DEF 14A of Brinks Co, Mar 20, 2026

DEF 14A of Brinks Co

Filed Mar 20, 2026 · FY20250001104659-26-032745

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Executive Compensation Tables | 53 | | 2025 Summary Compensation Table | 53 | | 2025 Grants of Plan-Based Awards Table | 55 | | Equity Award Grants | 56 | | Outstanding Equity Awards at Fiscal Year-End 2025 Table | 57 | | 2025 Option Exercises and Stock Vested Table | 58 | | 2025 Non-qualified Deferred Compensation Table | 58 | | Potential Payments Upon Termination or Change in Control | 61 |

  2. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | CEO Pay Ratio for 2025 | 70 |

  3. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Pay Versus Performance | 72 |

  4. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Director Compensation | 76 | | Director Equity Compensation | 77 | | Stock Ownership Guidelines | 77 | | Plan for Deferral of Directors’ Fees | 77 | | Business Travel Accident Insurance Plan | 77 | | 2025 Director Compensation Table | 78 | | Directors’ Stock Accumulation Plan | 79 |

  5. Board Nominees

    Board Nominees

  6. Board Nominees

    | | Name, Age and Position* | Gender | Race | Citizenship | Tenure | Committee Membership | | | | | | | | | | | AC | CC | CGC | FC | | | Kathie J. Andrade, 65 Retired CEO, TIAA Retail Financial Services and Chairman of TIAA Federal Savings Bank | F | W | US | 7 | | | | | | | Paul G. Boynton, 61 Past President, CEO and Chair, Rayonier Advanced Materials Inc. and Rayonier, Inc. | M | W | US | 16 | | | | | | | Ian D. Clough, 59 Executive Vice President, Global Pricing & Product, DHL Express | M | W | UK | 10 | | | | | | | Susan E. Docherty, 63 Former CEO and Director, ElectraMeccanica Vehicles Corp. | F | W | Dual (Canada/US) | 12 | | | | | | | Mark Eubanks, 53 President and CEO, The Brink’s Company | M | W | US | 4 | | | | | | | Michael J. Herling (Chairman), 68 Partner, Finn Dixon & Herling | M | W | US | 17 | | | | | | | A. Louis Parker, 71 Retired Corporate Vice President, General Electric Company/GE Capital and Co-Founder, Visible Men Academy | M | B | US | 5 | | | | | | | Timothy J. Tynan, 66 CEO, Chargeback Gurus and Former CEO of Banc of America Merchant Services LLC | M | W | US | 5 | | | | | | | Keith R. Wyche, 66 Retired Vice President, Community Engagement and Support, Walmart, Inc. | M | B | US | 4 | | | | |

  7. Board Nominees

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

  8. Board Nominees

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

  9. Board Nominees

    | 4 | 2026 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 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 (referred to as “Market Operating Performance”). ■ Each year, the Compensation Committee establishes rigorous, pre-established performance targets 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 align a significant portion of NEO compensation with the Company’s long-term financial performance and sustained shareholder value creation, measured primarily through earnings before interest, taxes, depreciation and amortization (“EBITDA”) and relative total shareholder return (“TSR”). ■ The Compensation Committee annually determines the types and mix of LTI awards granted to NEOs, informed by the Company’s strategy, key success metrics, and relevant external market data, consistent with our pay-for-performance philosophy and focus on long-term shareholder value and talent attraction and retention. ■ Since 2023, awards have been granted as a mix of Internal Metric (“IM”) performance stock units (“PSUs”), subject to a relative TSR modifier of +/- 25% (the “RTSR Modifier”), and restricted stock units (“RSUs”). IM PSUs with RTSR Modifier are settled in shares of the Company’s common stock, par value $1.00 per share (“ Common Stock”), at the end of a three-year performance period, based on achievement of cumulative adjusted EBITDA performance goals (subject to the RTSR Modifier), and subject to a three-year vesting requirement. |

  11. Annual Incentives

    Annual Incentives In February 2025, the Compensation Committee determined to continue using non-GAAP operating profit (50%), revenue (10%), AMS/DRS revenue (15%) and free cash flow (25%) as the Company performance metrics for the BIP based on their continued alignment with the Company’s strategic priorities.

  12. LTI Awards

    LTI Awards For 2025, the Compensation Committee continued the existing LTI mix of 75% IM PSUs with RTSR Modifier and 25% RSUs for all NEOs. For the IM PSUs with RTSR Modifier, in 2025, the Compensation Committee set a three-year cumulative Adjusted EBITDA performance target, subject to the RTSR Modifier, based on its continued view that this metric incentivizes execution of the Company’s organic and acquisition growth strategy, aligns with one of the most commonly used LTI performance measures among companies in the 2025 Proxy Peer Group (as defined on page 38) and provides appropriate variation from the metrics used in our 2025 BIP. No off-cycle LTI grants (i.e., grants other than annual or sign-on awards) were made to NEOs in 2025; however, in connection with his promotion to Executive Vice President and President, Rest of World and Brink’s Global Services, Mr. Antar received a one-time “true-up” award on May 1, 2025 to reflect the increased scope of his role and to align his 2025 LTI opportunity with the target opportunity applicable to the position going forward.

  13. LTI Awards

    | 12 | 2026 Proxy Statement |

  14. 2025 Annual and Long-Term Incentive Payouts

    2025 Annual and Long-Term Incentive Payouts In February 2026, following the recommendation of the Compensation Committee, the Board approved the 2025 annual incentive payouts for the NEOs (with respect to Mr. Eubanks, approval by the independent members of the Board) based upon the Company’s 2025 non-GAAP operating profit, revenue, AMS/DRS revenue and free cash flow performance against the targets established as part of the 2025 BIP. The Compensation Committee determined the Company Performance Factor to be 132%, and, in applying the 2025 BIP Adjustment (as defined under “2025 Annual and Long-Term Incentive Payouts” beginning on page 31), exercised discretion to adjust the Company Performance Factor to 110%, resulting in payouts to the NEOs ranging from approximately 52% to 158% of their respective targets (after consideration of individual performance and Market Operating Performance for Messrs. Antar and Peschard). In February 2026, the Compensation Committee certified the earn out for the 2023-2025 IM PSU with RTSR Modifier awards, for the performance period from 2023 to 2025, which reflected Company performance of $3.114 billion in cumulative Adjusted EBITDA* during that period, which was above the maximum performance goal, and Company performance at an RTSR rank of 63% among the comparator group established by the Compensation Committee for that period, which was below the maximum performance goal, and resulted in a payment to each applicable NEO of 226% of target. A comprehensive review of the 2025 compensation program, including its elements, objectives, rationale and payouts, is included in the “Compensation Discussion and Analysis,” beginning on page 28. This non-GAAP financial measure is not presented in accordance with GAAP. See pages 34 to 40 of our 2025 Form 10-K for a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure.

  15. 2025 Annual and Long-Term Incentive Payouts

    | | 13 |

  16. 2025 Annual and Long-Term Incentive Payouts

    Corporate Governance

  17. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    Nominees for Election as Directors for a One-Year Term Expiring in 2027

  18. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | Age: 65 ■ 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 Chairperson 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 Chair of the Investments 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 2027

    | Age: 61 ■ 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) (“RYAM”), a global producer of high-value cellulose fibers, packaging materials and forest products. Mr. Boynton served as an Executive Advisor to RYAM 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. In 2025, Mr. Boynton served as interim President and CEO of American Forests. Mr. Boynton currently serves on the Board of American Forests, and is an advisor to the Chang Robotics Fund. Mr. Boynton brings executive-level international business operations experience, 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 2027

    | Age: 59 ■ Audit Committee (Chair) ■ Finance Committee Director since: 2016 | IAN D. CLOUGH | | | Mr. Clough is the Executive Vice President of Global Pricing & Product 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 2027

    | 24 | 2026 Proxy Statement |

  22. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | Age: 63 ■ Compensation Committee (Chair) ■ Finance Committee Director since: 2014 | SUSAN E. DOCHERTY | | | Ms. Docherty is the former Chief Executive Officer, and a director of ElectraMeccanica Vehicles Corporation (“ElectraMeccanica”), a company that designs and manufactures micromobility electric vehicles, serving at ElectraMecannica from December 2022 until its acquisition by XOS, Inc. (Nasdaq:XOS) in April 2024. 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 2027

    | Age: 53 Director since: 2022 | MARK EUBANKS | | | Mr. Eubanks has served as President, CEO and 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 currently serves as an Advisory Board Member for the University of Florida College of Electrical and Computer Engineering. 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 2027

    | Age: 68 ■ Compensation Committee ■ Corporate Governance Committee Director since: 2009 Chairman of the Board | MICHAEL J. HERLING | | | Mr. Herling is the independent Chairman of the Board. Mr. Herling served as the Company’s independent Lead Director from May 2022 to May 2023, during which time the Board had an Executive Chairman. 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 Chairman Emeritus 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 2027

    | | 25 |

  26. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | Age: 71 ■ 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, where he served as Chief Executive Officer of multiple operating businesses from 1996 to 2009. During his tenure at GE, he was appointed Vice President of General Electric and served on the Company’s Corporate Executive Council, GE’s senior leadership group comprising its top executives. Mr. Parker currently serves as an Emeritus Board Member of Visible Men Academy, a tuition-free, mission-driven, all-boys, public K-5 charter school in Bradenton, Florida, which he co-founded in 2012. From 2012 to 2021, he served in executive leadership roles, including Executive Vice President, Chief Executive Officer, and Chief Financial Officer, leading the organization’s educational programs, strategic growth, governance, and financial oversight. Earlier in his career, Mr. Parker held senior leadership positions at IBM, Morgan Stanley, and ADP. He has led sales, large-scale business transformations, acquisitions and integrations, enterprise risk management initiatives, and global operational improvement programs. His experience spans insurance, financial services, manufacturing, homeland security, and technology-enabled businesses. Mr. Parker previously served on the Board of Directors of A Better Chance and is an Emeritus Member and former board member of The Executive Leadership Council. Mr. Parker brings to the Board extensive senior executive leadership experience, including international operations, financial management and capital allocation, enterprise risk oversight, Lean/Six Sigma operational execution, sales, supply chain and manufacturing, technology strategy, and enterprise-level transformation. |

  27. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | Age: 66 ■ 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 2027

    | Age: 66 ■ Audit Committee Corporate ■ Governance Committee Director since: 2022 | KEITH R. WYCHE | | | Mr. Wyche is the retired Vice President, Community Engagement and Support of Walmart Inc. (NYSE: WMT), a role he held from 2020 to 2024. Prior to that, he served as Vice President, Operations at Walmart from 2017 to 2020. During his tenure at Walmart, Mr. Wyche oversaw cash handling processes, cash management systems, and in store financial services, providing direct insight into secure, high volume cash intensive environments. Before joining Walmart, Mr. Wyche served as President of the Cub Foods and Acme Markets, two SuperValu grocery chains, from 2009 to 2013, where he led complex retail organizations with significant cash volumes, supply chain coordination, and frontline workforce management responsibilities. Earlier in his career, Mr. Wyche held senior operational leadership roles at Pitney Bowes from 2003 to 2009 and at Convergys (now part of Concentrix), from 2000 to 2003. Mr. Wyche currently serves on the board of directors of OIC of America, a national nonprofit focused on workforce development and economic opportunity. He previously served on the board of directors of WMS Industries, a public company later acquired by Scientific Games. The Board benefits from Mr. Wyche’s broad operating and oversight experience across retail and financial services, including his expertise in cash intensive operations, risk management, large scale workforce leadership, enterprise transformation, and talent development. |

  29. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | 26 | 2026 Proxy Statement |

  30. Nominees for Election as Directors for a One-Year Term Expiring in 2027

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

  31. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR , ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |

  32. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    The Company is seeking shareholder approval of a non-binding advisory resolution to approve the compensation of the NEOs as disclosed in this Proxy Statement. The Board unanimously recommends a vote “FOR” approval of a non-binding advisory resolution on NEO compensation as disclosed in this Proxy Statement. The 2025 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 28 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 of 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 2027 Annual Meeting of Shareholders. Under the SEC rules, your vote is advisory and will not be binding upon the Company, the Board or any of its committees. 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 2026 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 28 through 69.”

  33. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | | 27 |

  34. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    Compensation Discussion and Analysis

  35. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | Executive Summary | 29 | | Our Named Executive Officers | 29 | | 2025 in Review | 30 | | Pay Aligned with Performance: 2025 Annual and Long-Term Incentive Payouts | 31 | | Executive Compensation Program Changes in 2025 | 32 | | 2025 “Say on Pay” Results and Shareholder Engagement | 33 |

  36. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | 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 2027

    | Executive Compensation Program Components for 2025 | 35 | | Primary Components | 35 |

  38. Nominees for Election as Directors for a One-Year Term Expiring in 2027

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

  39. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | 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 2027

    | 2025 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 2027

    | 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 | | Insider Trading Policy | 50 | | Prohibition Against Hedging and Pledging | 51 | | Stock Ownership Guidelines | 51 |

  42. Nominees for Election as Directors for a One-Year Term Expiring in 2027

    | 28 | 2026 Proxy Statement |

  43. 2025 in Review

    | Key 2025 Financial Performance Metrics |

  44. Pay Aligned with Performance: 2025 Annual and Long-Term Incentive Payouts

    Pay Aligned with Performance: 2025 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 designed to align the interests of executives and shareholders with rigorous goals tied to performance metrics that are intended to drive our business forward. Annual incentive program payout determinations under the BIP for 2025 for the NEOs reflect the Company’s performance against the specific, pre-established financial goals of 2025 non-GAAP operating profit (50%), revenue (10%), AMS/DRS revenue (15%) and free cash flow (25%). The NEOs received 2025 BIP payouts ranging from approximately 52% to 158% of their respective targets. The annual incentive payouts reflect: ■ actual non-GAAP operating profit of $710 million, adjusted to $674 million (in accordance with pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was above the target goal of $662 million*; ■ actual revenue of $5.261 billion, adjusted to $5.038 billion (in accordance with pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was above the target goal of $5.015 billion; ■ actual AMS/DRS revenue of $1.462 billion, adjusted to $1.395 billion (in accordance with pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was above the target goal of $1.38 billion; ■ actual free cash flow of $435.5 million, adjusted to $436 million (in accordance with pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was above the target goal of free cash flow performance of $403 million*; ■ performance of the operating markets within a NEO’s area of responsibility (where applicable); and ■ individual performance factors, Company values and leadership behaviors. Based on the certified results under the BIP’s financial metrics, the Compensation Committee determined the Company Performance Factor to be 132%. After reviewing the quantitative results, management recommended — and the Compensation Committee approved — the application of downward discretion, resulting in a certified Company Performance Factor of 110% (such adjustment, the “2025 BIP Adjustment”). In exercising this discretion, the Compensation Committee considered the overall quality, sustainability, and geographic balance of the Company’s performance, consistent with the Committee’s responsibility to apply judgment and prudence in incentive outcomes. In determining that the 2025 BIP Adjustment was appropriate, the Compensation Committee considered the following factors: ■ Impact of Unusual Market Volatility — A portion of the Company’s financial performance reflected benefits from unusual volatility in precious metals markets, primarily driven by changes in the U.S. tariff regime. This volatility had a disproportionate impact across certain regions, particularly in the United States and Europe, and was not reflective of underlying operational performance or execution that management believes should be fully incented at the maximum levels under the plan. Regional Performance — Imbalance and Foreign Exchange Effects — The Company experienced uneven performance across geographic regions, resulting in foreign exchange — driven revenue contributions that did not translate into commensurate incremental profitability. The Compensation Committee determined that these results reflected business mix and regional performance dynamics, rather than broad-based operating improvement, and therefore warranted moderation in incentive payouts.

  45. Pay Aligned with Performance: 2025 Annual and Long-Term Incentive Payouts

    | | 31 |

  46. 2023-2025 IM PSU with RTSR Modifier Payouts

    2023-2025 IM PSU with RTSR Modifier Payouts In February 2026, the Compensation Committee certified the payout levels for the 2023-2025 IM PSU with RTSR Modifier awards. For the 2023-2025 performance period, Company performance reflected $3.114 billion in adjusted EBITDA*, exceeding the maximum performance goal, and an RTSR rank of 63% relative to the Compensation Committee-approved comparator group, which was below the maximum RTSR performance level. As a result, each applicable NEO earned a payout equal to 226% of target. See pages 45 to 47 for a description of LTI payouts.

  47. Executive Compensation Program Elements and Changes in 2025

    Executive Compensation Program Elements and Changes in 2025 In 2025, the Compensation Committee maintained the existing LTI mix for all NEOs of 75% IM PSUs with RTSR modifier and 25% time-vested RSUs, including the continued application of a 100% RTSR cap when absolute TSR is negative. The Compensation Committee also maintained the annual incentive program metrics and weightings under the BIP, which continue to align executive incentives with the Company’s strategic focus areas.

  48. 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 are set | ■ Non-GAAP Operating Profit (50% weighting) ■ Revenue (10% weighting) ■ AMS/DRS Revenue (15% weighting) ■ Free Cash Flow (25% weighting) ■ Modifier for Individual Performance ■ Market 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 three-year performance period | ■ 3-year Adjusted EBITDA with a RTSR Modifier (2025-2027) ■ Stock price performance | ■ Motivates and rewards executives for achievement of pre-established long-term performance goals aligned with the Company’s strategic objectives and designed 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 on absolute and relative bases | | | | 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 |

  49. Primary Components

    | Compensation Element | Components of Compensation | Purpose | | Benefits | ■ Deferred compensation program participation ■ 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 ■ Certain executive and spouse travel, with related 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 Plan | ■ Contingent amounts payable only if employment is terminated following a change in control | ■ Encourages the objective evaluation and execution of potential changes to the Company’s strategy and structure ■ Reflects current market practice and enhances retention |

  50. Compensation Committee Review Process

    Compensation Committee Review Process The Compensation Committee oversees the executive compensation programs in which the NEOs participate, including annually reviewing and approving the incentive program design and applicable performance goals. The Compensation Committee sets each component of NEO target compensation and, at least annually, conducts 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. In setting NEO compensation and payout determinations (other than for the CEO), the Compensation Committee considers the CEO’s evaluation of NEO performance and related compensation recommendations. With respect to the CEO, the Compensation Committee reviews performance against annual objectives and reviews competitive market data to determine base salary, target annual incentive, and LTI opportunities, 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 below.

  51. 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 independent compensation consultant. In 2025, FW Cook provided the following services to the Compensation Committee: ■ Reviewed the materials prepared for the Compensation Committee by management relative to the 2025 compensation program design for the NEOs; ■ Prepared materials for the Compensation Committee related to the determination of CEO target compensation for 2025; ■ 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 evaluating executive compensation decisions; ■ Presented a market analysis related to the Company’s annual burn rate, overhang and aggregate LTI grant value; ■ Presented a report on executive compensation trends and regulatory developments; ■ Conducted a review of the Company’s regular and change in control benefits; ■ Assisted with the 2026 proxy statement proposal for the increase in the number of authorized shares under the Company’s 2024 Equity Incentive Plan; 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.

  52. 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.

  53. Market Competitiveness

    the Company, the difficulty and cost of replacement, tenure in the current role, skill set relative to the external marketplace, “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 evaluating executive compensation levels. Survey data is the primary reference point for all NEOs and the proxy 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 — based primarily on revenue and market capitalization — as well as similar business characteristics and business models. The Proxy Peer Group also reflects companies with which Brink’s competes for executive talent and investor capital. The Compensation Committee, in consultation with FW Cook, reviews the Proxy Peer Group annually. The Proxy Peer Group that was used to evaluate 2025 compensation decisions (the “2025 Proxy Peer Group”) included the 17 companies shown below, which reflects the same group used in the prior year, except that the Committee (1) removed Atlas Air Worldwide Holdings Inc., which was previously acquired, (2) added NCR Atleos Corporation, the spun-off ATM business of NCR Corporation, in place of NCR Corporation, and (3) added ABM Industries Incorporated and SS&C Technologies Holdings, Inc. At the time the 2025 Proxy Peer Group was approved in September 2024, the Company’s revenue approximated the 60th percentile and the Company’s market capitalization approximated the 45th percentile of the 2025 Proxy Peer Group.

  54. Market Competitiveness

    | 2025 Proxy Peer Group | | | | ABM INDUSTRIES INCORPORATED | Iron Mountain Incorporated | TFI International Inc. | | ADT Inc. | Landstar System, Inc. | The GEO Group | | Celestica Inc. | NCR Atleos Corporation | The Western Union Company | | Corpay, Inc. | Pitney Bowes Inc. | United Rentals, Inc. | | Euronet Worldwide, Inc. | Ryder System, Inc. | WEX Inc. | | Stericycle, Inc. | SS&C Technologies Holdings, Inc. | |

  55. Market Competitiveness

    Aggregate target cash compensation for 2025 (base salary and target annual incentive) approved by the Compensation Committee for the NEOs was generally positioned around the median range of the December 2024 market data. Target TDC (base salary plus target annual incentive and target long-term incentive) levels approved by the Compensation Committee for the NEOs were 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.

  56. 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 2025, the Compensation Committee determined that current and short-term compensation (base salary and annual incentives) should be delivered in cash, consistent with market practice. For 2025, 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 our NEOs’ interests with the economic interests of shareholders. In 2025, performance-based compensation (which includes annual incentive targets and IM PSUs with RTSR Modifier), represented approximately 71% 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 to 100% due to rounding.

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

    Annual Cash Incentive Awards — Brink’s Incentive Plan The Company’s annual cash incentives for the 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 goals 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, Market Operating Performance. The Compensation Committee approves annual incentive payments to all NEOs, with the exception of the CEO. The independent directors of the Board approve any annual incentive payments to the CEO 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). 2025 Annual Incentive Goal Setting. In February 2025, the Compensation Committee approved non-GAAP operating profit, revenue, AMS/DRS revenue and free cash flow as the annual incentive program metrics under the BIP. The Compensation Committee included an AMS/DRS revenue goal for 2025 once again to align management incentives with key strategic focus areas for the Company. The Compensation Committee determined that the performance metrics were well aligned to the Company’s 2025 priorities, including optimizing profitability, and approved the following 2025 BIP goals and relevant weightings, which are also shown in the graphic below.

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

    | 40 | 2026 Proxy Statement |

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

    Each year, in connection with the approval of annual incentive performance goals at the beginning of the year, the Compensation Committee also approves specific adjustments to be applied to performance results at year-end. For example, in February 2025, the Compensation Committee determined that, when evaluating performance against the 2025 non-GAAP operating profit, revenue, AMS/DRS revenue and free cash flow goals, results would be adjusted to reflect mergers and acquisitions transactions and gains or losses on the disposal of or entry into a business; exclude the positive or negative impact of foreign exchange fluctuations, expenses resulting from government intervention, certain expenses related to non-cash long-term incentive compensation, certain expenses related to the repatriation of cash from Argentina, the cumulative effects of changes in accounting principles, and the impact of unusual or infrequently occurring events, initiatives or transactions; and include synergies achieved during the year for acquisitions with a trailing 12-month adjusted EBITDA of at least $15 million. The Compensation Committee applies straight-line interpolation to determine award payouts when performance results fall between threshold and target or target and maximum performance levels. For any given metric, no payout is earned for performance below the threshold level. 2025 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%. In February 2025, the Compensation Committee established 2025 annual incentive targets for each of the NEOs, other than Mr. Eubanks, and the Board approved the annual incentive target for Mr. Eubanks. The Compensation Committee (and the Board, for Mr. Eubanks) approved increases in the target BIP (expressed as a percent of salary) for Messrs. Eubanks, McMaken and Antar. These increases were determined, in each case, to be in line with market data (within a reasonable range of the median).

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

    | Named Executive Officer | 2024 Annual Incentive Target | Target as a % of 2024 Salary | 2025 Annual Incentive Target | Target as a % of 2025 Salary | | Mr. Eubanks | $1,300,000 | 130% | $1,575,000 | 150% | | Mr. McMaken | 587,700 | 90% | 643,711 | 95% | | Mr. Antar(1) | 364,093 | 70% | 428,873 | 75% | | Ms. Galloway | 363,000 | 75% | 379,455 | 75% | | Mr. Peschard(2) | — | — | 378,750 | 75% |

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

    (1) 2025 Annual Incentive Target for Mr. Antar is calculated with the salary converted from AED to USD using the exchange rate as of December 31, 2025. (2) Mr. Peschard was hired on December 2, 2024 and did not participate in the BIP in 2024. 2025 Annual Incentive Payouts. In February 2026, the Compensation Committee (and the independent members of the Board with respect for Mr. Eubanks) approved 2025 annual incentive payouts for the NEOs based on the Company’s 2025 non-GAAP operating profit, revenue, AMS/DRS revenue and free cash flow performance against the targets established under the 2025 BIP (“Company Performance”), as well as each executive’s individual performance (“Individual Performance”). Individual Performance reflects achievement of individual goals, demonstration of Company values and certain success factors based on leadership behaviors. For Messrs. Antar and Peschard, the Compensation Committee also considered their respective Market Operating Performance. For Mr. Antar, this included our Asia Pacific, Middle East and Africa (Rest of World) markets and Brink’s Global Services businesses and, for Mr. Peschard, the Latin America market.

  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. Eubanks and McMaken and Ms. Galloway

    | | 41 |

  64. Annual Incentive Payout Calculation for Messrs. Antar and Peschard

    Annual Incentive Payout Calculation for Messrs. Antar and Peschard The Compensation Committee determined the Company Performance Factor to be 132%, and, in applying the 2025 BIP Adjustment, exercised discretion to adjust the Company Performance Factor to 110%. The Company Performance Factor reflects: ■ actual non-GAAP operating profit of $709.9 million, adjusted to $674 million (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set as discussed on page 41 above), which was above the target goal of $662 million*; ■ actual revenue of $5.261 billion, adjusted to $5.038 billion (in light of the same adjustments discussed above), which was above the target goal of $5.015 billion; ■ actual AMS/DRS revenue of $1.462 billion, adjusted to $1.395 billion (in light of the same adjustments discussed above), which was above the target goal of $1.38 billion; and ■ actual free cash flow of $435.5 million, adjusted to $436 million (in light of the same adjustments discussed above), which was above the target goal of $403 million.* In addition to Company Performance that resulted in a Company Performance Factor of 132%, adjusted to 110% following application of the 2025 BIP Adjustment, and Market Operating Performance, as applicable, the Compensation Committee also considered Mr. Eubanks’ recommendations regarding Individual Performance of each NEO, other than Mr. Eubanks, as summarized in the following paragraphs. For Mr. McMaken, the Compensation Committee considered his leadership in strengthening the Company’s financial, technology, and capital foundations, including progress in Finance and IT transformation, improvements in close cadence, forecast accuracy, reporting quality, and operational discipline. The Committee also considered positive technology and cost outcomes, including improved system stability, enhanced cyber posture, disciplined capital management, and overall support for transparency and long-term value creation. For Ms. Galloway, the Compensation Committee considered her disciplined leadership and progress advancing the Company’s enterprise transformation, including keeping the HR transformation on track, completing functional rewires, advancing Workday optimization, and establishing a globally consistent operating model that supports efficiency and scalability. The Committee also considered her delivery of tangible business outcomes in talent and cost discipline, including executive recruiting cost avoidance and her role in supporting key senior leadership appointments and integration across the organization. For Mr. Antar, the Compensation Committee considered his effective assumption of expanded responsibilities during the year, including oversight of Rest of World operations, and his prompt actions to strengthen operating discipline and execution rigor. The Committee also considered full-year business results, including ROW revenue finishing above plan and particularly strong performance in Brink’s Global Services, reflecting improved execution and leadership effectiveness. For Mr. Peschard, the Compensation Committee considered his leadership during a particularly challenging year across Latin America, in a complex environment. The Committee also considered his progress in stabilizing the organization, building out his leadership team, and deepening his understanding of regional business dynamics, alongside the need for continued improvement in operating cadence, decision-making speed, and execution rigor. Non-GAAP financial measures, which served as metrics in our short- and long-term incentive programs in 2025, are not presented in accordance with GAAP. See pages 34 to 40 of the 2025 Form 10-K for a reconciliation of non-GAAP operating profit and free cash flow before dividends to the most directly comparable GAAP financial measures.

  65. Annual Incentive Payout Calculation for Messrs. Antar and Peschard

    | 42 | 2026 Proxy Statement |

  66. Annual Incentive Payout Calculation for Messrs. Antar and Peschard

    For Mr. Eubanks, the Board considered his leadership in driving the Company’s overall performance and strategic priorities during 2025, including sustained execution against the operating plan, continued progress accelerating AMS and DRS growth, and disciplined focus on free cash flow and capital allocation. The Board also considered his role in advancing enterprise transformation, strengthening the executive leadership team through key leadership appointments, and reinforcing a customer-focused, enterprise-first operating model that supports long-term value creation. The following table sets forth the actual annual incentive payments for 2025 under the BIP. Annual incentive payments are also shown in the Summary Compensation Table on page 53.

  67. Annual Incentive Payout Calculation for Messrs. Antar and Peschard

    | Name | 2025 Annual Incentive Target | 2025 Actual Annual Incentive Payment | 2025 Actual Annual Incentive Payment % of Target | | Mr. Eubanks | $1,575,000 | $1,905,750 | 121.0% | | Mr. McMaken | 643,711 | 743,486 | 115.5% | | Mr. Antar | 428,873 | 675,849 | 157.6% | | Ms. Galloway | 379,455 | 438,271 | 115.5% | | Mr. Peschard | 378,750 | 196,829 | 52.0% |

  68. 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 the shareholder experience. Unchanged from 2024, for 2025, the Compensation Committee approved an LTI mix for all NEOs to include IM PSUs with RTSR Modifier (75% of the award value) and time-vested RSUs (25% of the award value). No off-cycle grants (i.e., grants other than annual or sign-on LTI awards) were made in 2025 to NEOs; however, in connection with his promotion to Executive Vice President and President, Rest of World and Brink’s Global Services, Mr. Antar received a one-time “true-up” award on May 1, 2025, to reflect the increased scope of his role and to align his 2025 LTI opportunity with the target opportunity applicable to the position going forward. 2025 IM PSUs with RTSR Modifier. Our NEOs will receive payouts from IM PSUs with RTSR 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 RTSR Modifier payouts will be settled in shares of Common Stock and range from 0% to 200% of the target award, subject to the RTSR Modifier ranging from 75% to 125% of the earned amount (resulting in a potential maximum of 250% of the target award). The RTSR Modifier is subject to a cap of 100% if absolute TSR during the performance period is negative. For the 2025 IM PSUs with RTSR 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, with vesting of the awards scheduled to occur on the date in early 2028 on which the Compensation Committee certifies the achievement of the performance goals, subject to continued service. The Compensation Committee established three-year adjusted EBITDA as the performance metric based on a continued 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 the 2025 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 adjusted EBITDA for the IM PSUs with RTSR 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.

  69. Long-Term Incentive Compensation

    | 3-Year Cumulative Adjusted EBITDA Performance Levels | Performance Stock Units Earned as a Percent of Target | | Below Threshold Performance | 0% |

  70. Long-Term Incentive Compensation

    | | 43 |

  71. Long-Term Incentive Compensation

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

  72. Long-Term Incentive Compensation

    At the time the Compensation Committee established the target levels of performance for the IM PSUs with RTSR 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 RTSR Modifier, as determined according to cumulative adjusted EBITDA performance for the performance period, is subject to the RTSR 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).

  73. Long-Term Incentive Compensation

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

  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, which was comprised of companies from the Proxy Peer Group and the peers of those benchmarking peers, in each case where 25% or more of revenues are from outside the U.S., consisting of the following 21 companies, which was unchanged from 2024:

  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 Company | NCR Voyix Corporation | Woodward, Inc. | | Curtiss-Wright Corporation | Sabre Corporation | Xerox Holdings Corporation | | Euronet Worldwide, Inc. | Spirit AeroSystems Holdings, Inc. | XPO, Inc. |

  76. Long-Term Incentive Compensation

    2025 RSUs. Each RSU is the economic equivalent of one share of Common Stock and is settled in shares of Common Stock. While RSUs do not have an exercise price and therefore retain some value even if the stock price declines, their ultimate value fluctuates with the Company’s stock price, making them a form of variable, at-risk compensation tied to shareholder value. 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 2025 RSU awards vest in three equal annual installments. 2025 LTI Target Award Opportunities. In establishing LTI compensation targets for each NEO for 2025, the Compensation Committee considered competitive market information, in the context of the overall LTI compensation philosophy, which

  77. Long-Term Incentive Compensation

    | 44 | 2026 Proxy Statement |

  78. Long-Term Incentive Compensation

    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 RTSR 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 2025 for each of the NEOs (the independent directors approving Mr. Eubanks’ LTI award opportunity). These awards appear in the 2025 Grants of Plan-Based Awards Table on page 55. The increase in values for the 2025 awards reflects the Compensation Committee’s determination to deliver the majority of the adjustment through long-term incentives, strengthening alignment between executive compensation and shareholder interests, as well as the risks and rewards of stock ownership. These adjustments aim to recognize the NEOs’ respective experience and performance while encouraging their long-term retention.

  79. Long-Term Incentive Compensation

    | Name | 2024 Long-Term Incentive Compensation | 2025 Long-Term Incentive Compensation(1) | % Change from 2024 LTI amounts | | Mr. Eubanks | $5,700,000 | $6,680,000 | 17.2% | | Mr. McMaken | 1,750,000 | 1,800,000 | 2.9% | | Mr. Antar | 525,000 | 700,000 | 33.3% | | Ms. Galloway | 800,000 | 900,000 | 12.5% | | Mr. Peschard | — | 468,750 (2) | NA |

  80. Long-Term Incentive Compensation

    (1) 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 2025 Summary Compensation and 2025 Grants of Plan Based Awards Tables. See Note 17 to the Company’s financial statements in its 2025 Form 10-K. See also footnote 3 to the 2025 Summary Compensation Table on page 53. (2) Represents a portion of Mr. Peschard’s 2025 LTI opportunity. A portion of his 2025 LTI award that would otherwise have been granted in the first quarter of 2025 was granted on December 2, 2024 as an additional sign-on LTI award with a value of $156,250. This award is included in Mr. Peschard's total 2025 target LTI opportunity of $625,000. 2023-2025 LTI Awards. The LTI awards granted in 2023 to the NEOs (other than Messrs. Antar and Peschard who joined the Company in October 2024 and December 2024, respectively) were comprised of IM PSUs with RTSR Modifier (75% of the award value) and RSUs (25% of the award value). The payouts under the 2023 PSU awards are described below. 2023-2025 IM PSU with RTSR Modifier Payouts. In 2023, Messrs. Eubanks, McMaken, and Galloway received awards of IM PSUs with RTSR Modifier. In February 2026, the Compensation Committee certified the level of payouts for the IM PSUs with RTSR Modifier that were awarded in 2023. The Compensation Committee set performance goals at threshold, target and maximum levels of the Company’s adjusted EBITDA* for the performance period beginning January 1, 2023 and ending December 31, 2025, subject to the RTSR Modifier based on the percentile rank of the Company’s TSR as compared to the TSR for the IM PSU with RTSR Modifier comparator peer companies during the performance period (which ranges from 75% to 125% of the earned amount, subject to a cap of 100% if absolute TSR during the performance period is negative). In February 2026, the Compensation Committee certified Company performance of $3.114 billion in adjusted EBITDA* for the 2023-2025 performance period, which was above the maximum performance goal, and Company RTSR performance of 63%, which was below the maximum performance goal, resulting in a payout of 226% of target IM PSUs with RTSR Modifier to the applicable NEOs. The following graphic shows the Company’s performance against the PSU performance goals, resulting in the IM PSU with RTSR Modifier payouts as described above: This non-GAAP financial measure is not presented in accordance with GAAP. See pages 34 to 40 of our 2025 Form 10-K for a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure.

  81. Long-Term Incentive Compensation

    | | 45 |

  82. Long-Term Incentive Compensation

    Equity Grant Practices. We do not time LTI awards in coordination with the release of material non-public information and have not had a practice of doing so. In addition, we have not 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 and RSU awards granted by the Company is disclosed in the Company’s annual and quarterly financial reports filed with the SEC. Additionally, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material non-public information by the Company. In the event the Company determines to grant options, the Board will evaluate the appropriate steps to take in relation to the foregoing. The determination of grant date fair value for equity grants is described on page 53. Equity awards for NEOs for 2025 were granted under the 2024 Equity Incentive Plan, which was approved by shareholders in May 2024. “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 automatically only upon certain terminations of employment within six months prior to or 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 or the 2024 Equity Incentive Plan, as applicable, will immediately vest, and be paid out at (1) target for IM PSUs with RTSR Modifier multiplied by the applicable RTSR 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 (2) 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 with RTSR Modifier (where the change in control occurs after the first 12 months of the performance period), if in all instances the employee remains employed through the change in control. For IM PSUs with RTSR Modifier, a change in control within the first 12 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 RTSR 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 RTSR Modifier will still be subject to a double trigger for accelerated vesting. If a change in control occurs after the first 12 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

  83. Long-Term Incentive Compensation

    | 46 | 2026 Proxy Statement |

  84. Long-Term Incentive Compensation

    with RTSR 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 RTSR Modifier achieved through the date of the change in control. The RSUs resulting from the conversion of IM PSUs with RTSR 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 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. Notwithstanding the foregoing, in the event of a change in control, the Compensation Committee may exercise certain discretion with respect to unvested PSU and RSU awards. If such discretion is exercised, the Company will clearly disclose in the applicable proxy statement the rationale for the Compensation Committee’s decision, which helps promote transparency and align executive compensation with shareholder interests. In July 2025, the Compensation Committee approved certain changes to the CEO’s equity award provisions, as described in further detail under “Potential Payments Upon Termination or Change in Control” beginning on page 61.

  85. One-Time Transformation Incentive Awards

    One-Time Transformation Incentive Awards Brink’s is undertaking a targeted, multi-year transformation designed to fundamentally improve the efficiency and effectiveness of its core functional and procurement operations. This initiative is intended to eliminate structural costs embedded in legacy and highly transactional activities, simplify operating processes, and reallocate resources toward building scalable capabilities that support long-term growth and performance. The scope and ambition of this effort extend well beyond routine operational efficiency programs and represent a significant change in how Brink’s runs its business. The transformation is complex, cross-functional, and execution-intensive, with significant enterprise-wide scope and value realization expected to occur over multiple years. Successful execution requires sustained leadership focus, disciplined implementation, and accountability over a time horizon that is not fully captured by the Company’s annual or standard long-term incentive programs. Given the strategic importance and atypical nature of this initiative, the Committee determined that directly linking a discrete portion of executive compensation to the successful execution of the transformation was appropriate and in shareholders’ interest. Accordingly, in February 2026, the Committee approved a one-time, performance-based Transformation Incentive award for members of Brink’s Executive Leadership Team (the “ELT” and such incentive award the “Transformation Incentive Award”), including the CEO (whose award was approved by the Board). The Transformation Incentive Award is designed to reinforce accountability for executing the Company’s multi-year transformation by aligning compensation outcomes with the achievement of clearly defined, rigorous, and multi-year performance objectives that reflect the timely and effective delivery of this critical enterprise initiative. These one-time, performance-based awards, which are separate from the Company’s annual long-term incentive program, are intended to motivate and reward disciplined execution against clearly defined financial objectives over the performance period and are not intended to replace or duplicate existing incentive opportunities. In approving the Transformation Incentive Awards, the Committee considered, among other factors: ■ the scope, complexity, and strategic importance of the Company’s transformation initiatives; ■ the multi-year period required for full value realization; ■ external market practices for special, performance-based transformation awards among peer and comparable companies; and the importance of maintaining strong alignment with shareholder interests and proxy advisor expectations.

  86. One-Time Transformation Incentive Awards

    | | 47 |

  87. 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.

  88. 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. In July 2025, the Compensation Committee approved an amendment and restatement of the Severance Pay Plan, as described in further detail under “Potential Payments Upon Termination or Change in Control” beginning on page 61.

  89. 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 helping to ensure 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 and a termination of employment within six months prior to or two years following the change in control under certain

  90. Change in Control Plan

    | | 49 |

  91. Change in Control Plan

    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 payments under the CIC Plan each year. See “Potential Payments upon Termination or Change in Control — CIC Plan,” beginning on 61. In July 2025, the Compensation Committee approved an amendment and restatement of the CIC Plan, as described in further detail under “Potential Payments Upon Termination or Change in Control” beginning on page 61.

  92. 2025 Summary Compensation Table(1)

    2025 Summary Compensation Table(1) The following table presents information with respect to compensation of the NEOs in 2025 and, to the extent required by SEC disclosure rules, 2024, and 2023.

  93. 2025 Summary Compensation Table(1)

    | Name and Principal Position | Year | Salary(2) ($) | Bonus ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total(6) ($) | | Mark Eubanks President and Chief Executive Officer | 2025 | 1,041,667 | — | 6,679,922 | 1,905,750 | 317,426 | 9,944,765 | | | 2024 | 991,667 | — | 5,699,958 | 1,371,825 | 286,114 | 8,349,563 | | | 2023 | 941,667 | — | 4,799,958 | 1,173,060 | 309,360 | 7,224,045 | | Kurt B. McMaken Executive Vice President and Chief Financial Officer | 2025 | 673,492 | — | 1,799,916 | 743,486 | 169,616 | 3,386,510 | | | 2024 | 648,333 | — | 1,749,871 | 590,639 | 160,736 | 3,149,579 | | | 2023 | 620,833 | — | 1,299,959 | 536,244 | 87,608 | 2,544,645 | | Nader Antar(7) Executive Vice President and President, Rest of World and Brink’s Global Services | 2025 | 557,606 | — | 699,813 | 675,849 | 176,779 | 2,110,047 | | Elizabeth A. Galloway Executive Vice President and Chief Human Resources Officer | 2025 | 502,283 | — | 899,912 | 438,271 | 135,986 | 1,976,452 | | | 2024 | 480,833 | — | 799,946 | 383,056 | 129,330 | 1,793,166 | | | 2023 | 292,386 | — | 2,099,946 | 342,117 | 37,802 | 2,772,251 | | Guillermo Peschard(8) Executive Vice President and President, Brink’s Latin America | 2025 | 504,167 | — | 468,735 | 196,832 | 230,918 | 1,400,652 |

  94. 2025 Summary Compensation Table(1)

    (1) No stock options were issued, outstanding or exercised during fiscal year 2025. (2) 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 2025, see the 2025 Non-qualified Deferred Compensation Table, beginning on page 58. For the IM PSUs with RTSR Modifier granted in 2023, 2024, and 2025, 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 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. For further information regarding the assumptions used in the calculation of the grant date fair value of these awards, see Note 17 to the Company’s financial statements in its 2025 Form 10-K. 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. For Mr. Antar, the 2025 amount includes a one-time true-up LTI award in connection with his promotion to Executive Vice President and President, Rest of World and Brink’s Global Services to reflect the increased scope of his role and to align his 2025 LTI opportunity with the target opportunity applicable to this position going forward. The following table sets forth the 2025 IM PSUs with RTSR Modifier at the grant date fair value and at the maximum potential value at the highest level of performance for each NEO:

  95. 2025 Summary Compensation Table(1)

    | | 53 |

  96. 2025 Summary Compensation Table(1)

    | Name | 2025 IM PSU with RTSR Modifier Grant Date Fair Value(a) | Maximum Potential Value at Highest Level of Performance(b) | | Mr. Eubanks | $5,009,983 | $10,019,966 | | Mr. McMaken | 1,349,976 | 2,699,952 | | Mr. Antar | 524,894 | 1,049,788 | | Ms. Galloway | 674,942 | 1,349,884 | | Mr. Peschard | 468,735 | 937,470 |

  97. 2025 Summary Compensation Table(1)

    For Mr. Antar, the amount includes a one-time true-up LTI award in connection with his promotion to Executive Vice President and President, Rest of World and Brink’s Global Services to align his 2025 LTI award opportunity with the target opportunity applicable to the position going forward. (b) 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. RTSR 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 2025, see the 2025 Non-qualified Deferred Compensation Table, beginning on page 58. (5) For 2025, includes items and amounts for each of the NEOs as described below: (a) Matching Company contributions on deferrals of compensation made in 2025 under both our 401(k) Plan and Deferred Compensation Program:

  98. 2025 Summary Compensation Table(1)

    | Name | Matching Contribution for Deferred Salary | 401(k) Plan Matching Contribution | Matching Contribution for Deferred Annual Incentive | Supplemental Savings Plan Matching Contribution | Total(i) | | Mr. Eubanks | $104,167 | $10,500 | $137,183 | $27,461 | $279,310 | | Mr. McMaken | 67,349 | 10,500 | 59,064 | 18,151 | 155,064 | | Mr. Antar | — | — | — | — | — | | Ms. Galloway | 50,228 | 10,155 | 38,306 | 5,638 | 104,327 | | Mr. Peschard | 45,902 | 10,500 | — | 3,156 | 59,559 |

  99. 2025 Summary Compensation Table(1)

    (i) Amounts may not add due to rounding. (b) Perquisites and personal benefits in 2025 received by the NEOs:

  100. 2025 Summary Compensation Table(1)

    | Name | Executive Physical Examinations | Relocation- related Expenses(i) | Personal and Spousal Travel, Gifts and Entertainment(ii) | UAE Allowances(iii) | Financial Planning Reimbursement | Total(iv) | | Mr. Eubanks | $7,775 | $ — | $13,866 | $ — | $16,475 | $38,116 | | Mr. McMaken | — | — | 5,502 | — | 9,050 | 14,552 | | Mr. Antar | — | — | 1,734 | 175,045 | — | 176,779 | | Ms. Galloway | 6,737 | — | 8,447 | — | 16,475 | 31,659 | | Mr. Peschard | — | 169,892 | 1,468 | — | — | 171,360 |

  101. 2025 Summary Compensation Table(1)

    (i) Amounts in this column reflect limited tax gross-ups related to relocation expenses, which were provided pursuant to the terms of the Company’s executive relocation policy. (ii) Amounts in this column include costs in connection with attendance at a meeting of the Board, as well as other limited spousal travel. (iii) Amounts in this column include costs for housing and transport. (iv) Amounts may not add due to rounding. (6) Amounts may not add due to rounding. (7) Mr. Antar was not a NEO in 2023 and 2024, and, as a result and in accordance with SEC rules, the Company has only provided compensation information for 2025. Mr. Peschard was not a NEO in 2023 and 2024, and, as a result and in accordance with SEC rules, the Company has only provided compensation information for 2025.

  102. 2025 Summary Compensation Table(1)

    | 54 | 2026 Proxy Statement |

  103. 2025 Grants of Plan-Based Awards Table

    2025 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, 2025, which included BIP target awards and LTI awards under the 2024 Equity Incentive Plan.

  104. 2025 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 | 3/3/2025 | 787,500 | 1,575,000 | 3,150,000 | | | | | | | | | | IM PSU w/RTSR Mod | 3/3/2025 | | | | 27,175 | 54,350 | 135,875 | | | | 5,009,983 | | | RSU | 3/3/2025 | | | | | | | 19,270 | | | 1,669,939 | | Kurt B. McMaken | BIP | 3/3/2025 | 321,855 | 643,711 | 1,287,421 | | | | | | | | | | IM PSU w/RTSR Mod | 3/3/2025 | | | | 7,322 | 14,645 | 36,612 | | | | 1,349,976 | | | RSU | 3/3/2025 | | | | | | | 5,192 | | | 449,940 | | Nader Antar | BIP | 3/3/2025 | 214,436 | 428,715 | 857,745 | | | | | | | | | | IM PSU w/RTSR Mod | 3/3/2025 | | | | 2,832 | 5,664 | 14,160 | | | | 393,701 | | | RSU | 3/3/2025 | | | | | | | 2,016 | | | 131,204 | | | IM PSU w/RTSR Mod | 5/1/2025 | | | | 696 | 1,393 | 3,482 | | | | 131,193 | | | RSU | 5/1/2025 | | | | | | | 502 | | | 43,715 | | Elizabeth A. Galloway | BIP | 3/3/2025 | 189,728 | 379,455 | 758,910 | | | | | | | | | | IM PSU w/RTSR Mod | 3/3/2025 | | | | 3,661 | 7,322 | 18,305 | | | | 674,942 | | | RSU | 3/3/2025 | | | | | | | 2,596 | | | 224,970 | | Guillermo Peschard | BIP | 3/3/2025 | 189,375 | 378,750 | 757,500 | | | | | | | | | | IM PSU w/RTSR Mod | 3/3/2025 | | | | 2,542 | 5,085 | 12,712 | | | | 468,735 |

  105. 2025 Grants of Plan-Based Awards Table

    (1) The annual IM PSUs with RTSR Modifier and RSUs, as applicable, granted to Messrs. Eubanks, McMaken, Antar and Peschard and Ms. Galloway on March 1, 2025, and Mr. Antar on May 1, 2025, were all granted under the 2024 Equity Incentive Plan. See “Equity Award Grants” on page 56. The closing stock price as of March 3, 2025 was used, as March 1, 2025 was a non-trading day. (2) Amounts in this column represent annual incentive targets under the BIP for 2025 paid in 2026. Actual payouts under the BIP are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” on page 53. (3) Amounts in this column represent IM PSUs with RTSR Modifier awarded for the 2025-2027 performance period. The TSR multiplier is subject to a cap of 100% if absolute TSR during the performance period is negative. In 2028, the Compensation Committee will determine the IM PSU with RTSR Modifier payout based on the Company’s adjusted EBITDA goal, then the RTSR 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 21 companies (see a listing of these companies on page 44), multiplied by the number of units earned based on performance relative to the Company adjusted EBITDA goal. The number of IM PSUs with RTSR Modifier ultimately paid can range from 0% to 250% of the IM PSUs with RTSR 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 RTSR Modifier, the grant date fair value was computed based on a Monte Carlo simulation model, adjusted for a discount for dividends not received or accrued during the vesting period. Under that model, the IM PSU with RTSR Modifier awards had a per share grant date fair value of $92.18 for the March 3, 2025 grant date and $94.18 for the May 1, 2025 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 $86.65 for the March 3, 2025 grant date and $87.07 for the May 1, 2025. For further information regarding the assumptions used in the calculation of the grant date fair value of these awards, see Note 17 to the Company’s financial statements in its 2025 Form 10-K.

  106. 2025 Grants of Plan-Based Awards Table

    | | 55 |

  107. Outstanding Equity Awards at Fiscal Year-End 2025 Table(1)

    Outstanding Equity Awards at Fiscal Year-End 2025 Table(1) 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, 2025.

  108. Outstanding Equity Awards at Fiscal Year-End 2025 Table(1)

    | | | Stock Awards | | | | | Name | Award Type | 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 | | | | | | | 3/3/2023 | IM PSU w.RTSR Mod | 111,910 | 13,063,254 | | | | 3/3/2023 | RSU | 8,923 | 1,041,582 | | | | 3/1/2024 | IM PSU w.RTSR Mod | | | 25,972 | 3,031,712 | | 3/1/2024 | RSU | 12,328 | 1,439,047 | | | | 3/3/2025 | IM PSU w.RTSR Mod | | | 27,175 | 3,172,138 | | 3/3/2025 | RSU | 19,270 | 2,249,387 | | | | Kurt B. McMaken | | | | | | | 3/3/2023 | IM PSU w.RTSR Mod | 30,308 | 3,537,853 | | | | 3/3/2023 | RSU | 1,631 | 190,387 | | | | 3/1/2024 | IM PSU w.RTSR Mod | | | 7,973 | 930,688 | | 3/1/2024 | RSU | 3,610 | 421,395 | | | | 3/3/2025 | IM PSU w.RTSR Mod | | | 7,322 | 854,697 | | 3/3/2025 | RSU | 5,192 | 606,062 | | | | Nader Antar | | | | | | | 10/1/2024 | RSU | 1,423 | 166,107 | | | | 3/3/2025 | IM PSU w.RTSR Mod | | | 2,135 | 249,219 | | 3/3/2025 | RSU | 1,514 | 176,729 | | | | 5/1/2025 | IM PSU w.RTSR Mod | | | 696 | 81,244 | | 5/1/2025 | RSU | 502 | 58,598 | | | | Elizabeth A. Galloway | | | | | | | 5/15/2023 | IM PSU w.RTSR Mod | 16,712 | 1,950,792 | | | | 5/15/2023 | RSU | 8,232 | 960,921 | | | | 3/1/2024 | IM PSU w.RTSR Mod | | | 3,645 | 425,481 | | 3/1/2024 | RSU | 1,650 | 192,605 | | | | 3/3/2025 | IM PSU w.RTSR Mod | | | 3,661 | 427,349 | | 3/3/2025 | RSU | 2,596 | 303,031 | | | | Guillermo Peschard | | | | | | | 12/2/2024 | RSU | 1,573 | 183,616 | | | | 12/2/2024 | RSU | 1,092 | 127,469 | | | | 3/3/2025 | IM PSU w.RTSR Mod | | | 2,542 | 296,728 |

  109. Outstanding Equity Awards at Fiscal Year-End 2025 Table(1)

    (1) No stock options were outstanding or exercised during fiscal year 2025. 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. Antar, his true-up RSU award vests in three annual installments, beginning in May 2026. The 2023-2025 performance period for the IM PSU with RTSR Modifier awards granted in 2023 concluded on December 31, 2025 and such awards became earned and payable on the vesting date on February 18, 2026.

  110. Outstanding Equity Awards at Fiscal Year-End 2025 Table(1)

    | | 57 |

  111. Outstanding Equity Awards at Fiscal Year-End 2025 Table(1)

    Represents market value or payout value for RSU awards, as applicable, which was based on the closing price of Common Stock on December 31, 2025, 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 with RTSR Modifier awards granted in 2023 for the 2023-2025 performance period, as applicable. The 2023 IM PSU with RTSR Modifier awards became earned and payable on the vesting date on February 18, 2026 at 226% payout (after application of the RTSR Modifier) and are reported at these levels. (4) Represents market value or payout value for IM PSU with RTSR Modifier awards granted in 2024 and in 2025 for the 2024-2026 and 2025-2027 performance periods, respectively. The 2024 and 2025 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. For the 2024-2026 and 2025-2027 performance periods, the IM PSU with RTSR Modifier awards are reported at the 50% threshold level of performance.

  112. 2025 Option Exercises and Stock Vested Table

    2025 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, 2025. No NEO exercised an option award during the year ended December 31, 2025.

  113. 2025 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Mark Eubanks | 81,871 | 7,928,332 | | Kurt B. McMaken | 51,989 | 4,947,144 | | Nader Antar | 712 | 84,258 | | Elizabeth A. Galloway | 9,059 | 812,802 | | Guillermo Peschard | 1,334 | 150,942 |

  114. 2025 Option Exercises and Stock Vested Table

    (1) For Mr. Eubanks, includes 2,736 shares that were deferred under the terms of the Key Employees’ Deferred Compensation Program and will settle in Common Stock on a one-for-one basis and be distributed in accordance with Mr. Eubanks’ deferral election. For each NEO, includes certain shares that were withheld to satisfy applicable tax withholding requirements.

  115. 2025 Non-qualified Deferred Compensation Table

    2025 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 2025, aggregate withdrawals and the aggregate balance of deferred compensation accounts at December 31, 2025. 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.

  116. 2025 Non-qualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Company Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(3) ($) | | Mark Eubanks | 309,965 | 268,810 | 13,347 | 2,741,906 | 3,334,028 | | Kurt B. McMaken | 162,284 | 144,564 | 3,794 | 1,051,215 | 1,361,857 | | Nader Antar | — | — | — | — | — | | Elizabeth A. Galloway | 94,805 | 94,172 | 1,889 | 517,574 | 708,440 | | Guillermo Peschard | 52,563 | 49,059 | 198 | 114,763 | 216,582 |

  117. 2025 Non-qualified Deferred Compensation Table

    | 58 | 2026 Proxy Statement |

  118. 2025 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 2025 under the Deferred Compensation Program by each of the NEOs:

  119. 2025 Non-qualified Deferred Compensation Table

    | Name | Salary Deferred | BIP Compensation Deferred(a) | Supplemental Savings Plan Deferred | Total(a) | | Mr. Eubanks | $104,167 | $137,183 | $68,616 | $309,965 | | Mr. McMaken | 67,349 | 59,064 | 35,871 | 162,284 | | Mr. Antar | — | — | — | — | | Ms. Galloway | 50,228 | 38,306 | 6,271 | 94,805 | | Mr. Peschard | 46,250 | — | 6,313 | 52,563 |

  120. 2025 Non-qualified Deferred Compensation Table

    (a) The incentive compensation deferred in 2025 was earned by each NEO for 2024 under the BIP. (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 2025 with respect to deferrals of salary and annual incentive awards under the BIP and supplemental savings plan contributions for each of the NEOs:

  121. 2025 Non-qualified Deferred Compensation Table

    | Name | Salary Matching Contribution | BIP Matching Contribution | Supplemental Savings Plan Matching Contribution | Total(a) | | Mr. Eubanks | $104,167 | $137,183 | $27,461 | $268,810 | | Mr. McMaken | 67,349 | 59,064 | 18,151 | 144,564 | | Mr. Antar | — | — | — | — | | Ms. Galloway | 50,228 | 38,306 | 5,638 | 94,172 | | Mr. Peschard | 45,902 | — | 3,156 | 49,059 |

  122. 2025 Non-qualified Deferred Compensation Table

    (a) Certain of these amounts are included within “All Other Compensation” for 2025 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 2025 for the common stock units in each NEO’s account:

  123. 2025 Non-qualified Deferred Compensation Table

    | Name | Dividends on Brink’s Common Stock(a) | | Mr. Eubanks | $13,347 | | Mr. McMaken | 3,794 | | Mr. Antar | — | | Ms. Galloway | 1,889 | | Mr. Peschard | 198 |

  124. 2025 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, 2025 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:

  125. 2025 Non-qualified Deferred Compensation Table

    | | 59 |

  126. 2025 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 | 5 | $309,965 | $268,810 | $13,347 | $2,741,906 | $3,334,028 | | Mr. McMaken | 4 | 162,284 | 144,564 | 3,794 | 1,051,215 | 1,361,857 | | Mr. Antar | 0 | — | — | — | — | — | | Ms. Galloway | 3 | 94,805 | 94,172 | 1,889 | 517,574 | 708,440 | | Mr. Peschard | 1 | 52,563 | 49,059 | 198 | 114,763 | 216,582 |

  127. 2025 Non-qualified Deferred Compensation Table

    Represents value as of December 31, 2025.

  128. 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. On July 17, 2025, the Compensation Committee approved an amendment and restatement of each of the Severance Pay Plan and the CIC Plan, as more fully described below. Benefits under the CIC Plan are triggered upon termination within six months prior to or following a change in control (“double trigger”). The tables on pages 65 and 68 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, 2025 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 2025 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, 2025, 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 $116.73, which was the closing stock price of the Company’s Common Stock on December 31, 2025, 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 65 and 68.

  129. 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 | | Global | 16,639 | 9,944,765 | 598:1 | All markets (U.S. and international excluding Germany & Luxembourg) | full-time, part-time, seasonal, temporary | | U.S. only (Supplemental) | 80,762 | 9,944,765 | 123:1 | U.S. only | full-time, part-time, seasonal, temporary |

  130. Facts to Consider Regarding Our Employees

    | Year (a) | Summary Compensation Total For PEO(1)(2) ($) (b) | Compensation Actually Paid (“CAP”) to PEO(3) ($) (c) | Average Summary Compensation Table Total For Non-PEO NEOs(4) ($) (d) | Average Compensation Actually Paid to Non- PEO NEOs(5) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income(9) ($) (mil) (h) | Adjusted EBITDA(10) ($) (mil) (i) | | | | | | | Company TSR(6)(8) ($) (f) | Peer Group TSR(7)(8) ($) (g) | | | | 2025 | 9,944,765 | 21,582,523 | 2,218,415 | 3,761,240 | 171.59 | 226.79 | 210.2 | 977.1 | | 2024 | 8,349,563 | 11,707,918 | 2,551,218 | 2,938,155 | 134.93 | 221.15 | 174.7 | 911.9 | | 2023 | 7,224,045 | 12,983,020 | 2,389,414 | 4,930,827 | 126.68 | 181.92 | 87.7 | 867.2 | | 2022 | 5,998,572 | 5,715,405 | 3,196,317 | 3,106,223 | 76.38 | 141.58 | 170.6 | 788.3 | | 2021 | 11,405,920 | 10,365,522 | 2,153,145 | 1,722,376 | 92.00 | 140.40 | 105.2 | 682.6 |

  131. 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 compensation actually paid to Mr. Pertz for fiscal year 2021 and to Mr. Eubanks for the applicable subsequent years, as well as the average compensation actually paid to the Company’s Non-PEO NEOs (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 executive compensation program, the Company believes net income is correlated with Adjusted EBITDA, which is the financial metric used in the IM PSU awards for NEOs and represents the largest component of NEO compensation, designed to reward achievement of annual and long-term performance goals. Compensation Actually Paid and Adjusted EBITDA. The following graph shows the compensation actually paid to Mr. Pertz for fiscal 2021 and to Mr. Eubanks for applicable subsequent years, as well as the average compensation actually paid to the Company’s Non-PEO NEOs (excluding Messrs. Pertz and Eubanks, as applicable), together with the Company’s Adjusted EBITDA for the applicable years. As described above, Adjusted EBITDA is defined as non-GAAP income from continuing operations excluding 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 multiple financial and non-financial performance measures in its executive compensation program, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (other than those otherwise required to be disclosed in the table) used to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Adjusted EBITDA is the financial metric used in the IM PSU awards for NEOs, which represents the largest component of a NEO’s compensation, designed to reward achievement of annual and long-term performance goals.

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

    | 74 | 2026 Proxy Statement |

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

    Compensation Actually Paid and Cumulative TSR. The following graph shows the compensation actually paid to Mr. Pertz for fiscal year 2021 and to Mr. Eubanks for the applicable subsequent years, as well as the average compensation actually paid to the Company’s Non-PEO NEOs as a group (excluding Messrs. Pertz and Eubanks, as applicable), together with the Company’s cumulative TSR and the cumulative TSR of the Company’s peer group for the applicable years.

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

    | | 75 |

  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 qualified directors and align their interests with those of the Company and its shareholders through a mix of cash and equity compensation. Employee directors do not receive compensation under this program. The Corporate Governance Committee reviews the non-employee director compensation program to assess its effectiveness in supporting director recruitment and retention and, as appropriate, recommends changes to the Board regarding program design, pay levels and administration. In 2025, the Corporate Governance Committee retained F.W. Cook to conduct a competitive review of non-employee director compensation, using the same proxy peer group applied in evaluating executive compensation. Based on F.W. Cook’s analysis and the Corporate Governance Committee’s recommendation, the Board approved adjustments to non-employee director compensation effective May 2025. With the exception of non-chair committee retainers, all elements of non-employee director compensation were increased. The amounts shown in the table below reflect compensation paid for 2025, including proration to reflect the mid-year effective date of these changes. The following table summarizes the key components of the non-employee director compensation program as of December 31, 2025.

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

    | Compensation Element | 2025 Value ($) | Additional Information | | Annual Retainer | 90,000 | Paid in cash.* | | Deferred Stock Units (“DSUs”) | 170,000 | 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 | 130,000 | 50% paid in cash and 50% paid in Common Stock to the Company’s non-executive Chairman. | | Committee Chair Retainers | 30,000 | Paid in cash to the Chair of the Audit Committee. | | | 22,000 | Paid in cash to the Chair of the Compensation Committee. | | | 20,000 | 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

    | 76 | 2026 Proxy Statement |

  139. 2025 Director Compensation Table

    2025 Director Compensation Table The following table presents information relating to total compensation of the non-employee directors for the year ended December 31, 2025.

  140. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Kathie J. Andrade | 118,389 | 169,998 | — | 288,387 | | Paul G. Boynton | 115,125 | 169,998 | — | 285,123 | | Ian D. Clough | 123,333 | 169,998 | — | 293,331 | | Susan E. Docherty | 116,428 | 169,998 | 13,642 | 300,067 | | Michael J. Herling | 169,014 | 233,762 | 16,278 | 419,054 | | A. Louis Parker | 107,750 | 169,998 | 17,143 | 294,891 | | Timothy J. Tynan | 106,500 | 169,998 | — | 276,498 | | Keith R. Wyche | 107,750 | 169,998 | — | 277,748 |

  141. 2025 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 “2025 Summary Compensation Table,” beginning on page 53. (2) Represents the grant date fair value in 2025 of DSUs allocated to each non-employee director under the 2024 Equity Incentive Plan, as well as the grant date fair value of stock awards made to Mr. Herling as part of his compensation for service as Chairman of the Board from during 2025. The following table sets forth (a) the number of DSUs granted to each non-employee director during the year ended December 31, 2025, (b) the aggregate grant date fair value of the DSUs granted to each non-employee director during the year ended December 31, 2025 and (c) the aggregate number of DSUs credited to each non-employee director as of December 31, 2025.

  142. 2025 Director Compensation Table

    | Name | Deferred Stock Units Granted in 2025 | Grant Date Fair Value(a) $ | Total Deferred Stock Units Held | | Ms. Andrade | 1,844 | 169,998 | 1,844 | | Mr. Boynton | 1,844 | 169,998 | 41,320 | | Mr. Clough | 1,844 | 169,998 | 1,844 | | Ms. Docherty | 1,844 | 169,998 | 1,844 | | Mr. Herling | 1,844 | 169,998 | 23,383 | | Mr. Parker | 1,844 | 169,998 | 1,844 | | Mr. Tynan | 1,844 | 169,998 | 9,929 | | Mr. Wyche | 1,844 | 169,998 | 1,844 | | All Non-Employee Directors as a Group (8 persons) | 14,752 | 1,359,987 | 83,852 |

  143. 2025 Director Compensation Table

    (a) The grant date fair value was computed in accordance with FASB ASC Topic 718 based on the closing sale price of the Company’s Common Stock, as reported on the NYSE on May 8, 2025, the date of grant. Includes 2025 matching charitable awards made by Brink’s in 2025 as part of the Company’s matching gifts program, in the amounts of $10,000 for Mr. Herling and $8,610 for Mr. Parker. 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. Also reflects the value of the perquisites and other personal benefits provided in 2025 in connection with attendance at a meeting of the Board, in the amount of $13,642 for Ms. Docherty, $6,278 for Mr. Herling and $8,533 for Mr. Parker. For purposes of computing the dollar amounts of these items, the Company used the actual cost of providing the perquisite or other personal benefit to the non-employee director.

  144. 2025 Director Compensation Table

    | 78 | 2026 Proxy Statement |

  145. Directors and Officers

    Directors and Officers The following table shows the beneficial ownership of our common shares as of March 2, 2026 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 2, 2026. 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.

  146. 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 | 12,679 | * | 1,844 | | Mr. Antar | 1,217 | * | 4,548 | | Mr. Boynton | 38,778 | * | 17,814 | | Mr. Clough | 28,986 | * | 1,844 | | Ms. Docherty | 18,534 | * | 1,844 | | Mr. Eubanks | 145,281 | * | 80,707 | | Ms. Galloway | 21,893 | * | 14,984 | | Mr. Herling | 26,377 | * | 20,333 | | Mr. McMaken | 66,709 | * | 13,836 | | Mr. Parker | 6,603 | * | 1,844 | | Mr. Peschard | 1,008 | * | 4,644 | | Mr. Tynan | 11,674 | * | 1,844 | | Mr. Wyche | 3,682 | * | 1,844 | | All directors and current executive officers as a group(d) (15 persons) | 397,230 | * | 181,655 |

  147. Directors and Officers

    * Percentage is based on 41,136,229 shares of Common Stock outstanding as of March 2, 2026. 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 2, 2026: (1) for Messrs. Eubanks, Antar, McMaken and Peschard and Ms. Galloway, upon vesting of RSUs awarded under the Company’s the 2017 Equity Incentive Plan and 2024 Equity Incentive Plan; and (2) 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:

  148. Directors and Officers

    | 80 | 2026 Proxy Statement |

  149. Directors and Officers

    | Mr. Antar | 505 | | Mr. Boynton | 15,272 | | Mr. Eubanks | 10,301 | | Ms. Galloway | 866 | | Mr. Herling | 5,989 | | Mr. McMaken | 3,362 | | Mr. Tynan | 2,088 |

  150. Directors and Officers

    Each non-employee director also holds DSUs that have been credited to his or her account on or prior to March 2, 2026: (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 2024 Equity Incentive Plan, which were or 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 2, 2026, 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 2, 2026, which will be settled in Common Stock on a one-for-one basis after a vesting period, as follows:

  151. Directors and Officers

    | | Deferred Compensation Units | Restricted Stock Units | Total | | Mr. Eubanks | 44,683 | 36,024 | 80,707 | | Mr. McMaken | 4,535 | 9,301 | 13,836 | | Mr. Antar | — | 4,548 | 4,548 | | Ms. Galloway | 2,381 | 12,603 | 14,984 | | Mr. Peschard | 567 | 4,077 | 4,644 |

  152. Directors and Officers

    For additional information about the Deferred Compensation Units, see the “2025 Non-qualified Deferred Compensation Table” on page 58 and “2025 Grants of Plan-Based Awards Table” on page 55. (d) Includes ownership by Kristen Cook, the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary and Michael Gabay, the Company’s Executive Vice President and President, Europe.

  153. Directors and Officers

    | | 81 |