equity awards under the 2017 Equity Incentive Plan composed of IM PSUs with TSR Modifier (75% of the award value) and time-vested RSUs (25% of the award value). The Compensation Committee maintained its reliance on performance-based awards and changed to use of the TSR Modifier because the use of a relative TSR modifier for executive equity awards was found to be more prevalent among the Company’s Proxy Peer Group than use of a stand-alone relative TSR performance goal. In establishing LTI compensation targets for each NEO for 2023, the Compensation Committee considered competitive market information, in the context of the overall LTI compensation philosophy, which takes into account the executive’s skills and experience, individual performance, criticality of the executive’s role and potential future contributions to the Company. The Compensation Committee approves LTI awards based on a target dollar value that is then converted into a number of IM PSUs with TSR Modifier and RSUs based on the grant date fair value of each award type. The Compensation Committee believes this approach is aligned with the market-based LTI grant value determination for each position. The following table sets forth the aggregate amount of LTI award opportunities approved by the Compensation Committee for 2023 for each of the NEOs. These awards appear in the 2023 Grants of Plan-Based Awards Table on page 54.

  77. Long-Term Incentive Compensation

    | Name | 2022 Long-Term Incentive Compensation(1) | 2023 Long-Term Incentive Compensation(1) | % Change from 2022 LTI amounts | | Mr. Eubanks(2) | $3,556,363 | $4,800,000 | 35.0% | | Mr. McMaken | 1,200,000 | 1,300,000 | 8.3% | | Mr. Castillo | 1,100,000 | 1,200,000 | 9.1% | | Ms. Galloway(3) | — | 700,000 | — | | Mr. Parks | 600,000 | 750,000 | 25.0% |

  78. Long-Term Incentive Compensation

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  79. Long-Term Incentive Compensation

    The value of equity awards included in total annual LTI compensation is calculated using assumptions for financial reporting purposes; therefore, the target amounts in the table above differ from the amount reported in the Summary Compensation and Grants of Plan Based Awards Tables. See Note 18 to the Company’s financial statements in its 2023 Annual Report. See also footnote 3 to the Summary Compensation Table on page 52. (2) Mr. Eubanks’ 2022 LTI compensation represents a 2022 LTI award granted in February 2022, as well as an award granted in March 2022, prorated for his service as CEO. (3) Ms. Galloway joined the Company in May 2023. Ms. Galloway’s 2023 LTI compensation shown in the table above does not reflect a sign-on RSU award of $1,400,000, which was granted in light of equity that was forfeited by Ms. Galloway with her former employer (see “Sign-On Award for Ms. Galloway” on page 47). 2021-2023 LTI Awards. The LTI awards granted in 2021 to the NEOs (other than Ms. Galloway who joined the Company in May 2023) were comprised of Relative TSR PSUs (20% of the award value), IM PSUs (50% of the award value) and RSUs (30% of the award value). The payouts under these awards are described below. 2021-2023 Relative TSR PSU Payouts. In February 2024, the Compensation Committee certified the level of payouts for the Relative TSR PSUs that were awarded in 2021. The Relative TSR PSU payouts were determined by Brink’s TSR (calculated based on the 20-day average closing stock prices prior to and at the end of the three-year performance period) as compared to the TSR for the performance period for companies in the S&P MidCap 400 with foreign revenues that exceeded 50% of total revenues. See Appendix B for a list of these peers. Relative TSR PSU payouts are determined by measuring the Company’s performance against threshold (25th), target (50th) and maximum (90th) relative TSR. In February 2024, the Compensation Committee certified Company performance of TSR at the 50th percentile as compared to the TSR PSU comparator peer companies, resulting in a payout of 100% of target Relative TSR PSUs to NEOs (other than Ms. Galloway who joined the Company in May 2023). The following table shows the Company’s performance against the PSU performance goals, resulting in the Relative TSR PSU payout as described above: 2021-2023 IM PSU Payouts. In 2023, the Compensation Committee certified the level of payouts for the IM PSUs that were awarded in 2021, as shown in the table above. Messrs. Eubanks and Parks each received awards of IM PSUs in 2021.

  80. Long-Term Incentive Compensation

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  81. Long-Term Incentive Compensation

    The Compensation Committee set performance goals at threshold, target and maximum levels of the Company’s non-GAAP adjusted EBITDA for the performance period beginning January 1, 2021 and ending December 31, 2022, due to challenges in forecasting results as a result of the ongoing pandemic. In February 2023, the Compensation Committee certified Company performance of $1.523 billion non-GAAP adjusted EBITDA* for the 2021-2022 performance period, which was above the maximum performance goal, and resulted in a payout of 200% of target shares to Messrs. Eubanks and Parks, subject to continued time-based vesting requirements through February 2024. The cumulative non-GAAP adjusted EBITDA performance result of $1.523 billion* reflects pre-approved adjustments for the impact of foreign exchange and acquisitions and divestitures. 2022-2024 PSUs. 2022-2024 TSR PSUs and IM PSUs awarded in 2022 each have a three-year performance period that ends on December 31, 2024. The Compensation Committee will certify results for the 2022-2024 performance period in early 2025. Sign-On Award for Ms. Galloway. On May 15, 2023, Ms. Galloway joined the Company as Executive Vice President & Chief Human Resources Officer. In connection with Ms. Galloway’s appointment, the Compensation Committee approved a sign-on RSU award of $1,400,000, which was granted in light of equity that was forfeited by Ms. Galloway with her former employer. This award will vest in three equal installments, beginning in June 2024. Expatriate Assignment for Mr. Parks. In 2023, in connection with his expanded geographic footprint, the Company initiated an expatriate assignment for Mr. Parks in the United Kingdom. Mr. Parks’ compensation and benefits for this assignment are generally consistent with the compensation determinations made by the Compensation Committee in February 2023. In addition, in connection with this expatriate assignment, Mr. Parks is eligible for expatriate benefits, generally consistent with benefits offered to other Brink’s employees on similar assignments, as more fully described in the Summary Compensation Table, beginning on page 52. Tax Deductibility. The Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent needed for the Company’s success, is consistent with our compensation philosophy, and aligns the interests of our executives to those of our shareholders even if the compensation is not necessarily tax deductible. Equity Grant Practices. We do not strategically time LTI awards in coordination with the release of material non-public information and have never had a practice of doing so. It is Company policy not to engage in backdating options. In addition, we have never timed and do not plan to time the release of material non-public information for the purpose of affecting the value of executive compensation. The accounting for PSU, RSU and Option awards granted by the Company is compliant with GAAP and is disclosed in the Company’s annual and quarterly financial reports filed with the SEC. The determination of grant date fair value for equity grants is described on page 52. “Double Trigger” Acceleration of Vesting Following Change in Control. The Compensation Committee has approved terms and conditions for the NEOs’ PSU awards that provide for double trigger vesting of awards upon a change in control — which means that the vesting of these awards will accelerate only upon certain terminations of employment following a change in control as described in the following paragraphs. However, any PSUs that are not assumed or substituted by a successor in violation of the terms of the 2017 Equity Incentive Plan will immediately vest, and be paid out at (1) target for IM PSUs (where the change in control occurs in the first 12 months of the performance period); (2) target for IM PSUs with TSR Modifier multiplied by the applicable TSR Modifier achieved for the portion of the performance period that occurs prior to the change in control (where the change in control occurs in the first 12 months of the performance period); or (3) (x) the amount earned based on actual performance for the portion of the performance period that occurs prior to the change in control for IM PSUs and IM PSUs with TSR Modifier (where the change in control occurs after the first 12 months of the performance period) and (y) the amount earned based on actual performance for the portion of the performance period that occurs prior to the change in control for TSR PSUs, if in all instances the employee remains employed through the change in control. This non-GAAP financial measure is not presented in accordance with GAAP. See Appendix A of this Proxy Statement for a reconciliation of non-GAAP adjusted EBITDA to its most directly comparable GAAP financial measure.

  82. Long-Term Incentive Compensation

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  83. Long-Term Incentive Compensation

    For IM PSUs, a change in control within the first twelve months of the performance period will result in conversion of the awards to time-based RSUs at target level that vest at the end of the performance period. The RSUs resulting from the conversion of IM PSUs will still be subject to a double trigger for accelerated vesting. If a change in control occurs after the first twelve months of, but prior to the end of the performance period, the Compensation Committee will assess performance against the pre-established goals (adjusted for the reduced duration of the performance period) through the date of the change in control and the IM PSUs will be converted to time based RSUs that vest at the end of the performance period for that number of shares that would have become payable based on the goals (as adjusted) achieved through the date of the change in control. The RSUs resulting from the conversion of IM PSUs will still be subject to a double trigger for accelerated vesting. If a change in control occurs after the end of the performance period but prior to the vesting date, the award will become payable on the vesting date. For IM PSUs with TSR Modifier, a change in control within the first twelve months of the performance period will result in conversion of the awards to time-based RSUs that vest at the end of the performance period for that number of shares determined at target level multiplied by the applicable TSR Modifier achieved for the portion of the performance period that occurs prior to the change in control. The RSUs resulting from the conversion of IM PSUs with TSR Modifier will still be subject to a double trigger for accelerated vesting. If a change in control occurs after the first twelve months of, but prior to the end of the performance period, the Compensation Committee will assess performance against the pre-established goals (adjusted for the reduced duration of the performance period) through the date of the change in control and the IM PSUs with TSR Modifier will be converted to time based RSUs that vest at the end of the performance period for that number of shares that would have become payable based on the goals (as adjusted) and TSR Modifier achieved through the date of the change in control. The RSUs resulting from the conversion of IM PSUs with TSR Modifier will still be subject to a double trigger for accelerated vesting. If a change in control occurs after the end of the performance period but prior to the vesting date, the award will become payable on the vesting date. For TSR PSUs, a change in control during the performance period will result in conversion of the awards to time-based RSUs that vest at the end of the performance period for that number of shares of Common Stock that is equal to the number of TSR PSUs that would have become payable based on the goals achieved through the date of the change in control. The RSUs resulting from the conversion of TSR PSUs will still be subject to a double trigger for accelerated vesting. If a change in control occurs after the end of the performance period but prior to the vesting date, the award will become payable on the vesting date. For RSUs, in the event of a change in control prior to the vesting date, the RSUs will be subject to a double trigger for accelerated vesting.

  84. Long-Term Disability Plan

    Long-Term Disability Plan The NEOs participate along with other salaried employees in a long-term disability program. In the event that the executive is totally incapacitated, the executive would receive 50% of current annual base salary plus the average of the last three years’ annual incentive payments, with a maximum annual payment of $300,000. These payments would continue (as long as the executive is totally disabled) until the executive reaches the social security normal retirement age.

  85. Severance Pay Plan

    Severance Pay Plan The Severance Pay Plan provides severance benefits to the NEOs, whose employment is terminated by the Company without cause other than by reason of incapacity or terminated by the participant for good reason. A participant would not be entitled to severance benefits under the Severance Pay Plan if the participant was otherwise eligible for more favorable severance benefits under another arrangement (including under the Company’s Change in Control Plan, see the following section, “Change in Control Plan”) or in connection with a divestiture in which the participant is offered a comparable position. See “Potential Payments Upon Termination or Change in Control — Severance Pay Plan,” beginning on page 61 for additional information about the Severance Pay Plan.

  86. Change in Control Plan

    Change in Control Plan The Change in Control Plan (the “CIC Plan”) serves the interests of the Company and our shareholders by ensuring that if a change in control is ever under consideration, the NEOs will be able to advise the Board whether the potential change in control transaction is in the best interests of shareholders without being unduly influenced by personal considerations, such as fear of the economic consequences of losing their jobs as a result of a change in control. The CIC Plan has a “double trigger,” which means that benefits become available to NEOs under the CIC Plan only upon a change in control followed by termination of employment under certain circumstances. The Compensation Committee believes that a double trigger appropriately protects the legitimate interests of the NEOs in employment security without unduly burdening the Company or affecting shareholder value in connection with a change in control. The Compensation Committee reviews the potential

  87. Change in Control Plan

    | | 49 |

  88. Change in Control Plan

    payments under the CIC Plan each year and, prior to the adoption of the CIC Plan, annually reviewed the potential payments under individual change in control agreements that were in place prior to the adoption of the CIC Plan in 2022. See “Potential Payments upon Termination or Change in Control — CIC Plan,” beginning on 61.

  89. Summary Compensation Table

    Summary Compensation Table The following table presents information with respect to compensation of the NEOs in 2021, 2022 and 2023.

  90. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total(6) ($) | | Mark Eubanks President and Chief Executive Officer | 2023 | 941,667 | — | 4,799,958 | — | 1,173,060 | 309,360 | 7,224,045 | | | 2022 | 830,000 | — | 3,556,168 | — | 1,444,813 | 167,591 | 5,998,572 | | | 2021 | 222,727 | — | 2,099,939 | — | 161,000 | 23,511 | 2,507,177 | | Kurt B. McMaken Executive Vice President and Chief Financial Officer | 2023 | 620,833 | — | 1,299,959 | — | 536,244 | 87,608 | 2,544,645 | | | 2022 | 212,500 | 500,000 | 2,499,847 | — | 753,600 | 28,390 | 3,994,337 | | | | | | | | | | — | | Daniel J. Castillo Executive Vice President and President, North America | 2023 | 645,000 | — | 1,199,903 | — | 441,505 | 121,160 | 2,407,568 | | | 2022 | 361,667 | 500,000 | 1,999,828 | — | 637,360 | 130,744 | 3,629,599 | | Elizabeth A. Galloway(7) Executive Vice President and Chief Human Resources Officer | 2023 | 292,386 | — | 2,099,946 | — | 342,117 | 37,802 | 2,772,251 | | James K. Parks(8) Executive Vice President and President, Europe, Middle East, Africa and Asia | 2023 | 490,833 | — | 749,966 | — | 372,881 | 219,510 | 1,833,191 |

  91. Summary Compensation Table

    (1) Represents salaries before any deferrals under the Company’s 401(k) Plan and/or Deferred Compensation Program. For a discussion of the Company’s Deferred Compensation Program and amounts deferred by the NEOs in 2023, see the 2023 Non-qualified Deferred Compensation Table, beginning on page 58. (2) For Mr. McMaken, the 2022 amount represents a sign-on award in recognition of equity compensation forfeited from his former employer. For Mr. Castillo, the 2022 amount represents a sign-on award in recognition of repayment obligations to his former employer and must be repaid in full in the event that Mr. Castillo voluntarily leaves the Company within three years of his start date. For the TSR PSUs granted in 2021 and 2022, and for the IM PSUs with TSR Modifier granted in 2023, the grant date fair value was computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on a Monte Carlo simulation model. For the IM PSUs granted in 2021 and 2022 and all RSU awards, the grant date fair value was computed in accordance with FASB ASC Topic 718 based on the stock price at the grant date and discounted because units do not receive or accrue dividends during the vesting period. The stock price at the date of grant was based on the closing price per share of Common Stock on the respective grant dates, as reported on the NYSE. The actual value a NEO may receive depends on achievement of pre-established program goals and market prices and there can be no assurance that the amounts reflected in the Stock Awards column will actually be realized. The following table sets forth the 2023 IM PSUs with TSR Modifier at the grant date fair value and at the maximum potential value at the highest level of performance for each NEO:

  92. Summary Compensation Table

    | 52 | 2024 Proxy Statement |

  93. Summary Compensation Table

    | Name | 2023 IM PSU with TSR Modifier Grant Date Fair Value | Maximum Potential Value at Highest Level of Performance(a) | | Mr. Eubanks | $3,599,959 | $7,199,917 | | Mr. McMaken | 974,980 | 1,949,959 | | Mr. Castillo | 899,953 | 1,799,907 | | Ms. Galloway | 524,971 | 1,049,942 | | Mr. Parks | 562,480 | 1,124,960 |

  94. Summary Compensation Table

    The maximum potential fair value that could be recognized for financial reporting purposes would be based on a maximum payout of 200% for performance at the highest level of adjustment of the pre-established program operating goals. Relative TSR achievement is incorporated into the Monte Carlo value and does not change based on target/maximum performance. (4) Represents amounts paid under the BIP before any employee deferrals under the Company’s Deferred Compensation Program. For a discussion of the Company’s Deferred Compensation Program and amounts deferred by the NEOs in 2023, see the 2023 Non-qualified Deferred Compensation Table, beginning on page 58. (5) For 2023, includes items and amounts for each of the NEOs as described below. (a) Matching Company contributions on deferrals of compensation made in 2023 under both our 401(k) Plan and Deferred Compensation Program and BIP:

  95. Summary Compensation Table

    | Name | Matching Contribution for Deferred Salary | 401(k) Plan Matching Contribution | BIP Matching Contribution | Supplemental Savings Plan Matching Contribution | Total | | Mr. Eubanks | $94,167 | $9,900 | $144,481 | $23,750 | $272,298 | | Mr. McMaken | 62,083 | 9,900 | — | 15,625 | 87,608 | | Mr. Castillo | 64,500 | 9,900 | — | — | 74,400 | | Ms. Galloway | 21,313 | 5,231 | — | — | 26,544 | | Mr. Parks | 49,083 | 9,900 | 50,879 | 12,500 | 122,362 |

  96. Summary Compensation Table

    (b) Perquisites and personal benefits in 2023 totaling $10,000 or more received by Messrs. Eubanks, Castillo, Parks and Ms. Galloway. For Mr. McMaken, the value of perquisites and other personal benefits did not equal or exceed $10,000 for 2023.

  97. Summary Compensation Table

    | Name | Executive Physical Examinations | Relocation Expenses(i) | Housing and travel reimbursements prior to relocation | Expatriate Assignment Expenses(i)(ii) | Financial Planning Reimbursement | Total | | Mr. Eubanks | $ — | $7,762 | $14,711 | $ — | $14,589 | $37,062 | | Mr. McMaken | — | — | — | — | — | — | | Mr. Castillo | 13,000 | 33,760 | — | — | — | 46,760 | | Ms. Galloway | 6,614 | — | — | — | 4,644 | 11,258 | | Mr. Parks | 13,000 | — | — | 71,307 | 12,841 | 97,148 |

  98. Summary Compensation Table

    (i) Includes $625, $9,522, $6,344 for tax gross-up for Mr. Eubanks’, Mr. Castillo’s and Mr. Parks’ relocation expenses, respectively, which were provided pursuant to the terms of the Company’s executive relocation policy. (ii) Includes relocation expenses and certain travel reimbursements, as well as automobile, cost of living and housing allowances, related to Mr. Parks’ expatriate assignment in the United Kingdom. (6) Amounts may not add due to rounding. (7) Ms. Galloway joined the Company as Executive Vice President and Chief Human Resources Officer on May 15, 2023. Pursuant to the terms of her offer letter, her 2023 annual incentive payout was not prorated. Mr. Parks was not a NEO in 2021 or 2022, and, as a result and in accordance with SEC rules, we have only provided his compensation information for 2023.

  99. Summary Compensation Table

    | | 53 |

  100. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table presents information regarding grants of annual incentive awards to the NEOs during the year ended December 31, 2023, which included BIP target awards and LTI awards under the 2017 Equity Incentive Plan.

  101. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Award Type | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark Eubanks | BIP | 3/3/2023 | 570,000 | 1,140,000 | 2,280,000 | | | | | | | | | | IM PSU w/TSR Mod | 3/3/2023 | | | | 24,759 | 49,518 | 123,795 | | | | 3,599,959 | | | RSU | 3/3/2023 | | | | | | | 18,075 | | | 1,199,999 | | Kurt B. McMaken | BIP | 3/3/2023 | 265,625 | 531,250 | 1,062,500 | | | | | | | | | | IM PSU w/TSR Mod | 3/3/2023 | | | | 6,705 | 13,411 | 33,528 | | | | 974,980 | | | RSU | 3/3/2023 | | | | | | | 4,895 | | | 324,980 | | Daniel J. Castillo | BIP | 3/3/2023 | 260,000 | 520,000 | 1,040,000 | | | | | | | | | | IM PSU w/TSR Mod | 3/3/2023 | | | | 6,189 | 12,379 | 30,948 | | | | 899,953 | | | RSU | 3/3/2023 | | | | | | | 4,518 | | | 299,950 | | Elizabeth A. Galloway | BIP | 5/15/2023 | 174,375 | 348,750 | 697,500 | | | | | | | | | | IM PSU w/TSR Mod | 5/15/2023 | | | | 3,697 | 7,395 | 18,488 | | | | 524,971 | | | RSU | 5/15/2023 | | | | | | | 24,699 | | | 1,574,975 | | James K. Parks | BIP | 3/3/2023 | 187,500 | 375,000 | 750,000 | | | | | | | | | | IM PSU w/TSR Mod | 3/3/2023 | | | | 3,868 | 7,737 | 19,343 | | | | 562,480 | | | RSU | 3/3/2023 | | | | | | | 2,824 | | | 187,486 |

  102. 2023 Grants of Plan-Based Awards Table

    (1) The annual IM PSUs with TSR Modifier and RSUs, as applicable, granted to Messrs. Eubanks, McMaken, Castillo and Parks on March 3, 2023, and to Ms. Galloway on May 15, 2023, were all granted under the 2017 Equity Incentive Plan. See “Equity Award Grants” on page 55. (2) Amounts in this column represent annual incentive targets under the BIP for 2023 paid in 2024. Actual payouts under the BIP are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 52. (3) Amounts in this column represent IM PSUs with TSR Modifier awarded for the 2023-2025 performance period. The TSR multiplier is subject to a cap of 100% if absolute TSR during the performance period is negative. In 2026, the Compensation Committee will determine the IM PSU with TSR Modifier payout based on the Company’s non-GAAP adjusted EBITDA goal, then the TSR Modifier will adjust the payout based on the percentile rank of the Company’s TSR for the performance period as compared to the TSR for the performance period of a custom comparator group established by the Compensation Committee consisting of 22 companies (see a listing of these companies on page 45), multiplied by the number of target units.The number of IM PSUs with TSR Modifier ultimately paid can range from 0% to 250% of the IM PSUs with TSR Modifier awarded. There is no minimum number of shares that will be paid under these awards. Because payment will be made in shares of Common Stock, the actual value of the earned awards is based on the price of Common Stock at the time of payment. Grant date fair value for all equity awards was computed in accordance with FASB ASC Topic 718. For the IM PSUs with TSR Modifier, the grant date fair value was computed based on a Monte Carlo simulation model. Under that model, the IM PSU with TSR Modifier awards had a per share grant date fair value of $72.70 for the March 3, 2023 grant date. For RSU awards, the grant date fair value was based on the closing stock price at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For the RSU awards, which vest ratably over a three-year service period, the weighted average per share grant date fair value was $66.39 for the March 3, 2023 grant date. Under the Monte Carlo simulation model, the IM PSUs with TSR Modifier awarded to Ms. Galloway on May 15, 2023 had a per share grant date fair value of $70.99. For the RSU awards granted to Ms. Galloway, which vest ratably over a three-year service period running from the grant date, the weighted average per share grant date fair value was $63.76 for the May 15, 2023 grant date.

  103. 2023 Grants of Plan-Based Awards Table

    | 54 | 2024 Proxy Statement |

  104. Outstanding Equity Awards at Fiscal Year-End 2023 Table

    Outstanding Equity Awards at Fiscal Year-End 2023 Table The following table presents information concerning the number and value of all unexercised stock options, RSUs and PSUs for the NEOs outstanding as of December 31, 2023.

  105. Outstanding Equity Awards at Fiscal Year-End 2023 Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Award Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price(1) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) | | Mark Eubanks | | | | | | | | | | | | 9/7/2021 | IM PSU | | | | | | | | 28,014 | 2,463,831 | | 9/7/2021 | RSU | | | | | | 4,644 | 408,440 | | | | 3/1/2022 | IM PSU | | | | | | | | 7,946 | 698,851 | | 3/1/2022 | TSR PSU | | | | | | | | 1,486 | 130,694 | | 3/1/2022 | RSU | | | | | | 5,236 | 460,506 | | | | 3/17/2022 | IM PSU | | | | | | | | 5,675 | 499,116 | | 3/17/2022 | TSR PSU | | | | | | | | 1,132 | 99,559 | | 3/17/2022 | RSU | | | | | | 3,738 | 328,757 | | | | 3/3/2023 | w.TSR Mod | | | | | | | | 24,759 | 2,177,554 | | 3/3/2023 | RSU | | | | | | 18,075 | 1,589,696 | | | | Kurt B. McMaken | | | | | | | | | | | | 8/24/2022 | IM PSU | | | | | | | | 10,239 | 900,520 | | 8/24/2022 | TSR PSU | | | | | | | | 1,165 | 102,462 | | 8/24/2022 | RSU | | | | | | 10,665 | 937,987 | | | | 3/3/2023 | w.TSR Mod | | | | | | | | 6,705 | 589,705 | | 3/3/2023 | RSU | | | | | | 4,895 | 430,515 | | | | Daniel J. Castillo | | | | | | | | | | | | 6/1/2022 | IM PSU | | | | | | | | 8,794 | 773,432 | | 6/1/2022 | TSR PSU | | | | | | | | 974 | 85,663 | | 6/1/2022 | RSU | | | | | | 8,416 | 740,187 | | | | 3/3/2023 | w.TSR Mod | | | | | | | | 6,189 | 544,323 | | 3/3/2023 | RSU | | | | | | 4,518 | 397,358 | | | | Elizabeth A. Galloway | | | | | | | | | | | | 5/15/2023 | w.TSR Mod | | | | | | | | 3,697 | 325,151 | | 5/15/2023 | RSU | | | | | | 24,699 | 2,172,277 | | |

  106. Outstanding Equity Awards at Fiscal Year-End 2023 Table

    | 56 | 2024 Proxy Statement |

  107. Outstanding Equity Awards at Fiscal Year-End 2023 Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Award Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price(1) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) | | James K. Parks | | | | | | | | | | | | 2/20/2020 | Option | 2,784 | | | 81.69 | 3/4/2026 | | | | | | 2/24/2021 | IM PSU | | | | | | | | 6,360 | 559,362 | | 2/24/2021 | TSR PSU | | | | | | | | 963 | 84,696 | | 2/24/2021 | RSU | | | | | | 631 | 55,496 | | | | 3/1/2022 | IM PSU | | | | | | | | 2,270 | 199,647 | | 3/1/2022 | TSR PSU | | | | | | | | 424 | 37,291 | | 3/1/2022 | RSU | | | | | | 1,496 | 131,573 | | | | 3/3/2023 | w.TSR Mod | | | | | | | | 3,868 | 340,191 | | 3/3/2023 | RSU | | | | | | 2,824 | 248,371 | | |

  108. Outstanding Equity Awards at Fiscal Year-End 2023 Table

    In accordance with the Company’s 2017 Equity Incentive Plan, the exercise price for the Option Award was based on the closing price of Common Stock on the date of grant, as reported on the NYSE. (2) RSUs generally vest as to one third of the total number of shares covered by such award on each of the first, second and third anniversaries of the date of grant. For Mr. McMaken, his sign-on RSU award vests in two annual installments, beginning in September 2023. For Mr. Castillo, his sign-on RSU award vests in three annual installments, beginning in June 2023. For Ms. Galloway, her sign-on RSU award vests in three annual installments, beginning in June 2024. (3) Market value or payout value was based on the closing price of Common Stock on December 29, 2023, as reported on the NYSE, which was the last business day of the Company’s fiscal year. Represents market value or payout value for IM PSU awards granted in 2021 for the 2021-2022 performance period (with a one-year vesting tail), IM PSU and TSR PSU awards granted in 2022 for the 2022-2024 performance period, and IM PSU with TSR Modifier awards granted in 2023 for the 2023-2025 performance period. The 2022 and 2023 awards become earned and payable on the date in the first half of the year following the conclusion of the performance period when the Compensation Committee determines the achievement of the performance goals for the applicable performance period. The 2021 awards became earned and payable on the vesting date on February 24, 2024 at 200% payout. The number of shares of stock shown as not yet vested are based on the threshold level of performance for each of the underlying awards’ metrics or, if performance to date on the metric has exceeded the threshold level, the level of performance achieved at December 31, 2023. Accordingly, for the 2021-2022 performance period (with a one-year vesting tail), the IM PSU awards are reported at maximum 200% of the target level of performance. For the 2022-2024 performance period, the IM PSU awards are reported at threshold 50% of the target level of performance and the TSR PSU awards are reported at the threshold 25% level of performance. For the 2023-2025 performance period, the IM PSU with TSR Modifier awards are reported at the threshold 50% level of performance.

  109. Outstanding Equity Awards at Fiscal Year-End 2023 Table

    | | 57 |

  110. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table presents information concerning the vesting of all stock awards for the NEOs during the year ended December 31, 2023. No NEO exercised an option award during the year ended December 31, 2023.

  111. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mark Eubanks | 5,458 | 622,610 | | Kurt B. McMaken | 5,057 | 642,937 | | Daniel J. Castillo | 3,183 | 285,496 | | Elizabeth A. Galloway(1) | — | — | | James K. Parks | 2,720 | 297,836 |

  112. 2023 Option Exercises and Stock Vested Table

    (1) Ms. Galloway joined the Company in May 2023 and, therefore, had no stock awards vest in 2023.

  113. 2023 Non-qualified Deferred Compensation Table

    2023 Non-qualified Deferred Compensation Table The following table presents information about our Deferred Compensation Program, which provides for the deferral of compensation paid to or earned by the NEOs on a basis that is not tax qualified (i.e., the Company is not entitled to take a tax deduction for the related expense until payments are actually made to the participants). The information included in the following table reflects elective deferrals, Company matching contributions, dividends credited to the participants’ accounts during 2023, aggregate withdrawals and the aggregate balance of deferred compensation accounts at December 31, 2023. Because deferrals related to annual incentive payouts under the BIP (and related matching contributions) are credited in the year after they are earned, these amounts differ from the annual incentive payments in the Summary Compensation Table, which, for each year, reflect amounts earned in that year. Amounts in the following tables may not add due to rounding.

  114. 2023 Non-qualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year(1)(2) ($) | Company Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(4)(5) ($) | | Mark Eubanks | 306,687 | 262,398 | 210,685 | — | 986,997 | | Kurt B. McMaken | 100,317 | 77,708 | 42,544 | — | 249,269 | | Daniel J. Castillo | 64,500 | 64,500 | 46,649 | — | 226,427 | | Elizabeth A. Galloway | 21,313 | 21,313 | 4,887 | — | 47,512 | | James K. Parks | 128,671 | 112,462 | 585,708 | — | 1,784,576 |

  115. 2023 Non-qualified Deferred Compensation Table

    Under the Deferred Compensation Program, a participant is permitted to defer base salary, annual incentive amounts earned under the BIP and amounts in excess of 401(k) limits (as supplemental savings). The dollar value of deferred amounts is converted into notional investments in mutual funds, selected by the participant or common stock units that represent an equivalent number of shares of Common Stock in accordance with the formulas in the Deferred Compensation Program. The following table sets forth the amount of salary and annual incentive awards deferred in 2023 under the Deferred Compensation Program by each of the NEOs:

  116. 2023 Non-qualified Deferred Compensation Table

    | 58 | 2024 Proxy Statement |

  117. 2023 Non-qualified Deferred Compensation Table

    | Name | Salary Deferred | BIP Compensation Deferred(a) | Supplemental Savings Plan Deferred | Total(a) | | Mr. Eubanks | $94,167 | $144,481 | $68,039 | $306,687 | | Mr. McMaken | 62,083 | — | 38,233 | 100,317 | | Mr. Castillo | 64,500 | — | — | 64,500 | | Ms. Galloway | 21,313 | — | — | 21,313 | | Mr. Parks | 49,083 | 50,879 | 28,708 | 128,671 |

  118. 2023 Non-qualified Deferred Compensation Table

    The incentive compensation deferred in 2023 was earned by each NEO for 2022 under the BIP, other than Ms. Galloway, who joined the Company in May 2023. (2) Under the Deferred Compensation Program, a participant also receives Company matching contributions with respect to deferred salary, deferred annual incentive awards and supplemental savings plan contributions. These amounts are converted into common stock units that represent an equivalent number of shares of Common Stock in accordance with the formulas in the Deferred Compensation Program. The following table sets forth the amount of Company matching contributions made in 2023 with respect to deferrals of salary and annual incentive awards under the BIP and supplemental savings plan contributions for each of the NEOs:

  119. 2023 Non-qualified Deferred Compensation Table

    | Name | Salary Matching Contribution | BIP Matching Contribution | Supplemental Savings Plan Matching Contribution | Total(a) | | Mr. Eubanks | $94,167 | $144,481 | $23,750 | $262,398 | | Mr. McMaken | 62,083 | — | 15,625 | 77,708 | | Mr. Castillo | 64,500 | — | — | 64,500 | | Ms. Galloway | 21,313 | — | — | 21,313 | | Mr. Parks | 49,083 | 50,879 | 12,500 | 112,462 |

  120. 2023 Non-qualified Deferred Compensation Table

    (a) These amounts are included within “All Other Compensation” for 2023 in the Summary Compensation Table. (3) Under the Deferred Compensation Program, dividends paid on Common Stock for the common stock units in a participant’s account are deferred and converted into common stock units that represent an equivalent number of shares of Common Stock in accordance with the formula in the Deferred Compensation Program. The following table sets forth the aggregate amount of dividends paid on Common Stock in 2022 for the common stock units in each NEO’s account:

  121. 2023 Non-qualified Deferred Compensation Table

    | Name | Dividends on Brink’s Common Stock(a) | | Mr. Eubanks | $3,717 | | Mr. McMaken | 673 | | Mr. Castillo | 791 | | Ms. Galloway | 47 | | Mr. Parks | 12,760 |

  122. 2023 Non-qualified Deferred Compensation Table

    (a) These amounts are not included in the Summary Compensation Table, as they are not earned at a rate higher than dividends on Common Stock. The following table sets forth the composition of the aggregate balance of deferred compensation under the Deferred Compensation Program as of December 31, 2023 for each of the NEOs. It includes (a) the aggregate contributions made by each of the NEOs, (b) the aggregate contributions made by the Company on behalf of each of the NEOs, (c) dividends paid on Common Stock for the common stock units in each NEO’s account and the change in market value of the common stock units based on the change in market value of Common Stock or the change in value of notional investments in mutual funds, as appropriate; and (d) aggregate distributions to participants:

  123. 2023 Non-qualified Deferred Compensation Table

    | | 59 |

  124. 2023 Non-qualified Deferred Compensation Table

    | Name | Years of Participation | Aggregate Executive Contributions | Aggregate Company Contributions | Dividends and Changes in Market Value | Aggregate Distributions | Aggregate Balance(a) | | Mr. Eubanks | 2 | $419,424 | $371,331 | $195,298 | $ — | $986,997 | | Mr. McMaken | 1 | 115,317 | 92,708 | 41,244 | — | 249,269 | | Mr. Castillo | 1 | 90,334 | 90,333 | 45,760 | — | 226,427 | | Ms. Galloway | 0 | 21,313 | 21,313 | 4,887 | — | 47,512 | | Mr. Parks | 13 | 648,567 | 587,252 | 802,901 | (255,088) | 1,784,576 |

  125. 2023 Non-qualified Deferred Compensation Table

    Includes a $944 contribution for each of Mr. Eubanks and Mr. Parks of a taxable distribution to each of them of a like amount from the Company’s 401(k) plan to pass nondiscrimination testing for the 2022 plan year. (5) Includes a $944 contribution for each of Mr. Eubanks and Mr. Parks in recognition of a taxable distribution to each of them of a like amount from the Company’s 401(k) plan to pass nondiscrimination testing for the 2022 plan year.

  126. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each NEO may be eligible to receive benefits and payments pursuant to our Severance Pay Plan and CIC Plan in the event of termination or change in control. Benefits under the CIC Plan are triggered upon termination following change in control (“double trigger”). The tables on pages 63 and 66 show the estimated amount of incremental additional benefits and payments that would be paid to each of the NEOs if their employment terminated on December 31, 2023 to the extent those benefits and payments exceed amounts that would be due to the NEOs regardless of the reason for termination of employment, including, for each NEO, the aggregate balance of non-qualified deferred compensation which appears in the 2023 Non-qualified Deferred Compensation Table on page 58, subject to vesting of Company matching contributions as described under “Deferred Compensation Program — Distributions” on page 60. Because the NEOs would be eligible to receive different benefits and payments depending on whether a change in control had occurred on December 31, 2023, information about the additional benefits and payments that would be paid to each NEO in connection with a termination of employment is presented in two tables: one without a change in control and one with a change in control. These tables assume a stock price of $87.95, which was the closing stock price of the Company’s Common Stock on December 29, 2023, the last business day of the fiscal year, as reported on the NYSE. Following are descriptions of the types of benefits and payments that the NEOs would be eligible to receive under various termination scenarios, key terms under the CIC Plan, and the categories of benefits and payments as reflected in the tables on pages 63 and 66.

  127. Hypothetical Post-Employment Payments and Benefits to Named Executive Officers Upon a Change in Control

    | Median Employee Total Annual Compensation ($) | CEO Total Compensation ($) | CEO to Median Employee Pay Ratio | Market | Employee Status | | 11,895 | 7,224,045 | 607:1 | All markets (U.S. and international excluding Indonesia) | full-time, part-time, seasonal, temporary | | 47,943 | 7,224,045 | 151:1 | U.S. only | full-time, part-time, seasonal, temporary |

  128. Facts to Consider Regarding Our Employees

    | Year (a) | Summary Compensation Total For PEO (Pertz)(1)(2) ($) (b) | Compensation Actually Paid to PEO (Pertz)(3) ($) (c) | Summary Compensation Table Total For PEO (Eubanks)(1)(2) ($) (d) | Compensation Actually Paid to PEO (Eubanks)(4) ($) (e) | Average Summary Compensation Table Total For Non-PEO NEOs(5) ($) (f) | Average Compensation Actually Paid to Non- PEO NEOs(6) ($) (g) | Value of Initial Fixed $100 Investment Based On: | | Net Income(9) ($) (mil) (j) | Non- GAAP Adjusted EBITDA(10) ($) (mil) (k) | | | | | | | | | TSR(7) ($) (h) | Peer Group TSR(8) ($) (i) | | | | 2023 | — | — | 7,224,045 | 10,511,284 | 2,389,414 | 3,678,872 | 100.66 | 234.98 | 87.7 | 867.2 | | 2022 | 6,407,543 | 6,921,382 | 5,998,572 | 5,715,405 | 3,196,317 | 3,106,223 | 61.45 | 143.44 | 170.6 | 788.3 | | 2021 | 11,405,920 | 10,365,522 | — | — | 2,153,145 | 1,722,376 | 74.01 | 147.76 | 105.2 | 682.6 | | 2020 | 13,901,789 | 4,380,602 | — | — | 2,617,295 | 1,914,878 | 80.45 | 111.48 | 16.0 | 566.0 |

  129. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the Pay versus Performance Table. Compensation Actually Paid and Net Income. The following graph shows the amount of compensation actually paid to Messrs. Pertz and Eubanks, as applicable, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Pertz and Eubanks, as applicable), together with the Company’s net income for the applicable years. Although the Company does not use net income as a performance measure in the overall executive compensation program, the Company believes net income is correlated with non-GAAP adjusted EBITDA, which is the

  130. Analysis of the Information Presented in the Pay versus Performance Table

    | 72 | 2024 Proxy Statement |

  131. Analysis of the Information Presented in the Pay versus Performance Table

    financial metric used in the IM PSU LTI awards for NEOs, which represents the largest component of NEO compensation, designed to reward NEOs for achievement of annual and long-term goals. Compensation Actually Paid and Non-GAAP Adjusted EBITDA. The following graph shows the amount of compensation actually paid to Messrs. Pertz and Eubanks, as applicable, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Pertz and Eubanks, as applicable), together with the Company’s non-GAAP adjusted EBITDA for the applicable years. As described above, non-GAAP adjusted EBITDA is defined as non-GAAP income from continuing operations excluding the impact of non-GAAP interest expense, non-GAAP income tax provision, non-GAAP depreciation and amortization, non-GAAP share-based compensation and non-GAAP marketable securities (gain) loss. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that non-GAAP adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Non-GAAP adjusted EBITDA is the financial metric used in the IM PSU LTI awards for NEOs, which represents the largest component of a NEO’s compensation, designed to reward executives for achievement of annual and long-term goals. Compensation Actually Paid and Cumulative TSR. The following graph shows the amount of compensation actually paid to Messrs. Pertz and Eubanks, as applicable, and the average amount of compensation actually paid to the Company’s

  132. Analysis of the Information Presented in the Pay versus Performance Table

    | | 73 |

  133. Analysis of the Information Presented in the Pay versus Performance Table

    NEOs as a group (excluding Messrs. Pertz and Eubanks, as applicable), together with the Company’s cumulative TSR and cumulative TSR for the Company’s peer group for the applicable years.

  134. Analysis of the Information Presented in the Pay versus Performance Table

    | 74 | 2024 Proxy Statement |

  135. Analysis of the Information Presented in the Pay versus Performance Table

    Director Compensation We have a non-employee director compensation program designed to attract non-employee directors and to further advance the interests of the Company and its shareholders with both cash and equity compensation. Employee directors do not receive any compensation under this program. The Corporate Governance Committee of the Board is responsible for reviewing the effectiveness of the non-employee director compensation program in supporting the Company’s ability to attract qualified directors. If appropriate, the Corporate Governance Committee will recommend changes to the Board regarding the non-employee director compensation program design, pay levels and administration. In 2023, the Corporate Governance Committee retained FW Cook as an independent compensation consultant to conduct a competitive review of non-employee director compensation using the same Proxy Peer Group used to benchmark executive compensation, as discussed beginning on page 37. The table below sets forth the compensation elements and values that reflect adjustments approved by the Board, upon the Corporate Governance Committee’s recommendation, following the 2023 review by FW Cook. Following the 2023 Annual Meeting of Shareholders, the Board set non-executive Chairman compensation at the same level that had been previously provided to the independent Lead Director. The following table describes the key components of the non-employee director compensation program as of December 31, 2023.

  136. Analysis of the Information Presented in the Pay versus Performance Table

    | Compensation Element | 2023 Value ($) | Additional Information | | Annual Retainer | 85,000 | Paid in cash.* | | Deferred Stock Units (“DSUs”) | 150,000 | Annual grant of DSUs approved by the Board. DSUs vest on the first anniversary of the grant date and, in general, will be forfeited if the director leaves before the DSUs vest. DSUs are settled in Common Stock on a one-for-one basis on the first anniversary of the grant date. | | Non-Executive Chairman Fee | 125,000 | 50% paid in cash and 50% paid in Common Stock to the Company’s non-executive Chairman. | | Committee Chair Retainers | 25,000 | Paid in cash to the Chair of the Audit Committee. | | | 20,000 | Paid in cash to the Chair of the Compensation Committee. | | | 15,000 | Paid in cash to the Chairs of the Corporate Governance and Finance Committees. | | Non-Chair Committee Retainers | 12,500 | Paid in cash to each non-Chair member of the Audit Committee. | | | 10,000 | Paid in cash to each non-Chair member of the Compensation Committee. | | | 7,500 | Paid in cash to each non-Chair member of the Corporate Governance and Finance Committees. |

  137. Analysis of the Information Presented in the Pay versus Performance Table

    Directors are eligible to receive special meeting fees in the event that the Board or any committee holds more than five additional meetings (other than those planned for the year) in the amount of $1,750 per in-person meeting and $1,500 per telephonic meeting.

  138. Analysis of the Information Presented in the Pay versus Performance Table

    | | 75 |

  139. 2023 Director Compensation Table

    2023 Director Compensation Table The following table presents information relating to total compensation of the non-employee directors for the year ended December 31, 2023.

  140. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total(5) ($) | | Kathie J. Andrade | 110,319 | 149,957 | — | — | 260,276 | | Paul G. Boynton | 107,819 | 149,957 | 315,890 | — | 573,666 | | Ian D. Clough | 115,319 | 149,957 | — | — | 265,276 | | Susan E. Docherty | 110,319 | 149,957 | — | — | 260,276 | | Michael J. Herling | 162,819 | 212,457 | 93,409 | 10,000 | 478,685 | | A. Louis Parker | 102,819 | 149,957 | — | — | 252,776 | | Timothy J. Tynan | 100,319 | 149,957 | 40,273 | 10,000 | 300,549 | | Keith R. Wyche | 101,188 | 149,957 | 10,943 | — | 262,087 |

  141. 2023 Director Compensation Table

    (1) Mr. Eubanks is not included in this table because he is an executive officer and receives no additional compensation for his service as a director. Mr. Eubanks’ compensation for service as an executive officer is included in the Summary Compensation Table, beginning on page 52. (2) Represents the grant date fair value in 2023 related to the allocation of DSUs representing shares of Common Stock to each non-employee director under the terms of the 2017 Equity Incentive Plan and the grant date fair value of stock awards made to Mr. Herling as a portion of his compensation for service as Lead Director of the Board from January 1, 2023 until May 4, 2023 and Chairman of the Board from May 5, 2023 until December 31, 2023. The following table sets forth (a) the number of DSUs granted to each non-employee director during the year ended December 31, 2023, (b) the aggregate grant date fair value of the DSUs granted to each non-employee director during the year ended December 31, 2023 and (c) the aggregate number of DSUs credited to each non-employee director as of December 31, 2023.

  142. 2023 Director Compensation Table

    | Name | Deferred Stock Units Granted in 2023 | Grant Date Fair Value(a) $ | Total Deferred Stock Units Held | | Ms. Andrade | 2,402 | 149,957 | 2,402 | | Mr. Boynton | 2,402 | 149,957 | 37,771 | | Mr. Clough | 2,402 | 149,957 | 2,402 | | Ms. Docherty | 2,402 | 149,957 | 2,402 | | Mr. Herling | 2,402 | 149,957 | 23,941 | | Mr. Parker | 2,402 | 149,957 | 2,402 | | Mr. Tynan | 2,402 | 149,957 | 6,380 | | Mr. Wyche | 2,402 | 149,957 | 2,402 | | All Non-Employee Directors as a Group (8 persons)(b) | 19,216 | 1,199,655 | 80,102 |

  143. 2023 Director Compensation Table

    (a) The grant date fair value was computed in accordance with FASB ASC Topic 718 based on the closing quoted sale prices of Common Stock, as reported on the NYSE on May 5, 2023, the date of grant. (b) Amounts may not add due to rounding. Represents total interest on directors’ fees deferred under the Plan for Deferral of Directors’ Fees. Under the deferral plan, a director may elect to defer receipt of his or her fees to future years and to receive interest thereon, compounded quarterly, at the prime commercial lending rate of JPMorgan Chase, as of the end of the previous calendar quarter. Directors may also elect to have deferred fees notionally

  144. 2023 Director Compensation Table

    | | 77 |

  145. 2023 Director Compensation Table

    invested in one or more mutual funds (which mirror funds available under the Deferred Compensation Program). For a discussion of the material terms of the deferral plan, see “Plan for Deferral of Directors’ Fees” on page 76. There is no pension plan for the Board. Includes 2023 matching charitable awards made by Brink’s in 2023 as part of the Company’s matching gifts program (which is available to all employees and directors of the Company), in the amounts of $10,000 for Mr. Herling and $10,000 for Mr. Tynan. Under the Company’s matching gifts program, the Company matches charitable gifts made by full-time employees and directors to eligible educational and cultural institutions, social service community organizations, hospitals and environmental organizations. (5) Amounts may not add due to rounding.

  146. Directors and Officers

    Directors and Officers The following table shows the beneficial ownership of our common shares as of March 1, 2024 by our directors, NEOs and all of our current directors and executive officers as a group. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares, and also includes shares for which the person has the right to acquire beneficial ownership within 60 days of March 1, 2024. Except as otherwise indicated, a person has sole voting and investment power with respect to the shares of Common Stock beneficially owned by that person.

  147. Directors and Officers

    | Name of Individual or Identity of Group | Number of Shares Beneficially Owned(a) | Percent of Class* | Number of Other Units Owned(b)(c) | | Ms. Andrade | 8,572 | * | 2,402 | | Mr. Boynton | 32,859 | * | 18,372 | | Mr. Castillo | 4,689 | * | 17,296 | | Mr. Clough | 23,726 | * | 2,402 | | Ms. Docherty | 14,427 | * | 2,402 | | Mr. Eubanks | 35,131 | * | 44,783 | | Ms. Galloway | — | * | 27,553 | | Mr. Herling | 20,686 | * | 20,891 | | Mr. McMaken | 6,689 | * | 20,847 | | Mr. Parker | 3,036 | * | 2,402 | | Mr. Parks | 12,913 | * | 21,149 | | Mr. Tynan | 6,606 | * | 2,402 | | Mr. Wyche | 1,065 | * | 2,402 | | All directors and current executive officers as a group(d) (15 persons) | 217,798 | * | 219,843 |

  148. Directors and Officers

    * Percentage is based on 44,675,736 shares of Common Stock outstanding as of March 1, 2024. None of such individuals beneficially owns more than 1% of the outstanding Common Stock. Includes, for the following directors and NEOs, shares of Common Stock that could be acquired within 60 days after March 1, 2024: (1) for Mr. Parks, upon exercise of options awarded under the Company’s 2017 Equity Incentive Plan; (2) for Messrs. Eubanks, Castillo, McMaken and Parks, upon vesting of RSUs awarded under the Company’s the 2017 Equity Incentive Plan; and (3) for each of Messrs. Boynton, Herling and Tynan, upon settlement of units credited to his account under the Directors’ Stock Accumulation Plan and/or the Plan for Deferral of Directors’ Fees, as follows:

  149. Directors and Officers

    | | 79 |

  150. Directors and Officers

    | Mr. Boynton | 13,460 | | Mr. Castillo | 1,506 | | Mr. Eubanks | 7,894 | | Mr. Herling | 5,885 | | Mr. McMaken | 1,632 | | Mr. Parks | 3,726 | | Mr. Tynan | 1,128 |

  151. Directors and Officers

    Each non-employee director also holds DSUs that have been credited to his or her account on or prior to March 1, 2024: (1) under the Non-Employee Directors’ Equity Plan, which will be settled in Common Stock on a one-for-one basis six months after a director’s separation from service on the Board; and (2) under the Company’s 2017 Equity Incentive Plan, which will be settled in Common Stock on a one-for-one basis upon vesting. For additional information about the DSUs, see “Director Compensation.” (c) Each NEO also holds: (1) units representing shares of Common Stock that have been credited to the executive’s account on or prior to March 1, 2024, under the Deferred Compensation Program (“Deferred Compensation Units”), which will be settled in Common Stock on a one-for-one basis on a date selected by the individual or six months after the individual’s separation from service, and (2) unvested RSUs issued under the Company’s 2017 Equity Incentive Plan that will not vest within 60 days of March 1, 2024, which will be settled in Common Stock on a one-for-one basis after a vesting period, as follows:

  152. Directors and Officers

    | | Deferred Compensation Units | Restricted Stock Units | Total | | Mr. Eubanks | 5,959 | 38,824 | 44,783 | | Mr. McMaken | 1,503 | 19,344 | 20,847 | | Mr. Castillo | 1,535 | 15,761 | 17,296 | | Ms. Galloway | 378 | 27,175 | 27,553 | | Mr. Parks | 15,734 | 5,415 | 21,149 |

  153. Directors and Officers

    For additional information about the Deferred Compensation Units, see the 2023 Non-qualified Deferred Compensation Table on page 58 and 2023 Grants of Plan-Based Awards Table on page 54. Includes ownership by Lindsay K. Blackwood, the Company’s Executive Vice President, General Counsel and Secretary and Dominik Bossart, the Company’s Executive Vice President and President, Latin America and Brink’s Global Services.

  154. Directors and Officers

    | 80 | 2024 Proxy Statement |