DEF 14A of Cushman & Wakefield Ltd., Apr 5, 2024

DEF 14A of Cushman & Wakefield Ltd.

Filed Apr 5, 2024 · FY20230001308179-24-000456

Open on EDGAR

  1. Summary of Director Nominees

    Summary of Director Nominees The following table provides summary information about each of the director nominees standing for election at the Annual Meeting.

  2. Summary of Director Nominees

    | Name | | Age | Director Since | Principal/Most Recent Occupation | Other U.S. Public Company Boards | | | MICHELLE MACKAY | 57 | 2023 | Chief Executive Officer of Cushman & Wakefield | None | | | ANGELA SUN(1) | 49 | 2021 | Partner at Hyland Ventures | One | | | RAJESH VENNAM(1) | 49 | 2024 | Chief Financial Officer of Darden Restaurants | None |

  3. Summary of Director Nominees

    | (1) Independent Director |

  4. Summary of Director Nominees

    As previously reported, Timothy Dattels, whose term as director expires at the Annual Meeting, is retiring from the Board and is not standing for re-election at the Annual Meeting.

  5. Summary of Director Nominees

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 4 |

  6. 2024 Director Nominees

    2024 Director Nominees

  7. 2024 Director Nominees

    | MICHELLE MACKAY | CHIEF EXECUTIVE OFFICER, CUSHMAN & WAKEFIELD PLC | | Age: 57 Director Since: 2023 (and from 2018 to 2020) | Professional Experience • Cushman & Wakefield plc Chief Executive Officer (2023 – present) President and Chief Operating Officer (2022 – 2023) Executive Vice President and Chief Operating Officer (2020 – 2022) • Safehold Inc. (formerly iStar Inc), a real estate finance and investment company Senior Advisor to the CEO (2017 – 2018) Executive Vice President of Investments and Head of Capital Markets (2003 – 2017) • UBS, a multinational investment bank and financial services company Executive Director of Commercial Real Estate and Senior Member of Commercial Real Estate Investment Committee (1998 – 2001) • J.P. Morgan, a multinational financial services firm Vice President of Fixed Income (1996 – 1998) • The Hartford Financial Services Group, Inc., an investment and insurance company Assistant Vice President of Real Estate and Fixed Income (1991 – 1996) Director Qualifications • With expertise in real estate investments, global capital markets, operations and finance, and a strong track record for driving profitable growth, including as an executive of the Company, Ms. MacKay brings a unique and deeply informed perspective to the Board and management on the Company’s strategic initiatives and portfolio management • Ms. MacKay plays a crucial role in cultivating strategic partnerships and collaborations to drive business growth, and her ability to foster relationships with key stakeholders serves the Company’s commitment to building strong industry connections • Ms. MacKay’s extensive engagement with the Company’s shareholders ensures that shareholder priorities are given due consideration in the boardroom • Widely recognized as global industry leader, Ms. MacKay ensures that the Company’s views and interests are well represented on critical issues faced by the industry Other Boards Past Boards • Americold Realty Trust (NYSE:COLD) • WCI Communities, Inc. |

  8. Skills & Experience

    Skills & Experience

  9. Skills & Experience

    | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Risk Management | Mergers & Acquisitions |

  10. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 11 |

  11. Skills & Experience

    | ANGELA SUN | PARTNER, HYLAND VENTURES | | Age: 49 Director Since: 2021 Board Committees: • NomGov | Professional Experience • Hyland Ventures, LLC (f/k/a Rise Health Group Inc.), an early-stage investment and advisory company Partner (2022 – present) • Alpha Edison, a venture capital firm Chief Operating Officer and Partner (2019 – 2021) • Bloomberg L.P., a privately held financial, software, data and media company Global Head of Strategy and Corporate Development (2015 – 2017) Chief of Staff to the CEO (2008 – 2014) • Office of Mayor Michael Bloomberg Senior Policy Advisor (2006 – 2008) • McKinsey & Company, a global management consulting firm Engagement Manager (2001 – 2005) • JPMorgan Chase & Co., an investment banking company Financial Analyst, Real Estate Investment Banking Division (1996 – 1998) Director Qualifications • Ms. Sun’s broad-based experience in strategic planning, operations and business development across the financial services, technology, government, healthcare and media sectors brings diverse and invaluable insights into the boardroom • Ms. Sun’s service in the Bloomberg Administration, including overseeing city-wide urban planning and real estate development projects in New York City, provides a unique government and regulatory perspective to the Company’s management and the Board • Ms. Sun’s prior investment banking experience, including in large-scale land use projects, real estate development and commercial real estate transactions, enhances her contributions regarding finance, mergers & acquisitions and other Company transactions • Ms. Sun’s recognized efforts to help establish the Bloomberg Gender Equality Index, an industry-wide standard for issuers and investors, brings an important DEI perspective to the boardroom • Ms. Sun’s public company board experience enhances the Board’s and NomGov Committee’s understanding of key ESG priorities Other Boards Current Boards • The Western Union Company (NYSE:WU) • Maxim Crane Works, L.P. • Kero Sports Past Boards • Apollo Strategic Growth Company (NYSE:APGB) |

  12. Skills & Experience

    | | | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Sustainability | Technology / Innovation | Cybersecurity | Mergers & Acquisitions |

  13. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 12 |

  14. Skills & Experience

    | RAJESH VENNAM | CHIEF FINANCIAL OFFICER, DARDEN RESTAURANTS, INC. | | Age: 49 Director Since: 2024 Board Committees: • Audit | Professional Experience • Darden Restaurants, Inc., a national multi-brand restaurant owner and operator Senior Vice President, Chief Financial Officer (2022 – present) Senior Vice President, Chief Financial Officer and Treasurer (2021 – 2022) Senior Vice President, Corporate Finance and Treasurer (2020 – 2021) Senior Vice President, Finance & Analytics (2016 – 2020) • The Fresh Market, Inc., a specialty grocery retailer Vice President, Financial Planning & Analysis and Investor Relations (2014 – 2016) • Red Lobster Hospitality, LLC, a restaurant chain operator Senior Vice President, Financial Planning & Analysis and Treasury (2014) Vice President, Finance (2013 – 2014) • Darden Restaurants, Inc., a national multi-brand restaurant owner and operator Director, Financial Planning & Market Analysis, Longhorn Steakhouse (2010 – 2013) Director Qualifications • Mr. Vennam brings to the Board and Audit Committee valuable insight into business operations, corporate finance and treasury cultivated over a career in finance spanning over two decades, including as chief financial officer of a publicly traded company • Mr. Vennam’s background in corporate acquisitions and divestitures, as well as his experience in financial and strategic planning, contributes to the Board’s investment and financial acumen • Mr. Vennam also brings to the Board cross-functional experience gained from his leadership of information technology, investor relations and business analytics functions of large organizations |

  15. Skills & Experience

    | | | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | Human Capital Management | Risk Management | Sustainability | Technology / Innovation | Cybersecurity | Mergers & Acquisitions |

  16. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 13 |

  17. Continuing Directors

    Continuing Directors Below are the biographies of our other current directors.

  18. Continuing Directors

    | BRETT WHITE | CHIEF EXECUTIVE OFFICER, DISCOVERY LAND COMPANY | | Age: 64 Director Since: 2015 Board Role: • Chair | Professional Experience • Discovery Land Company, LLC, a real estate development company Chief Executive Officer (2022 – present) • Cushman & Wakefield plc Executive Chairman (2015 – present) Chief Executive Officer (2015 – 2021) • CBRE Group Inc., a commercial real estate services and investment firm Chief Executive Officer (2005 – 2012) President (2001 – 2005) Director Qualifications • Due to his deep knowledge and historical understanding of the Company’s operations, strategy and industry dynamics derived from his service as CEO and at the helm of the Board, Mr. White is uniquely qualified to serve as a director of the Company and leader of our Board • Throughout his career, Mr. White has demonstrated a commitment to enhancing shareholder value through strategic decision-making and focus on long-term sustainability and strong financial performance • Mr. White has a proven track record of executive leadership and success throughout his nearly 40-year career in commercial real estate, having served as CEO of multiple large commercial real estate firms Other Boards Current Boards • Discovery Land Company, LLC Past Boards, among others • CBRE Group Inc. (NYSE:CBRE) • Ares Commercial Real Estate Corporation (NYSE:ACRE) • Edison International (NYSE:EIX) • Anywhere Real Estate Inc. (f/k/a Realogy Holdings Corporation) (NYSE:HOUS) • Allied Universal • Southern California Edison • Mossimo, Inc. |

  19. Skills & Experience

    Skills & Experience

  20. Skills & Experience

    | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Risk Management | Mergers & Acquisitions |

  21. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 14 |

  22. Skills & Experience

    | JONATHAN COSLET | VICE CHAIRMAN, TPG GLOBAL | | Age: 59 Director Since: 2018 | Professional Experience • TPG Global, a global alternative asset manager Vice Chairman (2020 – present) Chief Global Investment Officer (2008 – 2020) • Donaldson, Lufkin & Jenrette, a former US investment bank Associate (1991 – 1993) • Drexel Burnham Lambert, a former US investment bank Financial Analyst (1987 – 1989) Director Qualifications • Mr. Coslet’s management of complex investment portfolios at TPG requires a keen understanding of risk management, a crucial perspective in today’s dynamic commercial real estate environment, where effective risk mitigation and strategy is essential to sustained success • Mr. Coslet’s deep expertise in advising and growing companies and his robust investment background enhance the Board’s ability to oversee strategic initiatives aimed at growing the Company’s global presence • Mr. Coslet’s commitment to community engagement and social responsibility, including involvement on philanthropic boards, contributes to the Board a valuable perspective on ESG priorities Other Boards Current Boards • TPG, Inc. (NASDAQ:TPG) • Life Time Group Holdings, Inc. (NYSE:LTH) • Nextracker (NASDAQ:NXT) • Crunch Fitness Past Boards, among others • IQVIA Holdings (NYSE:IQV) • Quintiles • Biomet, Inc. • Endurance Specialty Holdings, Inc. • Iasis Healthcare |

  23. Skills & Experience

    | | | | | | | | | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Mergers & Acquisitions |

  24. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 15 |

  25. Skills & Experience

    | MICHELLE FELMAN | FORMER CO-HEAD OF ACQUISITIONS AND CAPITAL MARKETS, VORNADO REALTY TRUST | | Age: 61 Director Since: 2023 Board Committees: • NomGov (Chair) • Compensation | Professional Experience • Vornado Realty Trust, a publicly traded real estate investment trust Consultant (2011 – 2012) Executive Vice President, Co-Head of Acquisitions and Capital Markets (1997–2010) • GE Capital, the financial services division of General Electric Managing Director, Real Estate (1991 – 1997) • Morgan Stanley Associate (1988 – 1991) • Columbia Business School Adjunct Professor (2017 – Present) Director Qualifications • Ms. Felman’s experience finding and valuing investment properties, and overseeing the complex process of underwriting, negotiating and structuring their acquisition, contributes a valuable M&A perspective to the Board • Ms. Felman’s business acumen, strong financial perspective and deep experience in global real estate help drive the Company toward its strategic goals • Ms. Felman has extensive international experience and a strong track record working with developers and investors Other Boards Current Advisory Appointments • Osso Capital LLC (Advisory Board) • Turner Impact Capital L.P. (Senior Advisor) Past Boards, among others • Cyxtera Technologies, Inc. (OTC:CYXTQ) • Investcorp Holdings B.S.C. (Advisory Director to the real estate group) • Cumming Corporation • Scryer, Inc. (d/b/a Reonomy) • Partners Group Holding AG • Forest City Realty Trust, Inc. (NYSE:FCEA) • Choice Properties Real Estate Investment Trust |

  26. Skills & Experience

    | | | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Risk Management | Technology / Innovation | Cybersecurity | Mergers & Acquisitions |

  27. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 16 |

  28. Skills & Experience

    | JODIE W. MCLEAN | CHIEF EXECUTIVE OFFICER, EDENS | | Age: 55 Director Since: 2018 Board Committees: • Compensation | Professional Experience • EDENS, a national retail and mixed-use real estate owner, operator and developer Chief Executive Officer (2015 – present) President and Chief Investment Officer (2002 – 2015) Chief Investment Officer (1997 – 2002) Director Qualifications • Ms. McLean’s extensive executive, strategic and investment experience over 27 years at EDENS, including overall leadership and accountability as Chief Executive Officer for nine years, enables her to provide valuable strategic insights related to investments, business development and the real estate industry at large to the Company’s management and the Board • Ms. McLean’s deep experience in the retail real estate investment industry, together with strong corporate financial acumen, brings an investor’s perspective to the boardroom and ensures that management remains focused on the priorities of the Company’s shareholders • Ms. McLean’s leadership at a national retail company known for its focus on enriching community and creating meaningful experiences through built space contributes an important perspective to the Board’s discussions regarding enhancing the Company’s impact in the built environment • Ms. McLean’s service on the board of directors of the Federal Reserve Bank of Richmond, including as Chairman, brings to the Board insight regarding monetary and economic policy, a particularly valuable contribution in light of the current macroeconomic environment and its impact on the Company Other Boards Current Boards • Sid Mashburn • Milhaus • The Federal Reserve Bank of Richmond • International Council of Shopping Centers (Trustee) Past Boards, among others • Extended Stay America, Inc. (NASDAQ:STAY) |

  29. Skills & Experience

    | | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | Human Capital Management | Risk Management | Technology / Innovation | Cybersecurity | Mergers & Acquisitions |

  30. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 17 |

  31. Skills & Experience

    | JENNIFER J. MCPEEK | FORMER CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER | | Age: 54 Director Since: 2024 Board Committees: • Audit | Professional Experience • Russell Investments, an investment firm Chief Financial Officer (2018 – 2019) • Janus Henderson Investors plc (and predecessor firm Janus Capital Group), a global asset manager Chief Operating & Strategy Officer (2016 – 2017) Executive Vice President & Chief Financial Officer (2013 – 2016) Senior Vice President of Corporate Finance & Treasurer (2011 – 2013) Senior Vice President, Corporate Finance (2009 – 2011) • ING Investment Management, Americas, an investment management company Senior Vice President, Head of Strategic Planning (2005 – 2009) • McKinsey & Company, a global consulting firm Associate Principal, Corporate Finance & Strategy Practice (1995 – 2001) Director Qualifications • As a former chief financial officer of a publicly traded company, and as a director on other boards in the financial services industry, Ms. McPeek’s Board and Audit Committee service is informed by her extensive experience with finance, public company responsibilities and strategic transactions • In line with her experience as a consultant to companies on value-based management and incentive design, Ms. McPeek’s contributions to Board discussions emphasize the importance of enhancing shareholder value • As a result of her investments expertise gained from leadership roles at privately held and publicly traded asset management companies, and as a CFA Charterholder, Ms. McPeek offers an insightful perspective on the Company’s investment strategy Other Boards Current Boards • Cboe Global Markets, Inc. • First American Funds Trust |

  32. Skills & Experience

    | | | | | | | | | | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Risk Management | Mergers & Acquisitions |

  33. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 18 |

  34. Skills & Experience

    | BILLIE IDA WILLIAMSON | FORMER PARTNER, ERNST & YOUNG LLP | | Age: 71 Director Since: 2018 Board Committees: • Audit (Chair) | Professional Experience • Ernst & Young LLP, a global accounting firm Senior Assurance Partner (1998 – 2011, 1974 – 1993) • Marriott International, Inc., a multinational lodging company Senior Vice President, Finance and Corporate Controller (1996 – 1998) • AMX Corporation, a manufacturer of video switching and control devices Chief Financial Officer (1993 – 1996) Director Qualifications • Ms. Williamson brings to the Board and Audit Committee a wealth of experience in global business operations, finance, risk management, financial reporting and internal controls and audit functions cultivated over a 40-year career as a Big Four partner, public company controller and chief financial officer • As a certified public accountant, Ms. Williamson’s disciplined leadership of the Audit Committee is informed by her deep and nuanced understanding of accounting principles and financial reporting rules and regulations • Ms. Williamson’s significant public company board experience contributes to the Board’s understanding of governance trends and issues faced by public companies Other Boards Current Boards • Pentair plc (NYSE:PNR) • Cricut, Inc. (NASDAQ:CRCT) Past Boards, among others • Kraton Corporation • XL Group Ltd. • CSRA Inc. • Janus Capital Group • Annie’s Inc. • Exelis, Inc. |

  35. Skills & Experience

    | | | | | | | | | | | | | Real Estate Industry | Professional Services / Consulting | Corporate Governance | CEO Leadership / Executive Management | Accounting / Finance / Capital Markets | International Operations | Human Capital Management | Risk Management | Sustainability | Technology / Innovation | Mergers & Acquisitions |

  36. Skills & Experience

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 19 |

  37. Director Compensation Program

    Director Compensation Program Directors who are employees or a substantial equivalent thereof of the Company or any Principal Shareholder do not receive any compensation for their services as directors. In 2023, each director who was neither an employee of the Company nor an employee of or advisor to any Principal Shareholder (each, a “Non-Employee Director”) was entitled to receive annual cash retainers for Board and committee service as set forth in the table below.

  38. Director Compensation Program

    | Type of Compensation | Base Retainer | Additional Retainer For Committee Chair | | Annual Board member retainer | $100,000 | N/A | | Audit Committee member | $10,000 | $30,000 | | Compensation Committee member | $10,000 | $15,000 | | Nominating and Corporate Governance Committee member | $5,000 | $10,000 |

  39. Director Compensation Program

    Directors do not earn fees for each meeting attended; however, they are reimbursed for out-of-pocket expenses relating to their service on the Board. In addition, in 2023 each Non-Employee Director was eligible to receive an annual RSU award with a grant date value of $180,000, which will vest in full on the earlier of the first anniversary of the date of grant or the next annual shareholder meeting. All awards granted in 2023 were granted under our Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan. New directors are eligible to receive pro-rated annual cash retainers for Board and committee service as well as a pro-rated annual RSU award based on when they joined the Board.

  40. Director Compensation Program

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 22 |

  41. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the compensation of each director in 2023 (other than Ms. MacKay, our current CEO; Mr. Forrester, our former CEO; and Mr. White, our current Executive Chairman, each of whose compensation is discussed in the Summary Compensation Table).

  42. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Jonathan Coslet | — | — | — | | Timothy Dattels | — | — | — | | Anthony Miller | — | — | — | | Lincoln Pan | — | — | — | | Angelique Brunner(3) | $57,500 | $180,001 | $237,501 | | Michelle Felman(4) | $17,120 | $94,683 | $111,803 | | Jodie McLean(5) | $120,000 | $180,001 | $300,001 | | Angela Sun(6) | $112,500 | $180,001 | $292,501 | | Billie Williamson | $140,000 | $180,001 | $320,001 |

  43. 2023 Director Compensation Table

    | (1) Mr. Vennam and Ms. McPeek each joined the Board effective March 18, 2024 and therefore are not included in this table. | | (2) This column represents the grant date fair value of the RSU awards to the Non-Employee Directors, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, which is based on the closing price of our ordinary shares on the grant date ($7.64 on November 2, 2023 for Ms. Felman and $7.76 on May 11, 2023 for all others). The aggregate number of outstanding stock awards held by our independent directors as of December 31, 2023 consisted of the following RSUs: Mr. Coslet – 0, Mr. Dattels – 0, Mr. Miller – 0, Mr. Pan – 0, Ms. Felman – 12,393, Ms. McLean – 23,196, Ms. Sun – 23,196, and Ms. Williamson – 23,196. | | (3) Ms. Brunner served on the Board (and the Audit Committee and the NomGov Committee) during 2023 through her resignation effective June 30, 2023. Ms. Brunner received an RSU grant on May 11, 2023 but, pursuant to its terms, the award was subsequently forfeited in connection with Ms. Brunner’s resignation from the Board. | | (4) Ms. Felman joined the Board on November 2, 2023 and was appointed to the NomGov Committee effective that same date. Ms. Felman’s compensation in 2023 reflects her partial year of service. | | (5) Ms. McLean was appointed to the Audit Committee effective July 1, 2023. Ms. McLean’s compensation in 2023 reflects her partial year of Audit Committee service. | | (6) Ms. Sun was appointed to the NomGov Committee effective July 1, 2023. Ms. Sun’s compensation in 2023 reflects her partial year of NomGov Committee service. |

  44. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers on an as-needed basis. In 2023, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to assist it with compensation matters. Pay Governance regularly attends meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee and provides analysis with respect to these inquiries. At the direction of the Compensation Committee, Pay Governance works collaboratively with our management to gain an understanding of our business and compensation programs to help them advise the Compensation Committee. In addition, Pay Governance confers with our management to collect, analyze and present data requested by the Compensation Committee.

  45. Role of Independent Compensation Consultant

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 39 |

  46. Role of Independent Compensation Consultant

    The Compensation Committee has asked Pay Governance to regularly provide independent advice on the following matters (among others):

  47. Role of Independent Compensation Consultant

    | • | the composition of our compensation peer group (including analyzing executive compensation levels and practices of the companies in our compensation peer group); | | • | our compensation plan risk; | | • | current market trends and best practices in executive and director compensation design; and | | • | the overall levels of compensation and types and blend of various compensation elements. |

  48. Role of Independent Compensation Consultant

    Pay Governance does not provide any services to us other than the services provided to the Compensation Committee.

  49. Peer Group

    Peer Group Our Compensation Committee, with the assistance of Pay Governance, reviews and establishes our peer group annually and uses such peer group as a reference source in its executive compensation deliberations. The peer group is established by evaluating companies that the Compensation Committee, with the assistance of Pay Governance, believes are comparable to us with respect to industry segment, business profile and various financial criteria. Our 2023 peer group, which was approved by our Compensation Committee in May 2023, is set forth below. The only change from our 2022 peer group was to replace Duke Realty with DXC, as Duke Realty was acquired in 2022 and no longer meets the criteria as a peer, and DXC, a provider of information technology services and solutions, more closely aligns with Cushman & Wakefield’s business.

  50. Peer Group

    | Direct Peers | Other Peers | | CBRE | AECOM | | Colliers International | Anywhere Real Estate, Inc. | | Jones Lang LaSalle | Boston Properties | | | CGI Group | | | DXC | | | EMCOR | | | Fluor Corporation | | | Jacobs Engineering | | | KBR | | | ManpowerGroup Inc. | | | Newmark Group | | | Unisys | | | Vornado Realty Trust |

  51. Peer Group

    We believe our peer group provides our Compensation Committee with a sound basis for comparing our compensation to market competitors. This peer group data is not used by the Compensation Committee in isolation but rather serves as one point of reference for making decisions about compensation. The Compensation Committee also takes into consideration other factors it considers relevant, such as the financial and operational performance of our businesses, individual performance, experience and skill set, specific retention concerns and internal equity.

  52. Compensation Elements

    | Pay Component | Purpose & Key Features | Primary Metrics | | Base Salary | • Compensates for expected day-to-day responsibilities • Provides competitive pay to attract and retain executives • Delivered in cash | • Individual and Company performance • Market pay rates and desired compensation position with respect to our peer group • Qualifications, experience and tenure • Scope of responsibilities • Future potential • Criticality of role • Internal equity | | Annual Incentive Plan Compensation | • Short-term, at-risk compensation • Focus on the achievement of annual operating plan financial objectives • Capped at 200% of target award • Delivered in cash | • Compensation EBITDA • Compensation Fee Revenue • Individual performance criteria | | Long Term Equity Awards | • Long-term, at-risk compensation • Aligns executives with the long-term interests of shareholders and creates an ‘ownership culture’ • Serves as a retention incentive • Provides a total compensation opportunity with payouts varying based on Company performance • Delivered in a mix of time-based and performance-based RSUs | • Three-year average Adjusted Free Cash Flow performance • Three-year average Strategic Cost Efficiency performance • Relative TSR payout modifier | | Health, welfare and other customary benefits | • Employee benefits provided to our Named Executive Officers on the same basis as our other full-time employees | • Market considerations |

  53. Annual Incentive Compensation

    Annual Incentive Compensation Each year, our executive officers are eligible to receive annual cash incentive awards under our Annual Incentive Plan (“AIP”).

  54. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities Similar to base salaries, in evaluating the target cash bonus opportunity of our Named Executive Officers, the Compensation Committee considers several factors, including individual and company performance, qualifications, experience, tenure and scope of responsibilities, future potential, competitive market practices, criticality of role, our desired compensation position with respect to the competitive market and internal equity. The following table shows the 2023 and 2022 bonus targets for each Named Executive Officer.

  55. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | 2023 Target Cash Bonus | | Ms. MacKay(1) | $1,750,000 | | Mr. Forrester(2) | $1,861,348 | | Mr. Johnston | $600,000 | | Mr. White(3) | N/A | | Mr. McDonald(4) | $1,350,000 | | Ms. Perkins(5) | $522,000 |

  56. Target Annual Cash Bonus Opportunities

    | (1) Ms. MacKay’s 2023 target AIP payment reflects the average of a target award of $1,000,000 before her promotion to CEO as of July 1, 2023 and a target award of $2,500,000 on/after July 1, 2023. | | (2) Pursuant to the terms of the Forrester Side Letter (as defined below), Mr. Forrester was eligible for his full bonus for service in 2023. The amount listed above for Mr. Forrester has been converted from GBP at a rate of $1.2071/GBP. | | (3) Mr. White was not eligible for a bonus for his service in 2023. See “—Employment Arrangements” below. | | (4) Mr. McDonald’s 2023 target AIP payment reflects the average of a target award of $1,000,000 before his promotion to Global President & COO as of July 1, 2023 and a target award of $1,700,000 on/after July 1, 2023. | | (5) The amount listed above reflects the annual target amount. Ms. Perkins’ actual bonus for 2023 will be pro-rated based on her start date of July 1, 2023. |

  57. Target Annual Cash Bonus Opportunities

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 42 |

  58. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan At the beginning of each year, the Compensation Committee (and the Board for the CEO) approves the terms and conditions of the AIP for such year, including the selection of one or more performance measures as the basis for determining the funding of annual cash bonuses, the performance range relative to our annual operating plan (“AOP”) and the weighting of such performance measures. For the 2023 AIP for Named Executive Officers, the following performance measures were used:

  59. 2023 Annual Incentive Plan

    | Metric | Description | Weight | Performance Range as measured against AOP Target(2) | Link | | Compensation EBITDA | “Compensation EBITDA” means Adjusted EBITDA further adjusted for (a) currency rate fluctuations, (b) certain government subsidies and (c) certain other one-time items outside of our control.(1) | 75% | Threshold of 70% to a maximum of 130% (with straight line interpolation between performance levels) | Focuses executives on achieving responsible, profitable growth | | Compensation Fee Revenue | “Compensation Fee Revenue” means Fee Revenue adjusted for (x) currency rate fluctuations, (y) certain government subsidies and (z) certain other one-time items outside of our control.(1) “Fee Revenue” means service line fee revenue, which is revenue excluding certain costs reimbursable by clients that have substantially no margin. | 25% | Threshold of 80% to a maximum of 120% (with straight line interpolation between performance levels) | Encourages the pursuit of appropriate market share growth or other organic growth |

  60. 2023 Annual Incentive Plan

    | (1) These adjustments may be made to each performance measure at the discretion of the Compensation Committee (and the Board for the CEO) to ensure that the achievement reflects underlying performance of the Company. | | (2) Measured against the 2023 annual operating plan target for this metric. |

  61. 2023 Annual Incentive Plan

    The Compensation Committee and the Board believe that Compensation EBITDA and Compensation Fee Revenue are good measures of financial performance. The amount paid to each Named Executive Officer under the 2023 AIP was based on a funded range of 0% to 200% of the Named Executive Officer’s respective applicable target. For 2023, the Compensation Committee elected to widen the achievement curves for each performance measure to require that the Company achieve higher results against target for the Named Executive Officers to receive a maximum payout. The 2023 AIP design also included a +/- 20% modifier for executive officers based on individual performance of goals and values/behaviors, provided that the 2023 AIP could not exceed the maximum funding cap of 200%. Further, the Compensation Committee (and the Board for the CEO) has the discretion to adjust the amount of the actual cash bonus payments to be received as it deems to be appropriate, upwards to the applicable cap or downwards to zero. The following formula provides an overview of the structure of the AIP awards for 2023: For the 2023 AIP, the target for the Compensation EBITDA performance measure was $700 million and the target for the Compensation Fee Revenue performance measure was $6.9 billion. The actual achieved Compensation EBITDA in 2023 for purposes of the 2023 AIP was $581.3 million, or 83.0% of target, resulting in a funding level of 43.5%. The actual achieved Compensation Fee Revenue in 2023 was $6.529 billion, or 94.6% of target, resulting in a funding level of 73.1%. This resulted in a funded amount of 50.9% for the 2023 AIP to the Named Executive Officers.

  62. 2023 Annual Incentive Plan

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 43 |

  63. 2023 Annual Incentive Plan

    As for the individual modifier, criteria and goals to evaluate the individual performance for each of our Named Executive Officers were set at the beginning of the year. Generally speaking the goals for each person aligned with the Company’s overall strategy and priorities but were customized for the individual based on his or her responsibility. Following the close of 2023, the performance of our executive team was evaluated along three broad areas: (1) the degree to which the goals were achieved; (2) the manner in which the goals were achieved including the extent to which the individual modeled the Company’s values and exemplified our culture through leadership; and (3) other factors relating to the individual’s performance that are not fully captured by either the goal achievement or the cultural values. Based on the evaluation of the performance of each individual, the Compensation Committee (and the Board for Ms. MacKay) determined that each Named Executive Officer achieved their individual performance goals at target level in 2023. Accordingly, no modifier was applied to the 2023 AIP payout for any Named Executive officer, resulting in an aggregate payout of 50.9% for the 2023 AIP to each Named Executive Officer. The following table summarizes the payouts to the Named Executive Officers under the 2023 AIP, which payments were made in March 2024.

  64. 2023 Annual Incentive Plan

    | Named Executive Officer | 2023 Actual Cash Bonus Payment | Actual Cash Bonus Payment as Percentage of Target Cash Bonus Award | | Ms. MacKay | $890,750 | 50.9% | | Mr. Forrester(1) | $947,426 | 50.9% | | Mr. Johnston | $305,400 | 50.9% | | Mr. White | $0 | N/A | | Mr. McDonald | $687,150 | 50.9% | | Ms. Perkins(2) | $133,941 | 50.9% |

  65. 2023 Annual Incentive Plan

    | (1) The amount listed above for Mr. Forrester has been converted from GBP at a rate of $1.2071/GBP. | | (2) Ms. Perkins joined the Company on July 1, 2023 and her 2023 AIP payment was pro-rated accordingly. |

  66. Long-Term Incentive Compensation

    Long-Term Incentive Compensation At the beginning of each year, the Compensation Committee (and the Board for the CEO and the Executive Chairman) determines the target value and types of equity award to be granted to each executive officer.

  67. 2023 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms

    2023 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms In 2023, our long-term incentive program consisted of a combination of time-vesting RSUs and performance-vesting RSUs (“PRSUs”). All 2023 awards were granted under our Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

  68. 2023 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 44 |

  69. 2023 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms

    The mix of RSUs granted to each Named Executive Officer in 2023 was 50% time-vesting RSUs and 50% PRSUs. This mix did not change from 2022. The terms of the 2023 awards are summarized as follows:

  70. 2023 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms

    | LTIP Component | Weighting of Grant Value | Vesting Conditions | Performance Linkage | | Performance-Vesting Restricted Stock Units (PRSUs) | 50% | 3-year performance period Vesting tied 50% to achievement of an Adjusted Free Cash Flow metric and 50% to achievement of a Strategic Cost Efficiency metric, each with a relative TSR modifier, subject to continued employment through the performance period | • Incentivizes achievement of long-term growth goals • Incorporates both absolute and relative performance metrics • Tied to share price performance and long-term shareholder value • Supports retention | | Time-Vesting Restricted Stock Units | 50% | 3-year ratable vesting, subject to continued employment through applicable vesting dates | • Tied to share price performance and long-term shareholder value • Supports retention |

  71. 2023 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms

    Adjusted Free Cash Flow is a measure of achievement equal to the Company’s operating cash flow less CapEx spent on payments for property and equipment, with such adjustments as are approved by the Compensation Committee for infrequent or unusual items. Strategic Cost Efficiency is a measure of achievement of the Company’s progress on strategic cost efficiency goals as compared to the relevant annual operating plan approved by the Board annually, with such adjustments as approved by the Compensation Committee for (a) currency rate fluctuations and (b) infrequent or unusual items. Each performance metric will be measured each year and averaged over the three-year performance period (2023, 2024 and 2025). For each performance metric, payout ranges from 50% to 200% of target. Each metric also includes a minimum threshold. If actual performance for that metric is less than the minimum threshold level, the payout will be 0% for that metric. The payout for each metric is linearly interpolated for performance between the minimum threshold and target and also for performance between the target and maximum. Further, a +/- 20% relative total shareholder return (“TSR”) modifier shall be applied to each performance metric, with the relative TSR multiplier to be measured on a cumulative basis over the three-year performance period. Relative TSR is the Company’s total shareholder return relative to the companies in the Russell 2000. No positive modifier may be applied if the Company’s TSR over the performance period is negative and maximum payouts will be capped at 200% of target. For the 2023 PRSUs, given the changes that were happening in the macroeconomic environment, especially in relation to the U.S. Federal Reserve’s management of monetary policy and interest rates, and the resulting, acute impacts on the commercial real estate market, at the time the 2023 PRSUs were granted it was unusually difficult to forecast the Company’s performance against quantitative financial metrics. Against that uncertainty, rather than attempt to craft targets for a three-year period, the Compensation Committee decided to utilize three one-year performance periods for Adjusted Free Cash Flow and Strategic Cost Efficiency. The targets for the 2023 performance year were set in February 2023 and subsequently the financial targets for 2024 were set in February 2024. We expect to set the financial targets for 2025 in early 2025. Specific details related to the financial targets will not be released due to their commercial sensitivity. Results of financial data will be released as they become publicly available.

  72. 2023 Target Award Values

    2023 Target Award Values In February 2023, Ms. MacKay, Mr. Forrester, Mr. Johnston, Mr. White and Mr. McDonald each received an annual long-term incentive equity grant. On July 1, 2023, Ms. MacKay and Mr. McDonald each received an additional long-term incentive equity grant as a means of increasing their total compensation to be commensurate with market rates and the impact of their new roles. Also on July 1, 2023, Ms. Perkins received a long-term incentive equity grant as a signing bonus when she joined the Company. This grant was designed to replace foregone value at her previous employer and was necessary to attract her to the role. For the PRSUs granted in July 2023, to be eligible to receive the shares in settlement of the vested PRSUs, the executive must remain employed through the third anniversary of the grant date.

  73. 2023 Target Award Values

    | (1) Represents an annual award with a target value of $3,050,000 plus an additional equity award upon her promotion with a target value of $1,225,000. | | (2) Represents an annual award with a target value of $2,800,000 plus an additional equity award upon his promotion with a target value of $525,000. | | (3) Represents an equity signing bonus. |

  74. Payouts under 2021 PRSUs

    Payouts under 2021 PRSUs On February 21, 2024, the Compensation Committee determined the payout for the PRSU grants issued to the Named Executive Officers in 2021. Based on the Company’s performance over the applicable three-year performance periods, the calculation resulted in a payout level of 130.1% of the target for the 2021 PRSUs. The 2021 PRSUs were granted during the height of the COVID-19 pandemic when it was particularly difficult to project and plan for future performance. This was especially true for companies operating in the commercial real estate sector because, at the time, there was a high degree of uncertainty about when and to what extent there would be a return to in-office working (office leasing is an important component of the commercial real estate market), the future of interest rates and inflation. Accordingly, at the time of grant, the Compensation Committee considered metrics that were aligned with shareholder interests, but less dependent on macro conditions that would be difficult for management to control. It should be noted that in 2021 when the Compensation Committee selected the long-term incentive goals, it did not use its discretion to alter the requirements of any long-term incentive grants that were ‘in flight’ at the time, regardless of the extent to which those in-flight grants were negatively impacted by the economic consequences of the COVID-19 pandemic. Accordingly, the 2021 PRSUs were tied to two quantitative financial performance metrics, as follows: (a) 75% on a target Strategic Cost Efficiency performance metric and (b) 25% on a target Adjusted EBITDA Margin Accretion performance metric. Each performance metric was measured each year and averaged over the three-year performance period (2021, 2022 and 2023). Strategic Cost Efficiency is a measure of achievement of the Company’s progress on strategic cost efficiency goals as compared to the relevant annual operating plan approved by the Board annually. Adjusted EBITDA Margin Accretion is a measure of profitability obtained by dividing Compensation EBITDA by Compensation Fee Revenue. For each performance metric, payout ranged from 0% to 150% of target. Generally, each metric also included a minimum threshold. If actual performance for a metric was less than the minimum threshold level, the payout would be 0% for that metric. The payout for each metric was linearly interpolated for performance between the minimum threshold and target and also for performance between the target and maximum (or for years with no minimum threshold, 0% for all performance below target and linearly interpolated for performance between target and maximum).

  75. Payouts under 2021 PRSUs

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 46 |

  76. Payouts under 2021 PRSUs

    The calculation of the payout percentage is based on the following: Strategic Cost Efficiency (75% weighting):

  77. Payouts under 2021 PRSUs

    | Performance Year | Threshold | Target | Max | Results | Actual Achievement | | | 2021 (yr 1) | — | $101m | $135m | $154m | 150 | % (max) | | 2022 (yr 2) | — | $20m | $35m | $36m | 150 | % (max) | | 2023 (yr 3) | $35m | $50m | $75m | $118m | 150 | % (max) | | THREE YEAR AVERAGE: | | | | | 150 | | | Adjusted EBITDA Margin Accretion (25% weighting): | | | | | | | | Performance Year | Threshold | Target | Max | Adjusted EBITDA Margin | Actual Achievement | | | 2021 (yr 1) | 8.2% | 8.7% | 9.2% | 12.7% | 150 | % (max) | | 2022 (yr 2) | 11.7% | 12.7% | 13.7% | 11.9% | 61 | | | 2023 (yr 3) | 10.9% | 11.9% | 12.9% | 8.2% | 0 | | | THREE YEAR AVERAGE: | | | | | 70.5 | |

  78. Payouts under 2021 PRSUs

    | Aggregate Weighted Payout: | Weight | Metric Payout of Target | Weighted Payout | | Strategic Cost Efficiency | 75% | 150% | 112.5% | | Adjusted EBITDA Margin Accretion | 25% | 70.5% | 17.6% | | AGGREGATE WEIGHTED VESTING PERCENTAGE | | | 130.1% |

  79. Payouts under 2021 PRSUs

    The number of shares delivered to Ms. MacKay, Mr. Forrester, Mr. Johnston and Mr. McDonald following the vesting of the 2021 PRSUs are reflected in the table below. Such 2021 PRSUs vested on February 25, 2024 for Ms. MacKay, Mr. Forrester and Mr. McDonald and on February 28, 2024 for Mr. Johnston. Mr. White’s 2021 PRSUs vested on January 1, 2022 as a result of his Qualifying Resignation (as discussed below). Ms. Perkins did not receive a grant of PRSUs in 2021 as she joined the Company in 2023.

  80. Payouts under 2021 PRSUs

    | | 2021 PRSUs at Target | Aggregate Weighted Payout | Shares Vested | | Ms. MacKay | 67,360 | 130.1% | 87,635 | | Mr. Forrester | 122,474 | 130.1% | 159,339 | | Mr. Johnston | 56,847 | 130.1% | 73,958 | | Mr. McDonald | 35,517 | 130.1% | 46,208 |

  81. Payouts under 2021 PRSUs

    Although the aggregated weighted payout was higher than 100%, given the change in share price, the total value of each grant as of the vesting date was approximately 78.2% of the initial target value for Ms. MacKay, Mr. Forrester and Mr. McDonald and 82.5% of the initial target value for Mr. Johnston.

  82. 2024 Long Term Incentive Award Design

    2024 Long Term Incentive Award Design In 2023, with the appointment of Ms. MacKay as CEO, the Company embarked upon developing and executing against a new strategic plan. Included within the plan are a number of objective metrics that we believe are tied to our longer-term growth and shareholder return. Consistent with our compensation philosophy, it is important to us to tie our long-term incentive program to the Company’s performance over the longer-term time horizon, and to do so in a way that aligns with shareholder interests. Accordingly, the long-term incentive awards that were granted to

  83. 2024 Long Term Incentive Award Design

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 47 |

  84. 2024 Long Term Incentive Award Design

    each of Ms. MacKay, Mr. Johnston, Mr. McDonald and Mr. Robinson (our Executive Vice President, Chief Investment & Strategy Officer) in early 2024 are entirely comprised of PRSUs. These awards are tied to two quantitative financial performance metrics. The performance period for each metric is three years, and the Compensation Committee has set the goal for each metric over the three-year period. Due to competitive sensitivities, we are not disclosing the performance metrics and targets at this time. Because of the higher degree of compensation risk inherent in a grant that is 100% dependent upon Company performance, the Compensation Committee felt it appropriate to provide a greater incentive for reaching the maximum performance target. As such, the metrics provide for a maximum payout of 250% to 300% of target. There is no payout modifier included in the award design. The long-term incentive awards that were granted to other executive officers in early 2024 have a mix of 50% time-vesting RSUs and 50% PRSUs. These PRSUs are tied to the same quantitative financial performance metrics but provide for a maximum payout of 200% of target. These awards will be thoroughly described in future proxy statements.

  85. Employment Agreements and Severance Arrangements

    Employment Agreements and Severance Arrangements Each of Ms. MacKay, Mr. White, Mr. Johnston, Mr. McDonald and Ms. Perkins is party to an offer letter with the Company. For Mr. Forrester, we had entered into a written employment agreement, dated January 1, 2022 (the “Forrester Employment Agreement”), which agreement was modified by a side letter agreement dated May 4, 2023 (the “Forrester Side Letter”), in connection with his retirement. These offer letters and agreements establish the terms and conditions governing each Named Executive Officer’s employment or service, including any termination thereof, and also include restrictive covenants. These arrangements are more fully described below under “—Employment Arrangements.” Ms. MacKay’s and Mr. McDonald’s rights to receive severance are set forth in their respective offer letters and in our Amended & Restated Executive Employee Severance Pay Plan (the “A&R Severance Plan”). Mr. Forrester’s rights to receive severance were set forth in the Forrester Employment Agreement, the Forrester Side Letter and our A&R Severance Plan. The severance benefits for Ms. MacKay, Mr. McDonald and Mr. Forrester are more fully described below under “—Employment Arrangements.” Pursuant to the terms of the White Offer Letter (as defined below), Mr. White is not eligible to receive any severance benefits upon a termination of his service with the Company beyond what is set forth in his RSU agreements with respect to the treatment of such equity awards. Mr. Johnston and Ms. Perkins are eligible to receive severance benefits upon certain terminations of employment under the A&R Severance Plan, as described in more detail under “—Potential Payments Upon Termination or Change in Control—A&R Severance Plan” below.

  86. Employment Agreements and Severance Arrangements

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 48 |

  87. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding the compensation to our Named Executive Officers for the years presented:

  88. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | MICHELLE MACKAY, CEO | 2023 | 870,192 | — | 2,899,618 | 890,750 | 8,250 | 4,668,810 | | | 2022 | 750,000 | — | 3,224,565 | 942,000 | 7,625 | 4,924,190 | | | 2021 | 600,000 | — | 2,750,005 | 1,800,000 | 7,250 | 5,157,255 | | JOHN FORRESTER,(4) Former CEO | 2023 | 837,606 | — | 3,480,046 | 947,426 | 61,145 | 5,326,223 | | | 2022 | 938,986 | — | 5,603,359 | 1,965,610 | 79,672 | 8,587,627 | | | 2021 | 635,541 | — | 5,000,001 | 2,460,159 | 110,832 | 8,206,533 | | NEIL JOHNSTON, EVP & CFO | 2023 | 600,000 | — | 1,501,205 | 305,400 | 8,250 | 2,414,855 | | | 2022 | 600,000 | — | 2,325,935 | 565,200 | 7,625 | 3,498,760 | | | 2021 | 496,154 | 250,000 | 2,200,002 | 1,200,000 | 76,481 | 4,222,637 | | BRETT WHITE,(5) Executive Chairman | 2023 | — | — | 6,823,616 | — | 33,350 | 6,856,966 | | | 2022 | — | — | 10,572,376 | — | 32,918 | 10,605,294 | | | 2021 | 950,000 | — | 15,000,003 | 4,000,000 | 40,489 | 19,990,492 | | ANDREW MCDONALD, Global President & COO | 2023 | 796,154 | — | 2,261,369 | 687,150 | 8,250 | 3,752,923 | | | 2022 | 700,000 | — | 2,960,277 | 942,000 | 7,625 | 4,609,902 | | NOELLE PERKINS,(6) EVP, General Counsel & Corporate Secretary | 2023 | 278,846 | 300,000 | 1,002,139 | 133,941 | 4,462 | 1,719,388 |

  89. 2023 Summary Compensation Table

    | (1) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of the stock-based awards granted to the Named Executive Officers during the years presented, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The “Stock Awards” column includes the value of time-vesting awards and performance-vesting awards and, for 2023, includes grants made in both February 2023 and July 2023. With respect to the PRSUs granted in 2023, the amounts represent the fair value of the PRSUs at the grant date assuming the target level of performance conditions are achieved. Assuming the maximum level of performance conditions are achieved, the amounts for this column would be $3,661,736, $4,410,091, $1,902,399, $8,647,233, $2,860,230 and $1,254,278 for Ms. MacKay, Mr. Forrester, Mr. Johnston, Mr. White, Mr. McDonald and Ms. Perkins, respectively. | | The PRSUs granted in 2023 (referred to herein as the 2023 PRSU (Tranche A), the 2023 PRSU (Tranche B) and the 2023 PRSU (Tranche C), collectively) are comprised of three one-year performance periods with payouts based 50% on a target Adjusted Free Cash Flow metric and 50% on a target Strategic Cost Efficiency metric. These three years will be averaged for each performance metric, and then each will be subject to a +/- 20% relative TSR modifier. The performance goals for each of the 2023 PRSU (Tranche B) and 2023 PRSU (Tranche C) were not established at the dates of grant in 2023 and, as a result, for accounting purposes, the 2023 PRSU (Tranche B) and 2023 PRSU (Tranche C) are not considered granted until the respective performance goals are established. Accordingly, for both the February 2023 and July 2023 grants, only the grant date fair value of the 2023 PRSU (Tranche A) is reported in the Stock Awards column for 2023. The grant date fair values of the 2023 PRSU (Tranche B) and the 2023 PRSU (Tranche C) will not be reported in the Stock Awards column until the performance goals are established and we report for 2024 and 2025, respectively. The fair values of the 2023 PRSU (Tranche A) were determined using a Monte Carlo simulation based on the assumptions set forth in Note 13 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2023. | | (2) The amounts in this column represent cash bonus amounts earned pursuant to our Annual Incentive Plan for the applicable year. | | (3) The amounts in this column include the following categories of additional compensation for 2023: (a) for Mr. Forrester, $13,004 for private medical, $15,994 for a car allowance, and $23,267 in cash in lieu of retirement benefits, in addition to amounts for certain core benefits including tax consulting services, health screening and life assurance benefits; (b) for Mr. White, the continuation of health insurance benefits per the White Side Letter (as defined below); and (c) for each of Ms. MacKay, Mr. Johnston, Mr. McDonald and Ms. Perkins, 401(k) contributions by the Company ($4,462 for Ms. Perkins and $8,250 for each of the others). The amounts reported in this column represent the actual cost incurred by us in providing these benefits to the indicated Named Executed Officer. | | (4) Salary, Non-Equity Incentive Plan Compensation and All Other Compensation for Mr. Forrester have been converted from GBP at a rate of $1.2071/GBP for 2023, $1.3532/GBP for 2022 and $1.3668/GBP for 2021. | | (5) Pursuant to the White Side Letter, Mr. White did not receive salary or an annual bonus for his service in 2023. | | (6) The 2023 Bonus amount reported for Ms. Perkins reflects a cash sign-on bonus paid on July 28, 2023. |

  90. 2023 Summary Compensation Table

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 50 |

  91. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table sets forth, for each of the Named Executive Officers, the plan-based awards granted during 2023.

  92. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | Name | Grant Date | Approval Date | Target | Maximum | Threshold | Target | Maximum | | | | MS. MACKAY | | | $1,750,000 | $3,500,000 | | | | | | | | 2/23/2023 | 2/22/2023 | | | 18,996 | 37,992 | 75,984 | 113,976 | $2,081,202 | | | 7/1/2023 | 5/4/2023 | | | 12,480 | 24,959 | 49,919 | 74,878 | $818,417 | | MR. FORRESTER | | | $1,861,348 | $3,722,696 | | | | | | | | 2/23/2023 | 2/23/2023 | | | 31,764 | 63,528 | 127,055 | 190,583 | $3,480,046 | | MR. JOHNSTON | | | $600,000 | $1,200,000 | | | | | | | | 2/23/2023 | 2/22/2023 | | | 13,702 | 27,404 | 54,808 | 82,213 | $1,501,205 | | MR. WHITE | | | — | — | | | | | | | | 2/23/2023 | 2/23/2023 | | | 62,282 | 124,564 | 249,128 | 373,692 | $6,823,616 | | MR. MCDONALD | | | $1,350,000 | $2,700,000 | | | | | | | | 2/23/2023 | 2/22/2023 | | | 17,439 | 34,878 | 69,756 | 104,634 | $1,910,617 | | | 7/1/2023 | 5/4/2023 | | | 5,348 | 10,697 | 21,393 | 32,091 | $350,752 | | MS. PERKINS | | | $261,000 | $522,000 | | | | | | | | 7/1/2023 | 4/6/2023 | | | 15,281 | 30,562 | 61,125 | 91,687 | $1,002,139 |

  93. 2023 Grants of Plan-Based Awards Table

    | (1) These values represent the target and maximum cash payouts under the 2023 AIP. The values for Ms. MacKay and Mr. McDonald are pro-rated to reflect their respective promotions on July 1, 2023. The value for Ms. Perkins is pro-rated to reflect her July 1, 2023 start date. The value for Mr. Forrester has been converted from GBP at a rate of $1.2071/GBP. | | (2) These amounts represent the threshold, target and maximum number of shares underlying PRSUs authorized by the Compensation Committee or by the Board. These amounts reflect the 2023 PRSU (Tranche A) only. See Footnote 1 to the Summary Compensation Table above for a description of the 2023 PRSUs. The actual payout levels for these grants will be determined by the Compensation Committee in 2026 following the end of the three-year performance period. The PRSUs are eligible to vest in one installment on (a) the date the Compensation Committee certifies the Company’s achievement of the applicable performance conditions, for the February 2023 grants, and (b) the third anniversary of the grant date, for the July 2023 grants. | | (3) These amounts represent time-vesting RSUs which will vest and be settled in three substantially equal installments on each of the first three anniversaries of the grant date, subject, with certain limited exceptions, to the executive’s continuing employment through each such vesting date. | | (4) The fair values for the time-vesting RSUs represent the fair value of an ordinary share on the grant date, which is based on the closing price of our ordinary shares on the grant date ($13.38 for the February 2023 grants and $8.18 for the July 2023 grants). The fair values of the PRSUs were determined using a Monte Carlo simulation based on the assumptions set forth in Note 13 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2023. |

  94. 2023 Grants of Plan-Based Awards Table

    For a description of the material terms of each Named Executive Officer’s employment agreement or arrangement, see “—Employment Arrangements” below.

  95. 2023 Grants of Plan-Based Awards Table

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 51 |

  96. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth, for each of the Named Executive Officers, the equity awards outstanding as of December 31, 2023.

  97. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested(1) | | MS. MACKAY | 295,835(2) | $3,195,018 | 324,142(8) | $3,500,734 | | MR. FORRESTER | 352,743(3) | $3,809,624 | 431,097(8) | $4,655,848 | | MR. JOHNSTON | 143,303(4) | $1,547,672 | 188,057(8) | $2,031,016 | | MR. WHITE | 522,170(5) | $5,639,436 | 1,228,386(9) | $13,266,569 | | MR. MCDONALD | 219,687(6) | $2,372,620 | 234,602(8) | $2,533,702 | | MS. PERKINS | 91,687(7) | $990,220 | 91,687(8) | $990,220 |

  98. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The market value of unvested and unearned stock awards is calculated as of December 31, 2023, as the aggregate number of shares underlying the unvested time-vesting RSUs and the unvested PRSUs (at target), respectively, multiplied by our year end closing stock price of $10.80. | | (2) Consists of time-vesting RSUs, 37,992 of which vested on February 23, 2024, 22,643 of which vested on February 24, 2024, 33,682 of which vested on February 25, 2024 and the remainder of which are scheduled to vest as follows: |

  99. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Number of RSUs | Vesting Date(s) | | 28,013 | April 14, 2024 | | 22,643 | February 24, 2025 | | 75,984 | Two equal installments on February 23, 2025 and 2026 | | 74,878 | Three substantially equal installments on July 1, 2024, 2025 and 2026 |

  100. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Consists of time-vesting RSUs, 63,527 of which vested on February 23, 2024, 39,346 of which vested on February 24, 2024, 61,237 of which vested on February 25, 2024, 22,229 of which vested on February 27, 2024 and the remainder of which are scheduled to vest as follows: |

  101. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Number of RSUs | Vesting Date(s) | | 39,248 | February 24, 2025 | | 127,056 | Two equal installments on February 23, 2025 and 2026 |

  102. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Consists of time-vesting RSUs, 27,404 of which vested on February 23, 2024, 16,332 of which vested on February 24, 2024, 28,424 of which vested on February 28, 2024 and the remainder of which are scheduled to vest as follows: |

  103. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Number of RSUs | Vesting Date(s) | | 16,334 | February 24, 2025 | | 54,809 | Two substantially equal installments on February 23, 2025 and 2026 |

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

    | (5) Consists of time-vesting RSUs, 124,564 of which vested on February 23, 2024, 74,239 of which vested on February 24, 2024 and the remainder of which are scheduled to vest as follows: |

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

    | Number of RSUs | Vesting Date(s) | | 74,239 | February 24, 2025 | | 249,128 | Two equal installments on February 23, 2025 and 2026 |

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

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 52 |

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

    | (6) Consists of time-vesting RSUs, 34,878 of which vested on February 23, 2024, 20,787 of which vested on February 24, 2024, 17,759 of which vested on February 25, 2024, 2,963 of which vested on February 27, 2024 and the remainder of which are scheduled to vest as follows: |

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

    | Number of RSUs | Vesting Date(s) | | 20,666 | August 14, 2024 | | 20,787 | February 24, 2025 | | 69,756 | Two equal installments on February 23, 2025 and 2026 | | 32,091 | Three equal installments on July 1, 2024, 2025 and 2026 |

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

    | (7) Consists of time-vesting RSUs which are scheduled to vest as follows: |

  110. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Number of RSUs | Vesting Date(s) | | 91,687 | Three substantially equal installments on July 1, 2024, 2025 and 2026 |

  111. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Consists of PRSUs (assuming performance levels achieved at target) for each Named Executive Officer (other than Mr. White) as set forth below, representing: (i) 2021 PRSUs, with vesting and payouts based 25% on a target Adjusted EBITDA Margin Accretion metric and 75% on a target Strategic Cost Efficiency metric, each as measured based on the average annual achievement over 2021, 2022 and 2023, of which 130.1% of each Named Executive Officer’s target PRSUs vested on February 25, 2024 (and on February 28, 2024 for Mr. Johnston); (ii) 2022 PRSUs, with vesting and payouts based 50% on a target Adjusted EBITDA Margin Performance metric and 50% on a target Adjusted EBITDA Growth metric, each as measured based on the average annual achievement over 2022, 2023 and 2024, and each subject to a +/- 20% Relative TSR modifier; and (iii) 2023 PRSUs (Tranches A, B and C), with vesting and payouts based 50% on a target Adjusted Free Cash Flow metric and 50% on a target Strategic Cost Efficiency metric, each as measured based on the average annual achievement over 2023, 2024 and 2025, and each subject to a +/- 20% Relative TSR modifier. See “—Compensation Elements—Long-Term Incentive Compensation” for additional details on the terms of the PRSUs. |

  112. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | 2021 PRSUs | | | | | | Named Executive Officer | Target | Number which Vested in February 2024 | 2022 PRSUs (at target) | February 2023 PRSUs (at target) | July 2023 PRSUs (at target) | | MS. MACKAY | 67,360 | 87,635 | 67,928 | 113,976 | 74,878 | | MR. FORRESTER | 122,474 | 159,339 | 118,040 | 190,583 | — | | MR. JOHNSTON | 56,847 | 73,958 | 48,998 | 82,212 | — | | MR. MCDONALD | 35,517 | 46,208 | 62,361 | 104,634 | 32,090 | | MS. PERKINS | — | — | — | — | 91,687 |

  113. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Consists of PRSUs (assuming performance levels achieved at target) with the following performance-vesting criteria: (i) 558,448 of such PRSUs vest in equal increments if our closing share price for a period of 90 days is at least $22.30, $25.10, $27.80, $30.60 and $33.40; (ii) 73,529 of such PRSUs vest only upon the occurrence of a liquidity event in which the Principal Shareholders realize a net multiple of money of at least 2.0; (iii) 222,717 of such PRSUs represent 2022 PRSUs, with vesting and payouts based 50% on a target Adjusted EBITDA Margin Performance metric and 50% on a target Adjusted EBITDA Growth metric, each as measured based on the average annual achievement over 2022, 2023 and 2024, and each subject to a +/- 20% Relative TSR modifier; and (iv) 373,692 of such PRSUs represent 2023 PRSUs (Tranche A, B and C), with vesting and payouts based 50% on a target Adjusted Free Cash Flow metric and 50% on a target Strategic Cost Efficiency metric, each as measured based on the average annual achievement over 2023, 2024 and 2025, and each subject to a +/- 20% Relative TSR modifier. See “—Compensation Elements—Long-Term Incentive Compensation” for additional details on the terms of the PRSUs. |

  114. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 53 |

  115. 2023 Options Exercised and Stock Vested Table

    2023 Options Exercised and Stock Vested Table The following table sets forth, for each of the Named Executive Officers, the number of ordinary shares acquired upon the exercise of options and vesting of RSUs during 2023, and the aggregate value realized (before payment of any applicable withholding tax and broker commission) upon the exercise or vesting of such awards.

  116. 2023 Options Exercised and Stock Vested Table

    | Name | Option Award – Number of Shares Acquired on Exercise | Option Awards – Value Realized on Exercise | Stock Awards – Number of Shares Vested | Stock Awards – Value on Vesting | | MS. MACKAY | — | — | 110,632 | $1,336,165 | | MR. FORRESTER(1) | 585,000 | $355,000 | 517,427 | $5,934,103 | | MR. JOHNSTON | — | — | 44,756 | $579,796 | | MR. WHITE | — | — | 110,753 | $1,433,923 | | MR. MCDONALD | — | — | 90,625 | $1,105,613 | | MS. PERKINS | — | — | — | — |

  117. 2023 Options Exercised and Stock Vested Table

    | (1) Mr. Forrester retired from the Company on December 31, 2023. Upon his retirement, as provided under the terms of the Forrester Employment Agreement, all continued employment requirements for Mr. Forrester’s 352,743 time-vesting RSUs which were outstanding and unvested as of December 31, 2023 were deemed satisfied and such RSUs will be settled in accordance with their regularly-scheduled time-vesting schedule. Such RSUs are therefore included in the “Stock Awards” amounts reported for Mr. Forrester in this table. |

  118. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation In December 2018, the Company adopted a new executive deferred compensation plan (the “DCP”), which became effective on January 1, 2019. The DCP allowed highly compensated employees to defer a portion of their salary, bonus, commissions and/or equity-based compensation, enabling the employee to defer tax on compensation until payment is made. Deferred compensation is credited into an account denominated in ordinary shares of the Company in a number determined based on the fair market value of the Company’s ordinary shares on the date of the deposit. All payments are made in ordinary shares. None of our Named Executive Officers elected to defer their compensation in 2023. On November 1, 2023, we amended the DCP to freeze and prohibit all future deferrals, credits and contributions to DCP accounts (except as to any deferrals of an existing participant’s annual bonus, RSUs and/ or other compensation earned in the 2023 plan year) and to prohibit new participants in the DCP, effective as of January 1, 2024.

  119. Mr. Forrester

    Mr. Forrester Mr. Forrester served as our CEO from January 1, 2022 to June 30, 2023 and served as a non-executive Strategic Advisor to the Company from July 1, 2023 to December 31, 2023. In connection with his appointment as our CEO, the Company and Cushman & Wakefield Debenham Tie Leung Limited entered into the Forrester Employment Agreement with Mr. Forrester, effective as of January 1, 2022, which superseded his prior employment agreement dated February 19, 2019 in its entirety. As a citizen of the United Kingdom, Mr. Forrester was paid by the Company in British pound sterling. The Forrester Employment Agreement provided for an annual base salary of £693,900. Mr. Forrester was also eligible to receive an annual cash bonus with a target amount equal to £1,542,000 (and a maximum annual bonus opportunity equal to 200% of such target amount) and was eligible to receive, in the Board’s discretion, an annual grant of RSUs with a target grant date fair value of $5,100,000 each year during which Mr. Forrester remained employed with the Company as CEO. The RSUs awarded to Mr. Forrester in his capacity as CEO were to vest over a three-year period, with 50% of such RSUs also subject to performance-based vesting conditions, which PRSUs would vest and be earned, if at all, upon the Company’s achievement of the applicable performance-vesting conditions at the end of the three-year performance period. Under the Forrester Employment Agreement, Mr. Forrester may also designate an external tax consultant to assist in the preparation and submission of his United Kingdom and United States income tax returns at the Company’s expense with respect to (a) each taxable year during which he is or was employed by the Company as our CEO and (b) each subsequent year following his termination (other than for cause) in which he incurs any residual taxable income and/or there are foreign tax credits as a result of his employment with us as our CEO, generally subject to a maximum cost of £10,000 per year, exclusive of VAT. On May 4, 2023, the Company and Mr. Forrester entered into the Forrester Side Letter in connection with Mr. Forrester’s retirement. Pursuant to the terms of the Forrester Side Letter, Mr. Forrester (a) stepped down as our CEO as of June 30, 2023, (b) remained employed by the Company in a non-executive role of Strategic Advisor during a transition period between July 1, 2023 to December 31, 2023, and (c) resigned from the Company effective as of December 31, 2023. The Forrester Side Letter provided that during the transition period between July 1 and December 31, 2023, Mr. Forrester continued to receive a base salary at a rate of £693,900 per year and continued to participate in the Company’s benefit plans on the same terms as when he was CEO. Further, the Forrester Side Letter provided that upon successful completion of the transition period, Mr. Forrester remained eligible to receive a bonus payment under the 2023 AIP with a target cash bonus opportunity equal to £1,542,000 or $1,861,348 using the 2023 conversion rate of $1.2071/GBP. The actual bonus payment made to Mr. Forrester was $947,426, determined and calculated in accordance with the terms of the 2023 AIP in the same manner as applicable to the other executive officers of the Company. Additionally, the Forrester Side Letter confirmed the Board approved Mr. Forrester’s resignation on December 31, 2023 as a “Retirement” as such term is defined under the Forrester Employment Agreement. As a result of his Retirement, pursuant to the terms of the Forrester Employment Agreement: (i) with respect to Mr. Forrester’s time-vesting RSUs that were outstanding and unvested as of the retirement date, all continued employment requirements have been deemed to be satisfied and such RSUs shall be settled in accordance with their regularly-scheduled time-vesting schedule and (ii) with respect to Mr. Forrester’s PRSUs that were outstanding and unvested as of the retirement date, all continued employment requirements have been deemed to be satisfied through the applicable performance periods and such PRSUs shall be eligible to vest if, and to the extent, the applicable performance metrics are satisfied as of the end of the applicable performance period. Mr. Forrester remains subject to certain restrictive covenants set forth in the Forrester Employment Agreement and the agreements governing his equity awards, including (a) prohibitions on competing with us for a period of 18 months following the termination of his employment with us, (b) prohibitions on soliciting or hiring our customers or employees for a period of 24 months following the termination of his employment with us, and (c) certain non-disparagement, confidentiality and intellectual property assignment obligations.

  120. Mr. Forrester

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 56 |

  121. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Named Executive Officers are eligible to receive certain severance payments and benefits under their employment agreements, equity grant agreements and/or our A&R Severance Plan in connection with a termination of employment under various circumstances.

  122. Potential Payments upon Termination of Employment or Change in Control Table

    Potential Payments upon Termination of Employment or Change in Control Table The table below provides an estimate of the value of payments and benefits assuming that a qualifying termination of employment and, as applicable, a change in control, occurred on December 31, 2023, and assuming a share price of $10.80 per share, the closing price of our ordinary shares on the last business day of 2023. The actual amounts that would be paid or distributed to the Named Executive Officers as a result of one of the termination events occurring in the future will depend on factors such as the date of termination, the manner of termination and the terms of the applicable agreements in effect at such time, which could differ materially from the terms and amounts described here.

  123. Potential Payments upon Termination of Employment or Change in Control Table

    | | Ms. MacKay | Mr. Forrester | Mr. Johnston | Mr. White(9) | Mr. McDonald | Ms. Perkins | | Termination without Cause Not in Connection with Change in Control | | | | | | | | Cash Severance | $4,000,000 | N/A | $1,200,000 | — | $2,600,000 | $1,102,000 | | Annual Bonus(1) | $890,750 | N/A | $305,400 | — | $687,150 | $133,941 | | Accelerated Vesting of RSU Awards(2) | $7,243,236 | N/A | $1,085,195 | — | $5,191,560 | $495,104 | | Health and Welfare Benefits(3) | $29,936 | N/A | $183 | — | $21,878 | $14,310 | | Outplacement Services(4) | $25,000 | N/A | $25,000 | — | $25,000 | $25,000 | | TOTAL | $12,188,922 | N/A | $2,615,778 | — | $8,525,588 | $1,770,355 | | Termination without Cause in Connection with Change in Control(5) | | | | | | | | Cash Severance | $7,000,000 | N/A | $2,400,000 | — | $5,200,000 | $2,204,000 | | Annual Bonus(1) | $890,750 | N/A | $305,400 | — | $687,150 | $133,941 | | Accelerated Vesting of RSU Awards(6) | $6,576,930 | N/A | $3,499,232 | $6,635,401 | $4,744,570 | $2,310,185 | | Health and Welfare Benefits(3) | $39,914 | N/A | $367 | — | $43,756 | $28,621 | | Outplacement Services(4) | $25,000 | N/A | $25,000 | — | $25,000 | $25,000 | | TOTAL | $14,532,594 | N/A | $6,229,999 | $6,635,401 | $10,700,476 | $4,701,747 | | Death or Disability | | | | | | | | Cash Severance | — | N/A | — | — | — | — | | Annual Bonus | — | N/A | — | — | — | — | | Accelerated Vesting of RSU Awards | $3,773,088 | N/A | $2,345,501 | $6,475,270 | $2,816,953 | $330,070 | | Health and Welfare Benefits | — | N/A | — | — | — | — | | Outplacement Services | — | N/A | — | — | — | — | | TOTAL | $3,773,088 | N/A | $2,345,501 | $6,475,270 | $2,816,953 | $330,070 | | Change in Control Not in Connection with a Termination where Awards Are Not Assumed(7) | | | | | | | | Cash Severance | — | N/A | — | — | — | — | | Annual Bonus | — | N/A | — | — | — | — | | Accelerated Vesting of RSU Awards | $7,243,236 | N/A | $3,806,212 | $12,274,837 | $5,191,560 | $2,310,185 | | Health and Welfare Benefits | — | N/A | — | — | — | — | | Outplacement Services | — | N/A | — | — | — | — | | TOTAL | $7,243,236 | N/A | $3,806,212 | $12,274,837 | $5,191,560 | $2,310,185 |

  124. Potential Payments upon Termination of Employment or Change in Control Table

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 61 |

  125. Potential Payments upon Termination of Employment or Change in Control Table

    | | Ms. MacKay | Mr. Forrester | Mr. Johnston | Mr. White(9) | Mr. McDonald | Ms. Perkins | | Retirement(8) | | | | | | | | Cash Severance | — | — | — | — | — | — | | Annual Bonus | — | $947,426 | — | — | — | — | | Accelerated Vesting of RSU Awards | — | $8,939,657 | — | — | — | — | | Health and Welfare Benefits | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | | TOTAL | — | $9,887,083 | — | — | — | — |

  126. Potential Payments upon Termination of Employment or Change in Control Table

    | (1) Represents a pro-rated bonus for the year of termination, determined in the sole discretion of the administrator of the A&R Severance Plan and based on Company performance, Named Executive Officer performance, and taking into account the Named Executive Officer’s period of service in the applicable bonus year. | | (2) For each of Ms. MacKay and Mr. McDonald, the applicable offer letter provides that if the Named Executive Officer’s employment is terminated without cause (not in connection with a change in control), the following will occur: (a) any outstanding and unvested time-vesting RSUs will vest on their regularly-scheduled date as if the executive were still employed by the Company at that time, and (b) any outstanding and unvested PRSUs will vest on their regularly-scheduled date as if the executive were still employed by the Company at that time to the extent the applicable performance metrics are satisfied. For the amounts listed in the table above, (x) for the time-vesting RSUs, we have included the value of all outstanding and unvested time-vesting RSUs as if they vested as of December 31, 2023, and (y) for the PRSUs, we have included the value of all outstanding and unvested PRSUs as if they vested as of December 31, 2023 using actual performance levels for any completed calendar years and target performance levels for incomplete calendar years. For each of Mr. Johnston and Ms. Perkins, upon an Involuntary Termination, the A&R Severance Plan provides for accelerated pro-rata vesting of outstanding and unvested RSUs that were granted on or after February 24, 2022, with the vesting of PRSUs determined based on the Company’s actual achievement of the applicable performance metrics for any completed calendar years in the performance period (or at target levels of achievement if no calendar year in the performance period has been completed as of the termination). | | (3) Represents the aggregate COBRA payments payable to each Named Executive Officer in accordance with the terms of the applicable agreement, assuming a termination date of December 31, 2023. | | (4) Represents the maximum reimbursement for reasonable fees of no more than one outplacement or similar service provider engaged by the Named Executive Officer to assist in finding employment opportunities during the one-year period following the Named Executive Officer’s termination. | | (5) Assumes that the acquirer assumed the Company’s unvested RSU awards in connection with the change in control. | | (6) Under the A&R Severance Plan, for each Named Executive Officer other than Mr. White, if their employment is terminated without cause or they resign for good reason, in either case on or within the two years following a change in control of the Company, each Named Executive Officer would be entitled to accelerated vesting in full of any outstanding and unvested RSU awards granted on or after February 24, 2022, with the vesting of any PRSUs determined based on actual achievement of the applicable performance metrics for any completed calendar years in the performance period and at target levels of achievement for any non-completed calendar year in the performance period. | | (7) Under the Company’s RSU agreements issued after 2018, in the event that the acquirer does not agree to assume the Company’s unvested RSU awards in connection with a change in control, such RSU awards will vest immediately prior to the change in control. | | (8) Mr. Forrester retired from the Company on December 31, 2023. Following this retirement, Mr. Forrester remained eligible to receive his annual bonus payment under the 2023 AIP, calculated in the same manner as applicable to the executive officers of the Company. The actual payment made to Mr. Forrester under the 2023 AIP was $947,426, converted from GBP at a rate of $1.2071/GBP. Additionally, in connection with his retirement, pursuant to the Forrester Employment Agreement, Mr. Forrester was entitled to the following treatment of his outstanding RSU awards: (a) any outstanding and unvested time-vesting RSUs will continue to vest on their regularly-scheduled vesting date as if he were still employed by the Company at that time and (b) any outstanding and unvested performance-vesting RSUs will vest on their regularly-scheduled vesting date as if he were still employed by the Company at that time to the extent the applicable performance metrics are satisfied. For the amounts listed in the table above, (x) for the time-vesting RSUs, we have included the value of all outstanding and unvested time-vesting RSUs as if they vested as of December 31, 2023, and (y) for the PRSUs, we have included the value of all outstanding and unvested PRSUs as if they vested as of December 31, 2023 using actual performance levels for any completed calendar years and target performance levels for incomplete calendar years. See “—Employment Arrangements” for more information. No other Named Executive Officer was eligible for retirement benefits as of December 31, 2023. | | (9) In his current role as Executive Chairman, Mr. White is not a participant in our A&R Severance Plan and is therefore only entitled to equity acceleration benefits provided under his remaining RSU agreements. The amounts listed assume any change in control did not constitute a “liquidity event” as defined in certain of Mr. White’s award agreements. See Footnote 9 to “—Executive Compensation Tables—2023 Grants of Plan-Based Awards Table”. |

  127. CEO Pay Ratio

    CEO Pay Ratio The SEC has adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total compensation of the principal executive officer (“PEO”). The Company’s PEO is our CEO as of the end of 2023. The Company is presenting the required disclosure as follows: We identified a median employee as of December 31, 2022 using the following approach. We had approximately 51,031 full-time, part-time and seasonal employees as of December 31, 2022. As of December 31, 2022, approximately 20,484

  128. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 62 |

  129. CEO Pay Ratio

    of our employees were located outside of the United States (17,950 outside the United States after the de minimis exemptions listed below). For purposes of this 2022 determination, we excluded the population of the workforce that were not considered employees of the Company under applicable local regulations. In addition, under the de minimis exemption of the SEC rule, we excluded approximately 5% of our international population by excluding employee populations in the following jurisdictions: Brazil (1,100), Mexico (785), Philippines (412), Colombia (104), Peru (94), and Malaysia (39). We identified our median as of December 31, 2022 utilizing base pay earnings for the previous 12-month period for the population of employees described above. Our median employee is a full-time employee located in the United States. For purposes of calculating our CEO pay ratio in 2023, we used the same median employee that was identified as of December 31, 2022 because we believe that there have not been any material changes in our employee population or compensation arrangements which would significantly change our pay ratio disclosure. For 2023, we determined that our median employee’s total compensation, calculated in accordance with Item 402(c) of Regulation S-K, was $56,970, which includes base, bonus and company 401(k) match. Based upon this methodology and the CEO’s total compensation of $4,668,810 in 2023, as set forth in the Summary Compensation Table, we estimate the ratio of our CEO pay to the median worker’s pay is 82:1. The SEC requirements for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.

  130. Pay Versus Performance

    Pay Versus Performance

  131. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as defined by SEC rules) and certain financial performance metrics of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “—Compensation Philosophy and Objectives” and “—Compensation Elements”.

  132. Pay Versus Performance Table

    | | Summary Compensation Table Total for CEO(1) | Summary Compensation Table Total for CEO(1) | | | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Return on: | | | | | Year | | | Compensation Actually Paid to CEO(2) | Compensation Actually Paid to CEO(2) | | | CWK TSR(5) | Peer Group TSR(6) | Net Income (Loss) | Compensation EBITDA(7) | | (a) | (b)(i) | (b)(ii) | (c)(i) | (c)(ii) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,668,810 | $5,326,223 | $3,809,627 | $3,785,709 | $3,686,033 | $2,842,435 | $73 | $136 | $(35,400,000) | $581,300,000 | | 2022 | $8,587,627 | | $1,753,622 | | $5,909,537 | $1,579,668 | $61 | $116 | $196,400,000 | $963,000,000 | | 2021 | $19,990,492 | | $30,999,620 | | $4,632,973 | $6,962,418 | $109 | $173 | $250,000,000 | $877,000,000 | | 2020 | $9,056,207 | | $469,965 | | $2,429,455 | $771,103 | $73 | $99 | $(220,500,000) | $450,000,000 |

  133. Pay Versus Performance Table

    | (1) We had two CEOs in fiscal year 2023. Mr. Forrester served as our CEO from January 1, 2023 to June 30, 2023, and Ms. MacKay served as our CEO from July 1, 2023 to December 31, 2023. The dollar amounts reported in column (b)(i) are the amounts of total compensation reported in the Summary Compensation Table for Ms. MacKay in 2023, Mr. Forrester in 2022, Mr. White in 2021 and Mr. White in 2020, respectively. The dollar amount reported in column (b)(ii) is the amount of total compensation reported in the Summary Compensation Table for Mr. Forrester in 2023.” |

  134. Pay Versus Performance Table

    | (2) The dollar amounts reported in column (c)(i) represent the amount of “compensation actually paid” to (a) Ms. MacKay in 2023, (b) Mr. Forrester in 2022, (c) Mr. White in 2021 and (d) Mr. White in 2020. The dollar amount reported in column (c)(ii) represents the amount of “compensation actually paid” to Mr. Forrester in 2023. All such amounts were computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such individuals during the applicable year. The table below shows adjustments which were made to our each of our CEO’s total compensation in 2023 to determine the “compensation actually paid”. For such adjustments, equity values were calculated in accordance with FASB ASC Topic 718. |

  135. Pay Versus Performance Table

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 63 |

  136. Pay Versus Performance Table

    | | 2023 (MacKay) | 2023 (Forrester) | | SCT Total Compensation | $4,668,810 | $5,326,223 | | Less: Stock Award Values Reported in SCT for the Covered Year | $(2,899,618) | $(3,480,046) | | Plus: Year End Fair Value of Stock Awards Granted in the Covered Year | $2,711,943 | $678,475 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $(424,583) | $(438,206) | | Fair Value of Stock Awards Granted and Vested in the Covered Year | $— | $2,058,296 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $(42,309) | $(196,670) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | $(204,616) | $(162,364) | | Compensation Actually Paid | $3,809,627 | $3,785,709 |

  137. Pay Versus Performance Table

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Named Executive Officers as a group (excluding our CEOs in each year) in the “Total” column of the Summary Compensation Table in each year. The names of each of the Named Executive Officers (excluding our CEOs in each year) included for purposes of calculating the average amounts in each year are as follows: (i) for 2023, Mr. Johnston, Mr. White, Mr. McDonald and Ms. Perkins; (ii) for 2022, Mr. Johnston, Mr. White, Ms. MacKay and Mr. McDonald; (iii) for 2021, Duncan Palmer, Mr. Johnston, Mr. Forrester, Ms. MacKay and Mr. Robinson; and (iv) for 2020, Mr. Palmer, Mr. Forrester, Ms. MacKay and Brett Soloway. |

  138. Pay Versus Performance Table

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding our CEOs in each year), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Named Executive Officers as a group (excluding our CEOs in each year) during the applicable year. The table below shows adjustments which were made to average total compensation for the Named Executive Officers as a group (excluding our CEO in each year) in 2023 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with FASB ASC Topic 718. |

  139. Pay Versus Performance Table

    | | Non-CEO NEO Average | | | 2023 | | SCT Total Compensation | $3,686,033 | | Less: Stock Award Values Reported in SCT for the Covered Year | $(2,897,082) | | Plus: Year End Fair Value of Stock Awards Granted in the Covered Year | $2,456,696 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $(325,934) | | Fair Value of Stock Awards Granted and Vested in the Covered Year | $— | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $21,003 | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | $(98,280) | | Compensation Actually Paid | $2,842,435 |

  140. Pay Versus Performance Table

    | (5) Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is comprised of three global commercial real estate services companies publicly traded in the United States: Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), and Colliers International Group Inc. (NASDAQ: CIGI). This group represents our “Direct Peers” as disclosed in the Compensation Discussion and Analysis in our Proxy Statements in 2023, 2022, 2021 and 2020. | | (7) Adjusted EBITDA is defined as net (loss) income plus depreciation and amortization, interest expense net of interest income, provision for income taxes, unrealized loss on investments (net), integration and other cost related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items. Compensation EBITDA is defined as Adjusted EBITDA further adjusted for (a) currency rate fluctuations, (b) certain government subsidies and (c) certain other one-time items outside of our control. While the Company uses numerous financial and non-financial measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Compensation EBITDA represents the most important measure used by the Company to link “compensation actually paid” to our Named Executive Officers to Company performance for the most recently completed year. |

  141. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in “—Compensation Philosophy and Objectives,” the Company’s executive compensation program reflects a compensation package for executive officers that is tied to our corporate performance and aligned with the interests of our shareholders. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the

  142. Analysis of the Information Presented in the Pay Versus Performance Table

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 64 |

  143. Analysis of the Information Presented in the Pay Versus Performance Table

    Pay Versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance Table.

  144. COMPENSATION ACTUALLY PAID AND TSRs

    COMPENSATION ACTUALLY PAID AND TSRs

  145. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  146. COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS)

    COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS)

  147. Compensation Actually Paid vs. Net Income (Loss)

    Compensation Actually Paid vs. Net Income (Loss)

  148. Compensation Actually Paid vs. Net Income (Loss)

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 65 |

  149. COMPENSATION ACTUALLY PAID AND COMPENSATION EBITDA

    COMPENSATION ACTUALLY PAID AND COMPENSATION EBITDA

  150. Compensation Actually Paid vs. Compensation EBITDA

    Compensation Actually Paid vs. Compensation EBITDA

  151. Share Reserve

    | • | Overhang. As of March 25, 2024, approximately 10.65 million ordinary shares were subject to outstanding equity awards, and approximately 5.38 million ordinary shares were available for future awards under our Management Omnibus Plan. The total of those two figures represents approximately 7% of our outstanding ordinary shares as of the same date. |

  152. Share Reserve

    | • | Overhang. As of March 25, 2024, 88,085 ordinary shares were subject to outstanding equity awards, and 128,211 ordinary shares were available for future awards under our Director Omnibus Plan. The total of those two figures represents less than 1% of our outstanding ordinary shares as of the same date. |

  153. Submission of Shareholder Proposals and Board Nominees

    Submission of Shareholder Proposals and Board Nominees Shareholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our proxy materials to be distributed in connection with our 2025 annual general meeting of shareholders must submit their proposals in accordance with that rule so that they are received by the Secretary at the address set forth above no later than the close of business on December 6, 2024. If the date of our 2025 annual general meeting is more than 30 days before or after May 16, 2025, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials.

  154. Submission of Shareholder Proposals and Board Nominees

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | 88 |

  155. Submission of Shareholder Proposals and Board Nominees

    Our Articles of Association require that shareholders who intend to propose any resolution, including nominating candidates for election as directors, at our 2025 annual general meeting must provide notice of such proposals in writing to our Secretary no earlier than the close of business on January 16, 2025 and no later than the close of business on February 14, 2025, unless our 2025 annual general meeting of shareholders is to be held more than 30 days before or more than 60 days after May 16, 2025, in which case the shareholder’s notice must be delivered no earlier than the close of business on the 120th day prior to the 2025 annual general meeting and no later than the close of business on the later of the 90th day prior to the 2025 annual general meeting or the 10th day after public announcement of the date of the 2025 annual general meeting is first made. The notice must set forth the information required by our Articles of Association. In the case of shareholders seeking to request that an individual be nominated as a director, shareholders must include in the notice all information relating to such director nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under Exchange Act, including such person’s written consent to be named in the proxy statement as nominee and to serve as a director if elected. In addition, the request must include, among other things:

  156. Submission of Shareholder Proposals and Board Nominees

    | • | the nominating shareholder’s or shareholders’ name(s) and address(es) as they appear on the Company’s books; | | • | the class and number of shares beneficially owned by the nominating shareholder(s); | | • | any other information relating to such shareholder(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies pursuant to Regulation 14A under the Exchange Act; and | | • | to the extent known by the shareholder(s) giving notice, the name and address of any other shareholder(s) supporting the election of the director candidate. |

  157. Submission of Shareholder Proposals and Board Nominees

    Additionally, under section 338 of the U.K. Companies Act, shareholders meeting the threshold requirements set forth in that section may require us to include a resolution in our notice of annual general meeting. Provided that the appropriate thresholds are met, notice of the resolution or matter must be received by our Secretary at least six weeks prior to the date of the annual general meeting or, if later, at the time notice of the annual general meeting is delivered to shareholders. In addition to satisfying the requirements of our Articles of Association, including the notice deadlines set forth above and therein, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

  158. CEO pay ratio

    CEO pay ratio

  159. CEO pay ratio

    | Year | Method | 25th percentile ratio | Median ratio | 75th percentile ratio | | 2023 | Option A | 125:1 | 89:1 | 46:1 | | 2022 | Option A | 147:1 | 105:1 | 65:1 | | 2021 | Option A | 237:1 | 160:1 | 94:1 | | 2020 | Option A | 164:1 | 119:1 | 78:1 | | 2019 | Option A | 164:1 | 114:1 | 68:1 |

  160. CEO pay ratio

    The analysis shown in the table above represents the pay and benefits (calculated on the same methodology as the CEO single total figure) for the employees at the 25th, 50th and 75th percentiles. Option A has been chosen because it is the most statistically accurate methodology. We identified the 25th, 50th and 75th population based on the employee population as of December 31, 2023. In identifying the employees at the 25th, 50th and 75th percentiles, we have annualized the remuneration for employees who were not in employment with the Group for the whole of the financial year.

  161. CEO pay ratio

    | CUSHMAN & WAKEFIELD | 2024 PROXY STATEMENT | | B-26 |

  162. CEO pay ratio

    The pay at each quartile is set out in the table below:

  163. CEO pay ratio

    | | 25th Percentile | | Median | | 75th Percentile | | | | Total Pay | Of Which is Salary | Total Pay | Of Which is Salary | Total Pay | Of Which is Salary | | 2023 | $49,277 | $41,645 | $69,219 | $60,355 | $133,560 | $91,740 |

  164. CEO pay ratio

    Our CEO pay ratio statistics (based on the aggregate remuneration received by Mr. Forrester and Ms. MacKay during 2023 in respect of their respective tenures as Chief Executive Officer) decreased from the previous year due to the transition of CEO from Mr. Forrester to Ms. MacKay. The median ratio represents the Group’s pay and progression policies.