DEF 14A of Cushman & Wakefield Ltd., Apr 4, 2025

DEF 14A of Cushman & Wakefield Ltd.

Filed Apr 4, 2025 · FY20240001628369-25-000012

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 FELMAN(1) | 62 | 2023 | Former Co-Head of Acquisitions and Capital Markets, Vornado Realty Trust | One | | | JENNIFER McPEEK(1) | 55 | 2024 | Former Chief Financial Officer & Chief Operating Officer, Janus Henderson Investors | Two |

  3. Summary of Director Nominees

    (1)Independent Director

  4. Summary of Director Nominees

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 5 |

  5. Summary of Director Nominees

    PROXY SUMMARY INFORMATION 2024 Highlights

  6. 2024 Highlights

    | Executive Compensation Tables | 49 | | Employment Arrangements | 54 | | Potential Payments Upon Termination or Change in Control | 58 | | CEO Pay Ratio | 60 | | Pay Versus Performance | 61 | | PROPOSAL 5 – Advisory Vote on Compensation of Named Executive Officers | 65 | | PROPOSAL 6 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation | 66 | | PROPOSAL 7 – Advisory Vote on Directors’ Remuneration Report | 67 | | PROPOSAL 8 – Approval of an Amendment to Our Omnibus Management Share and Cash Incentive Plan | 68 | | SECURITY OWNERSHIP | 74 | | EQUITY COMPENSATION PLAN INFORMATION | 75 | | CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 76 | | OTHER IMPORTANT INFORMATION FOR SHAREHOLDERS | 77 | | Special Note Regarding Forward Looking Statements | 77 | | Communications with the Board | 77 | | Submission of Shareholder Proposals and Board Nominees | 78 | | Shareholder Rights under English Law | 78 | | Shareholder Requests under the U.K. Companies Act | 79 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 80 | | Voting Instructions and Information | 80 | | ANNEX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 | | Use of Non-GAAP Financial Measures | A-1 | | Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures | A-1 | | Reconciliations of Non-GAAP financial measures | A-2 | | ANNEX B: DIRECTORS' REMUNERATION REPORT | B-1 | | Annual Statement | B-1 | | Directors’ Remuneration Policy | B-4 | | Annual Report on Remuneration | B-13 | | Directors’ shareholdings and share interests (Audited) | B-18 | | ANNEX C: THIRD AMENDED & RESTATED 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN | C-1 |

  7. Director Nomination Criteria: Qualifications, Skills and Experience

    Director Nomination Criteria: Qualifications, Skills and Experience Our Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee (the “NomGov Committee”) address the criteria for selecting director candidates. In evaluating candidates, the Board seeks individuals of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interests of all shareholders and provide practical insights and diverse perspectives. In connection with its annual recommendation of director nominees, the NomGov Committee assesses the contributions of incumbent directors eligible for nomination for a subsequent term. The NomGov Committee is responsible for identifying and screening candidates, evaluating candidates recommended or nominated by shareholders, and recommending to the Board all nominees for election to the Board at the annual general meeting of shareholders. The NomGov Committee determines the qualifications, qualities and expertise required to be a director, including the following: •integrity, •strength of character, •judgment, •business experience, •specific areas of expertise, •ability to devote sufficient time to attendance at and preparation for Board meetings, •factors relating to composition of the Board (including size and structure), and •diversity of thought. The Board has not introduced term or age limits. While term limits could help ensure that fresh ideas and viewpoints are available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop valuable insights into the Company and its operations over time. The NomGov Committee may consider candidates for the Board from any reasonable source, including from a search firm engaged by the NomGov Committee or shareholder recommendations. In 2024, the NomGov Committee engaged a new director search firm to assist with director recruitment and director succession planning. The NomGov Committee believes such search firm has been valuable in assessing available pools of talent in order for the NomGov Committee to identify and recruit the best possible director candidates for the Company. Although we do not have a formal policy with regard to the consideration of any director nominees recommended by shareholders, a shareholder or group of shareholders may recommend potential candidates for consideration. We do not have such a policy because the NomGov Committee believes that it can adequately evaluate any such nominees on a case-by-case basis. The NomGov Committee evaluates potential candidates for director recommended by our shareholders using the same criteria and process outlined in our Corporate Governance Guidelines. In addition, shareholders seeking to request an individual be nominated as a director must follow the notification and other requirements set forth in our Articles of Association (see “Other Important Information for Shareholders—Submission of Shareholder Proposals and Board Nominees” for further information about these notification and other requirements).

  8. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 11 |

  9. Director Nomination Criteria: Qualifications, Skills and Experience

    | MICHELLE FELMAN | FORMER CO-HEAD OF ACQUISITIONS AND CAPITAL MARKETS, VORNADO REALTY TRUST | | Age: 62 Director Since: 2023 Board Committees: •Compensation (Chair) •NomGov | 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 Boards •Acacia Research Corporation (NASDAQ:ACTG) 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 |

  10. Director Nomination Criteria: Qualifications, Skills and 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 |

  11. Director Nomination Criteria: Qualifications, Skills and Experience

    | 12 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  12. Director Nomination Criteria: Qualifications, Skills and Experience

    | JENNIFER J. MCPEEK | FORMER CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER | | Age: 55 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. (CboeBZX: CBOE) •First American Funds Trust |

  13. Director Nomination Criteria: Qualifications, Skills and Experience

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

  14. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 13 |

  15. Director Nomination Criteria: Qualifications, Skills and Experience

    Below are the biographies of our other current directors.

  16. Director Nomination Criteria: Qualifications, Skills and Experience

    | MICHELLE MACKAY | CHIEF EXECUTIVE OFFICER, CUSHMAN & WAKEFIELD PLC | | Age: 58 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. |

  17. Director Nomination Criteria: Qualifications, Skills and 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 |

  18. Director Nomination Criteria: Qualifications, Skills and Experience

    | 14 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  19. Director Nomination Criteria: Qualifications, Skills and Experience

    | BRETT WHITE | CHIEF EXECUTIVE OFFICER, DISCOVERY LAND COMPANY | | Age: 65 Director Since: 2015 Board Role: •Chairman | Professional Experience •Discovery Land Company, LLC, a real estate development company Chief Executive Officer (2022 – present) •Cushman & Wakefield plc Non-Executive Chairman (2024 – present) Executive Chairman (2015 – 2024) 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 the 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 |

  20. Director Nomination Criteria: Qualifications, Skills and 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. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 15 |

  22. Director Nomination Criteria: Qualifications, Skills and Experience

    | JODIE W. MCLEAN | CHIEF EXECUTIVE OFFICER, EDENS | | Age: 56 Director Since: 2018 Board Committees: •NomGov (Chair) •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 30 years at EDENS, including overall leadership and accountability as Chief Executive Officer for 10 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 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 Past Boards, among others •Extended Stay America, Inc. (NASDAQ:STAY) •International Council of Shopping Centers (Trustee) |

  23. Director Nomination Criteria: Qualifications, Skills and 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 |

  24. Director Nomination Criteria: Qualifications, Skills and Experience

    | 16 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  25. Director Nomination Criteria: Qualifications, Skills and Experience

    | ANGELA SUN | PARTNER, HYLAND VENTURES | | Age: 50 Director Since: 2021 Board Committees: •NomGov •Compensation | 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 perspective to the boardroom •Ms. Sun’s public company board experience enhances the Board’s and the NomGov Committee’s understanding of key 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) |

  26. Director Nomination Criteria: Qualifications, Skills and 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 |

  27. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 17 |

  28. Director Nomination Criteria: Qualifications, Skills and Experience

    | RAJESH VENNAM | CHIEF FINANCIAL OFFICER, DARDEN RESTAURANTS, INC. | | Age: 50 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, consumer insights and business analytics functions of large organizations |

  29. Director Nomination Criteria: Qualifications, Skills and 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 |

  30. Director Nomination Criteria: Qualifications, Skills and Experience

    | 18 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  31. Director Nomination Criteria: Qualifications, Skills and Experience

    | BILLIE IDA WILLIAMSON | FORMER PARTNER, ERNST & YOUNG LLP | | Age: 72 Director Since: 2018 Board Role / Committees: •Lead Director •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, 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. |

  32. Director Nomination Criteria: Qualifications, Skills and 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 |

  33. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 19 |

  34. Director Nomination Criteria: Qualifications, Skills and Experience

    Current Board Composition Our business and affairs are managed under the direction of the Board, which is currently comprised of eight directors. Our Articles of Association provide that the Board will have a minimum of five and maximum of 11 directors. The Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual general meeting of shareholders. Ms. Felman and Ms. McPeek serve as Class I directors with a term expiring at the Annual Meeting. Mr. White, Ms. McLean and Ms. Williamson serve as Class II directors with a term expiring at our 2026 annual general meeting. Ms. MacKay, Ms. Sun and Mr. Vennam serve as Class III directors with a term expiring at our 2027 annual general meeting. Upon the expiration of the term of office for each class of directors, each director in such class shall be up for election for a term of three years and, if elected, shall serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a determination of the directors then in office. In connection with the proposed redomiciliation of our parent company from England and Wales to Bermuda to be completed later this year (the “Redomiciliation”), we expect to propose certain governance changes, including a proposal to declassify the Board over a three-year phase-out period following completion of the Redomiciliation. The proposed Redomiciliation will NOT be voted upon at the Annual Meeting and we are NOT soliciting proxies to vote at the shareholder meetings related to the Redomiciliation at this time. A separate definitive proxy statement in connection with the various shareholder meetings to consider and vote on the proposed Redomiciliation will be sent to our shareholders at a later date. 2024 Board Composition Changes As we continue to mature as a public company, the composition of the Board has evolved as well. In connection with our initial public offering in 2018, we entered into a Shareholders Agreement (the “Shareholders Agreement”) with TPG Global, LLC (together with its affiliates, “TPG”), PAG Asia Capital (together with its affiliates, “PAG,” and collectively with TPG, the “Principal Shareholders”), and certain other shareholders. During 2024, each of the directors who had been nominated to serve pursuant to the Shareholders Agreement resigned from the Board or elected not to stand for re-election. Lincoln Pan and Anthony Miller, who had been nominated by PAG, each resigned from the Board effective March 18, 2024. Timothy Dattels, who had been nominated by TPG, elected not to stand for re-election at our 2024 annual general meeting, with his service as a director ending on May 16, 2024. Lastly, Jonathan Coslet, who had been nominated by TPG, resigned from the Board effective June 7, 2024. In March 2024 and June 2024, respectively, each of PAG and TPG waived further exercise of its director nomination rights under the Shareholders Agreement. Following the TPG waiver in June 2024, no shareholders that were a party to the Shareholders Agreement had any further right to nominate a director to the Board pursuant thereto and, as a result, the Shareholders Agreement automatically terminated in accordance with its terms. Mr. Vennam and Ms. McPeek were each appointed to the Board on March 18, 2024 to fill the vacancies left by Mr. Pan and Mr. Miller, respectively. Mr. White transitioned from Executive Chairman of the Board to non-Executive Chairman of the Board effective May 2, 2024. Also on May 2, 2024, the independent directors on the Board selected Ms. Williamson to become our new Lead Director (defined below) effective as of that date, succeeding Mr. Dattels in that role due to his decision to not stand for re-election. See “Compensation Discussion & Analysis—Chairman Transition” for more information on Mr. White’s transition to non-Executive Chairman.

  35. Director Compensation Program

    Director Compensation Program Directors who are employees of the Company or affiliated with any Principal Shareholder are not eligible to receive any additional compensation for their service as a director. Prior to May 2, 2024, 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.

  36. Director Compensation Program

    | Type of Compensation | Annual Cash Retainer | | Annual Board member retainer | $100,000 | | Additional compensation: | | | Audit Committee chair | $40,000 | | Compensation Committee chair | $25,000 | | NomGov Committee chair | $15,000 | | Audit Committee member (non-chair) | $10,000 | | Compensation Committee member (non-chair) | $10,000 | | NomGov Committee member (non-chair) | $5,000 |

  37. Director Compensation Program

    Based on the results of a market study regarding director compensation conducted under the direction of the Compensation Committee, effective May 2, 2024, the annual cash retainer for Board service was increased to $110,000 and the additional annual cash retainer for serving on the NomGov Committee was increased to $10,000. Additionally, as of May 2, 2024, the Compensation Committee confirmed that the Lead Director is entitled to an additional annual cash retainer of $40,000. Finally, as of May 2, 2024, the Board confirmed that the non-Executive Chairman of the Board is entitled to an additional annual cash retainer of $100,000. Thus, effective May 2, 2024, each Non-Employee Director was entitled to receive annual cash retainers for Board and committee service as set forth in the following table.

  38. Director Compensation Program

    | Type of Compensation as of May 2, 2024 | Annual Cash Retainer | | Annual Board member retainer | $110,000 | | Additional compensation: | | | Chairman | $100,000 | | Lead Director | $40,000 | | Audit Committee chair | $40,000 | | Compensation Committee chair | $25,000 | | NomGov Committee chair | $20,000 | | Audit Committee member (non-chair) | $10,000 | | Compensation Committee member (non-chair) | $10,000 | | NomGov Committee member (non-chair) | $10,000 |

  39. Director Compensation Program

    Directors do not earn fees for each meeting attended; however, they are reimbursed for reasonable out-of-pocket expenses relating to their service on the Board. In addition, in 2024 each Non-Employee Director was eligible to receive an annual restricted stock unit (“RSU”) award with a grant date value of $180,000, which will vest in full on the first anniversary of the date of grant. Awards granted to directors prior to May 16, 2024 were made under our Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan and awards granted on or after May 16, 2024 were made under our Second Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (the "Omnibus Director Plan"). Additionally, as of May 2, 2024, the Board approved that the non-Executive Chairman of the Board is eligible to receive an additional annual RSU award with a grant date value of $100,000. New Non-Employee 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 join the Board.

  40. Director Compensation Program

    | 22 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  41. Director Compensation Program

    Succession Planning 2024 Director Compensation Table The table below summarizes the compensation of each director who served on the Board in 2024 (other than Ms. MacKay, our CEO, and Mr. White, our current non-Executive Chairman, each of whose compensation is discussed in the Summary Compensation Table).

  42. Director Compensation Program

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Jonathan Coslet | — | — | — | | Timothy Dattels | — | — | — | | Anthony Miller | — | — | — | | Lincoln Pan | — | — | — | | Michelle Felman | $134,066 | $180,004 | $314,070 | | Jodie McLean | $136,002 | $180,004 | $316,006 | | Jennifer McPeek | $93,379 | $209,517 | $302,896 | | Angela Sun | $123,734 | $180,004 | $303,739 | | Rajesh Vennam | $93,379 | $209,517 | $302,896 | | Billie Williamson | $173,241 | $180,004 | $353,245 | | (1)The compensation in the table above reflects partial years of service on the Board and Board committee composition changes throughout 2024, where applicable. See “—Board Composition—2024 Board Composition Changes” above for more information on each individual’s dates of service on the Board. (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 (“Topic 718”), which is based on the closing price of our ordinary shares on the applicable grant date (March 18, 2024 and May 16, 2024 for Ms. McPeek and Mr. Vennam; and May 16, 2024 for Ms. Felman, Ms. McLean, Ms. Sun and Ms. Williamson). The aggregate number of outstanding stock awards held by our independent directors as of December 31, 2024 consisted of 15,451 for each of Ms. Felman, Ms. McLean, Ms. McPeek, Ms. Sun, Mr. Vennam and Ms. Williamson. | | | |

  43. Compensation Philosophy and Objectives

    | | | | | | | | | | | | | Attract and Retain Top Talent | | | Pay For Performance | | | Align with Shareholders’ Interests | | | •Benchmark compensation against the market to ensure competitiveness •Pay fairly based on role, contribution and performance •Drive transparency of compensation decisions through effective communication | | | •Base compensation on both business and individual performance •Incorporate corporate values into how individual performance is measured •Consider achievement of both short-term and long-term quantitative performance goals in incentive design | | | •Include equity as an important component of executives’ total compensation •Tie senior leaders’ equity awards to long-term metrics and shareholder interests •Subject senior leaders’ compensation to clawback and share ownership requirements •Cap pay to prevent excessive risk taking •Limit usage of perquisites | |

  44. Compensation-Setting Process

    Compensation-Setting Process 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. The Compensation Committee has asked Pay Governance to regularly provide independent advice on the following matters (among others): •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. Pay Governance does not provide any services to us other than the services provided to the Compensation Committee. 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 2024 peer group, which was approved by the Compensation Committee in May 2024, is set forth below. The only change from our 2023 peer group was to add Compass, Inc., which provides real estate brokerage services in the United States and operates an integrated suite of software for the real estate industry. The Compensation Committee believed this change to be beneficial because increasing the peer group size enhances the robustness of peer group market data and allows the Company to better withstand potential peer group consolidation.

  45. Compensation-Setting Process

    | Peer Group | | AECOM | | Anywhere Real Estate Inc. | | Boston Properties, Inc. | | CBRE Group, Inc. | | CGI Inc. | | Colliers International Group Inc. | | Compass, Inc. | | DXC Technology Company | | EMCOR Group, Inc. | | Fluor Corporation | | Jacobs Solutions Inc. | | Jones Lang LaSalle Incorporated | | KBR, Inc. | | ManpowerGroup Inc. | | Newmark Group, Inc. | | Unisys Corporation | | Vornado Realty Trust |

  46. Compensation-Setting Process

    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.

  47. Chairman Transition

    Chairman Transition On May 2, 2024, based on the recommendation of the NomGov Committee, the Board approved Mr. White’s transition from Executive Chairman of the Board to non-Executive Chairman of the Board effective as of such date (the “Transition”). Following the Transition, Mr. White has served as Chairman in a non-executive, non-employee capacity. In connection with the Transition, the Board approved that Mr. White’s outstanding and unvested equity awards at the time of the Transition would not be forfeited under the applicable equity incentive plan and/or award agreements and instead would remain outstanding and eligible to continue vesting in accordance with the terms set forth in the applicable equity incentive plan and/or award agreements, provided that Mr. White continues to provide a commensurate level of service to the Company through the applicable vesting dates. In the event that Mr. White ceases to provide such level of service to the Company, he shall not be entitled to any severance or termination pay or benefits and any equity awards that are outstanding and unvested as of such date shall immediately be forfeited on such date, and Mr. White shall have no further rights with respect thereto. This approval constituted a material modification of his outstanding and unvested equity awards under Topic 718, and accordingly the value of the modified awards is required to be included in the 2024 Summary Compensation Table and other disclosures. The Board believed the modification was in the best interest of the Company because it ensured Mr. White’s continued strategic guidance to the Company and maintained the existence of his skills and experience on the Board.

  48. Chairman Transition

    | Pay Component | Purpose & Key Features | Primary Drivers/Metrics | | Base Salary | •Compensates for expected day-to-day responsibilities •Provides competitive pay to attract and retain executives •Delivered in cash | •Market pay rates and desired compensation position with respect to our peer group •Qualifications, experience and tenure •Scope of responsibilities •Individual performance •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 •Individual performance criteria | | Long Term Equity Awards | •Long-term, partially 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, or 100% PRSUs for top executives | •Three-year cumulative Strategic Cash Generation performance •Three-year cumulative Strategic Cost Efficiency performance | | 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 |

  49. Chairman Transition

    Annual Incentive Compensation Each year, our executive officers are eligible to receive annual cash incentive awards under our Annual Incentive Plan (“AIP”). 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 2024 bonus targets for each Named Executive Officer.

  50. Chairman Transition

    | Named Executive Officer | 2024 Target Cash Bonus | | Ms. MacKay | $2,500,000 | | Mr. Johnston(1) | $900,000 | | Mr. McDonald | $1,700,000 | | Mr. Robinson | $1,000,000 | | Ms. Perkins | $522,000 | | Mr. White(2) | N/A | | (1)Effective January 1, 2024, the Compensation Committee approved that the target annual bonus opportunity for Mr. Johnston would be increased from $600,000 to $900,000 (with a maximum annual bonus opportunity of 200% of such target amount), to better align Mr. Johnston’s total compensation with the market. (2)Mr. White was not eligible for a bonus for his service in 2024. See “—Employment Arrangements” below. | |

  51. Chairman Transition

    2024 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 2024 AIP for Named Executive Officers, the following performance measure was used:

  52. Chairman Transition

    | Target AIP Awardx | Funding Level of Compensation EBITDA Metric (0% - 200%)x | Individual Performance Modifier (80% - 120%) | = | Final Payout (0% - 200%) |

  53. Chairman Transition

    | Named Executive Officer | 2024 Actual AIP Payment | AIP Payment as Percentage of AIP Target | | | Ms. MacKay | $2,500,000 | | 100% | | Mr. Johnston | $900,000 | | 100% | | Mr. McDonald | $1,700,000 | | 100% | | Mr. Robinson | $1,000,000 | | 100% | | Ms. Perkins | $522,000 | | 100% | | Mr. White | $0 | | N/A |

  54. Chairman Transition

    Long-Term Incentive Compensation At the beginning of each year, the Compensation Committee (and the Board for the CEO) determines the design, metric(s), and targets for the equity awards granted to each Named Executive Officer. Fundamentally, the Compensation Committee believes that long-term equity programs should be achievable, but should also incentivize and hold recipients accountable for Company performance. In addition, the Compensation Committee generally does not exercise discretion to change the terms of a grant once issued. Thus, any award granted should withstand the changes in circumstance that occur over the vesting period. Because of the relative volatility of the Company’s sector and the impact of exogenous factors that are difficult for our management to control, in recent years the Compensation Committee has elected to refine certain components of the LTIP design prior to each annual grant being made. Given the Company's ongoing strategic transformation, the Compensation Committee has elected to emphasize different performance metrics in different grant cycles to reflect the evolution of our focus areas. Several years ago, the Compensation Committee was focused on strategic cost management. However, more recently the Compensation Committee has been focused on deleveraging and growth. In addition, given the challenges attendant to making forward-looking macroeconomic predictions, at times the Compensation Committee has chosen to use targets tied to shorter performance periods that remain subject to a longer overall vesting schedule or that are subject to a performance modifier that applies over the longer period. As such, in 2024 the Compensation Committee decided to increase the proportion of awards that are subject to performance conditions for certain Named Executive Officers, but in exchange for the heightened compensation uncertainty, the Compensation Committee also increased the maximum payout opportunity.

  55. Chairman Transition

    | Aggregate Weighted Payout | Weight | Metric Payout of Target | rTSR Modifier | Weighted Payout | | Adjusted EBITDA Margin Performance | 50% | 50.1% | 100% | 25.0% | | Adjusted EBITDA Growth | 50% | 43.4% | 100% | 21.7% | | AGGREGATE WEIGHTED VESTING PERCENTAGE | | | | 46.7% |

  56. Chairman Transition

    | | 2022 PRSUs at Target | Aggregate Payout | Shares Vested | | Ms. MacKay | 67,928 | 46.7% | 31,722 | | Mr. Johnston | 48,998 | 46.7% | 22,882 | | Mr. McDonald | 62,361 | 46.7% | 29,123 | | Mr. Robinson | 17,817 | 46.7% | 8,321 | | Mr. White | 222,717 | 46.7% | 104,009 |

  57. Chairman Transition

    2024 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms In 2024, our long-term incentive program consisted of a combination of time-vesting RSUs and performance-vesting RSUs (“PRSUs”). The 2024 awards for our Named Executive Officers other than Mr. White were granted under our Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan (as further amended, the “Omnibus Management Plan”). The 2024 awards for Mr. White were granted under the Omnibus Director Plan following the Transition to non-Executive Chairman. The following table summarizes the mix of time-vesting RSUs and PRSUs granted to each Named Executive Officer in 2024. The mix for all Named Executive Officers in 2023 was 50% time-vesting RSUs and 50% PRSUs.

  58. Chairman Transition

    | Named Executive Officer | Time-Vesting RSUs (% of award) | | PRSUs (% of award) | | | Ms. MacKay | | 0% | | 100% | | Mr. Johnston | | 0% | | 100% | | Mr. McDonald | | 0% | | 100% | | Mr. Robinson | | 0% | | 100% | | Ms. Perkins | | 50% | | 50% | | Mr. White(1) | | 100% | | 0% | | (1)Mr. White was not granted any long-term incentive compensation during his 2024 tenure as Executive Chairman. Following the Transition, Mr. White was eligible to receive equity incentive awards having a grant date fair value of $290,000 as part of his non-employee director compensation, pro-rated for time served in that role. All equity incentive awards received by Mr. White as non-Executive Chairman in 2024 were time-vesting RSUs that vest on the first anniversary of the grant date in accordance with our Omnibus Director Plan. See “Corporate Governance—Director Compensation Program,” “—Chairman Transition” and “—Employment Arrangements” for more information. | | | | |

  59. Chairman Transition

    In 2024, our long-term incentive compensation program was designed to specifically incent our top executives to achieve the critical financial metrics foundational to the strategic plan approved by the Board in 2023. With the appointment of Ms. MacKay as CEO in 2023, 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, including a focus on reducing leverage. Consequently, these awards are tied to two performance metrics: Strategic Cash Generation (weighted at 75%) and Strategic Cost Efficiency (weighted at 25%), each discussed in more detail below. The performance period for each metric is the cumulative three-year period from 2024 to 2026. Further, 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, in 2024 the long-term incentive awards that were granted to each of Ms. MacKay, Mr. Johnston, Mr. McDonald and Mr. Robinson were comprised entirely of PRSUs. We refer to these awards as the “Senior Tier Awards.” Because of the higher degree of compensation risk inherent in an equity grant that is 100% dependent upon Company performance and the fact that no interim time-based vesting would occur, the Compensation Committee felt it appropriate to provide a greater incentive for reaching the maximum performance goal, discussed in more detail below. The long-term incentive awards that were granted to other senior officers, including Ms. Perkins, have a different design. The mix of RSUs granted to Ms. Perkins in 2024 was 50% time-vesting RSUs and 50% PRSUs. The PRSUs granted to Ms. Perkins are tied to the same two performance metrics, Strategic Cash Generation and Strategic Cost Efficiency, but with each metric weighted at 50% and with a lower maximum payout opportunity. Like the Senior Tier Awards, the performance period for each metric for Ms. Perkins’s awards is cumulative over three years.

  60. Chairman Transition

    | | | Grants to MacKay, Johnston, McDonald and Robinson | | Grant to Perkins | | | LTIP Component | Performance Linkage | Weighting of Grant Value | Vesting Conditions | Weighting of Grant Value | Vesting Conditions | | PRSUs | •Incentivizes achievement of long-term growth goals •Tied to long-term shareholder value •Supports retention | 100% | 3-year cumulative performance period Vesting tied: •75% to achievement of a Strategic Cash Generation metric and •25% to achievement of a Strategic Cost Efficiency metric. Subject to continued employment through the third anniversary of grant date Maximum payout: 287.5% of target | 50% | 3-year cumulative performance period Vesting tied: •50% to achievement of a Strategic Cash Generation metric and •50% to achievement of a Strategic Cost Efficiency metric. Subject to continued employment through the third anniversary of grant date Maximum payout: 200% of target | | Time-Based RSUs | •Tied to share price performance and long-term shareholder value •Supports retention | 0% | N/A | 50% | 3-year ratable vesting, subject to continued employment through applicable vesting dates |

  61. Chairman Transition

    “Strategic Cash Generation” is a measure of (a) the cash generated by the Company through monetization of assets (including net cash generated through the monetization of non-core/small assets) plus (b) the Company’s Free Cash Flow, adjusted for material one-time events. “Free Cash Flow” means the Company’s operating cash flow less CapEx for payment for property and equipment. Material one-time events include (i) extraordinary Cost to Achieve (CTA), (ii) exceptional broker recruiting and retention investments/acquisitions, (iii) significant working capital increases associated with new contracts or decreases associated with lost contracts, and (iv) other items in the Compensation Committee’s discretion. Adjustments will also be made for currency rate fluctuations, as approved by the Compensation Committee. “Strategic Cost Efficiency” is a measure of permanent cost savings achieved by the Company, 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 on a cumulative basis over the three-year performance period (2024, 2025 and 2026). For the Senior Tier Awards, the payout for the PRSUs subject to the Strategic Cash Generation metric ranges from 50% to 300% of target and the payout for the PRSUs subject to the Strategic Cost Efficiency metric ranges from 50% to 250% of target. For the awards granted to Ms. Perkins, the payout for each metric ranges from 50% to 200% of target. For all awards, 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 any two levels above the minimum threshold. For the 2024 PRSUs, the financial targets for the cumulative three-year period for each performance metric were set in 2024. Specific details related to the financial targets will not be released due to their commercial sensitivity. The goals and the results will be released after the performance period is complete.

  62. Chairman Transition

    2024 Target Award Values In February 2024, each of the Named Executive Officers other than Mr. White received an annual long-term incentive equity grant. The following table summarizes the target equity award values of each Named Executive Officer in 2024 and 2023.

  63. Chairman Transition

    | Named Executive Officer | 2024 Target Award Values | 2023 Target Award Values | | Ms. MacKay | $5,500,000 | $4,275,000(1) | | Mr. Johnston | $2,200,000 | $2,200,000 | | Mr. McDonald | $3,850,000 | $3,325,000(2) | | Mr. Robinson | $1,000,000 | $800,000 | | Ms. Perkins | $900,000 | $1,500,000(3) | | Mr. White | N/A(4) | $10,000,000 | | (1)Includes Ms. MacKay’s annual award in February 2023 plus an additional equity award upon her promotion to CEO in July 2023. (2)Includes Mr. McDonald’s annual award in February 2023 plus an additional equity award upon his promotion to Global President & COO in July 2023. (3)Represents an equity signing bonus when Ms. Perkins joined the Company in July 2023. (4)The equity awards granted to Mr. White after the Transition are valued at $290,702, representing the full equity grant value for his director service between May 16, 2024 and the Annual Meeting, plus a pro-rated award for the stub period between May 2, 2024 and May 15, 2024. See “Corporate Governance—Director Compensation Program” and “—Employment Arrangements” for more information about Mr. White. | | |

  64. Chairman Transition

    2025 Long Term Incentive Award Design In February 2025, the Compensation Committee (and the Board for the CEO) approved the terms of the 2025 RSU grants to the Named Executive Officers. The Compensation Committee determined not to retain the unique design that was developed for the 2024 awards. The mix of time-based RSUs versus PRSUs reverted to 50%/50% for all Named Executive Officers in 2025. Additionally, to shift towards a focus on growth, the performance metric for the 2025 PRSUs was set as Adjusted EPS, with three one-year performance periods with targets that will be set by the Compensation Committee each year. A +/- 20% relative TSR modifier will also be applied to the performance metric, with the relative TSR multiplier to be measured on a cumulative basis over the three-year performance period. “Adjusted EPS” means adjusted diluted earnings per share as reported externally with additional adjustments made in the Compensation Committee’s discretion. “Relative TSR” means the Company’s total shareholder return relative to the companies in the Russell 2000. The Compensation Committee believes moving to an Adjusted EPS metric supports the Company’s shift towards accelerating growth and will fully align our senior leadership to our shareholders. The Compensation Committee also believes the annual goal-setting structure gives the Compensation Committee the ability to set performance incentives that are more closely aligned with the Company’s business plans. The 2025 PRSUs provide for a maximum payout of 150% for all Named Executive Officers. Health, Welfare, Retirement and Other Employee Benefits We provide benefits to our Named Executive Officers who are employees of the Company on the same basis as all of our full-time employees. These benefits include 401(k) retirement savings, medical, pharmacy, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. Perquisites and Other Personal Benefits To help attract and retain talented executives, the Company recognizes the need to provide a competitive level of executive perquisites as part of its executive compensation program. Accordingly, pursuant to our Executive Perquisite Policy approved by the Compensation Committee in July 2024, the Company may make limited perquisites available to its executive officers. The methodology for setting these perquisite levels is driven primarily by competitive practice, business necessity, corporate culture and financial considerations. In 2024, the only perquisite offered to our Named Executive Officers was financial planning services, which the Compensation Committee elected to provide after consulting with Pay Governance, reviewing peer data and understanding the overall cost (which the Compensation Committee deemed to be modest). The Compensation Committee believes the Company benefits from providing this perquisite to its Named Executive Officers because it enables them to be more productive, efficient and potentially less distracted from their Cushman & Wakefield-related activities. The Compensation Committee believes that the perquisites and personal benefits that we currently provide are a reasonable component of our overall executive compensation program and are consistent with market practice. We may provide other perquisites or other personal benefits in the future to achieve similar goals, subject to compliance with the Executive Perquisite Policy and approval by the CEO and the Compensation Committee.

  65. Chairman Transition

    Compensation-Related Risk Assessment Employment Agreements and Severance Arrangements Each of Ms. MacKay, Mr. Johnston, Mr. McDonald, Mr. Robinson and Ms. Perkins is party to an offer letter with the Company which are described in more detail under “—Employment Arrangements” below. Mr. White was party to an offer letter with the Company until May 2, 2024 when he transitioned to non-Executive Chairman and ceased to be an employee of the Company. 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”). The severance benefits for Ms. MacKay and Mr. McDonald are more fully described below under “—Employment Arrangements.” Mr. White is not eligible to receive any severance benefits upon a termination of his service as a director beyond what is set forth in his RSU agreements with respect to the treatment of such equity awards. Mr. Johnston, Mr. Robinson and Ms. Perkins are each 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.

  66. Practices Related to the Grant of Equity Awards

    Practices Related to the Grant of Equity Awards The Company did not grant any options, stock appreciation rights or similar instruments in 2024. In August 2024, the Board adopted a Policy and Procedures for the Granting of Equity-Based Awards (the “Equity Grant Policy”). Among other things, the Equity Grant Policy provides that equity-based awards (including RSUs) issued to officers and employees are granted during open trading windows to minimize the risk of grant decisions being made when in possession of material, non-public information. Generally, (i) annual grants of equity-based awards are made on the date on which the Board approves the CEO annual award grants (which is typically the date of the Board meeting held in the first quarter) and (ii) new hire grants of equity-based awards are made on the opening date of the next quarterly trading window.

  67. The Compensation Committee

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | MICHELLE MACKAY, CEO | 2024 | 1,000,000 | — | 6,151,551 | 2,500,000 | 30,800 | 9,682,351 | | | 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 | | NEIL JOHNSTON, EVP & CFO | 2024 | 600,000 | — | 2,483,629 | 900,000 | 13,800 | 3,997,429 | | | 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 | | ANDREW MCDONALD, Global President & COO | 2024 | 900,000 | — | 4,321,694 | 1,700,000 | 13,800 | 6,935,494 | | | 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 | | NATHANIEL ROBINSON, EVP, Chief Investment & Strategy Officer | 2024 | 500,000 | — | 1,103,137 | 1,000,000 | 13,800 | 2,616,937 | | NOELLE PERKINS, EVP, Chief Legal Officer & Secretary | 2024 | 580,000 | — | 1,216,319 | 522,000 | 27,800 | 2,346,119 | | | 2023 | 278,846 | 300,000 | 1,002,139 | 133,941 | 4,462 | 1,719,388 | | BRETT WHITE,(1) Former Executive Chairman (and current non-Executive Chairman) | 2024 | 307,616 | — | 8,478,230(4) | — | — | 8,785,846(7) | | | 2023 | — | — | 6,823,616 | — | 33,350 | 6,856,966 | | | 2022 | — | — | 10,572,376 | — | 32,918 | 10,605,294 | | (1)Mr. White served as our Executive Chairman until May 2, 2024 and on that date transitioned to our non-Executive Chairman. See “—Chairman Transition.” In accordance with SEC rules, this table reports all compensation paid to Mr. White in 2024: both when he served as Executive Chairman between January 1, 2024 and May 1, 2024 and when he served as a non-employee director of the Company between May 2, 2024 and December 31, 2024. (2)For Mr. White, the amount in the “Salary” column represents: (a) $168,000 in annual cash compensation earned as our Executive Chairman until May 2, 2024 (the “Transition Date”), and (b) $139,616 in fees earned in cash as a non-employee director (representing the pro-rated portion of (i) the $110,000 base cash retainer for non-employee directors plus (ii) an additional $100,000 annual retainer for serving as our non-Executive Chairman). (3)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 Topic 718. The “Stock Awards” column includes the value of time-vesting awards and performance-vesting awards. With respect to the PRSUs granted in 2024, the amounts represent the fair value of the PRSUs at the grant date assuming the target level of performance conditions are achieved. If we assumed the maximum level of performance conditions are achieved, the amounts for this column would be $17,115,610, $6,892,262, $12,012,134, $3,081,278, $1,982,639 and $13,046,570 for Ms. MacKay, Mr. Johnston, Mr. McDonald, Mr. Robinson, Ms. Perkins and Mr. White, respectively. For the assumptions used in valuing the 2024 awards for purposes of computing this expense, please see Note 13 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2024. 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) were 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) were not considered granted until the respective performance goals were established. The performance goals for the 2023 PRSU (Tranche B) were set in February 2024. Accordingly, the grant date fair value of the 2023 PRSU (Tranche B) is also reported in the Stock Awards column for 2024. The fair values of the 2023 PRSU (Tranche B) 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, 2024. The performance goals for the 2023 PRSU (Tranche C) were established in February 2025 and the grant date fair value of those stock awards will be reported in the Stock Awards column next year. For additional information on Mr. White’s stock-based awards, see Footnote 4 below. (4)In connection with the Transition, the Board approved that Mr. White’s then outstanding and unvested equity awards would not be forfeited under the applicable equity incentive plan and/or award agreements but would remain outstanding and eligible to continue vesting in accordance with their terms, provided that Mr. White continues to provide a commensurate level of service to the Company through the applicable vesting dates. This approval constituted a material modification under Topic 718. Accordingly, under SEC rules, this column for Mr. White also includes the incremental fair value of the modified awards at the date of modification ($6,898,290), based on the probable outcome of the performance conditions at the date of modification. If we assumed maximum achievement of the remaining performance conditions for such modified awards (and using actual achievement levels available as of the modification date), the incremental fair value would be $10,177,393. The amount in this column for Mr. White also includes $290,702, which represents the aggregate grant date fair value of (a)(i) the $180,000 annual RSU grant for non-employee directors plus (ii) an additional $100,000 RSU grant for serving as our non-Executive Chairman; and (b) a pro-rated grant for the time period from the Transition Date to the date of the 2024 award grant, in each case, as computed in accordance with Topic 718. | | | | | | | |

  68. 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. A&R Severance Plan Each of Mr. Johnston, Mr. Robinson and Ms. Perkins are entitled to certain benefits under our A&R Severance Plan and their RSU award agreements that we believe are in line with market practice. In the event Mr. Johnston, Mr. Robinson or Ms. Perkins experiences an “Involuntary Termination” of employment (as defined in the A&R Severance Plan), he or she will be eligible to receive the following severance benefits, subject to the Named Executive Officer’s execution of a valid release: (a) an amount equal to the sum of (i) 1.0 times his or her annual base salary plus (ii) 1.0 times his or her target annual bonus for the year in which the termination occurs (such sum, the “Cash Severance Benefit”), (b) a discretionary, pro-rated annual bonus for the year in which the termination occurs, payable at the same time annual bonuses are paid to other similarly situated employees, (c) subsidized continued health coverage for 12 months, (d) reimbursement for outplacement services up to a maximum of $25,000, and (e) accelerated pro-rata vesting of outstanding and unvested RSUs, with the vesting of PRSUs generally 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). The Cash Severance Benefit will be payable in substantially equal installments over 12 months following such Named Executive Officer’s termination of employment, in accordance with the Company’s normal payroll practices. In the event Mr. Johnston’s, Mr. Robinson’s or Ms. Perkins’s employment is terminated by the Company through an Involuntary Termination or he or she resigns for good reason, in either case, on or within two years after a change in control, he or she will be eligible to receive the following severance benefits, subject to the Named Executive Officer’s execution of a valid release: (i) an amount equal to the sum of (A) 2.0 times his or her then-current base salary plus (B) 2.0 times his or her target annual bonus for the year in which the termination occurs (such sum, the “Change in Control Cash Severance Benefit”), (ii) a discretionary, pro-rated annual bonus for the year in which the termination occurs, payable at the same time annual bonuses are paid to other similarly situated employees, (iii) subsidized continued health coverage for 24 months, (iv) reimbursement for outplacement services up to a maximum of $25,000, and (v) if the acquirer assumed the outstanding RSU awards in the change in control transaction, accelerated vesting in full of his or her outstanding and unvested RSU awards, with the vesting of any PRSUs generally determined based on the Company’s actual achievement of the applicable performance metrics for any completed calendar years in the performance period and at target levels of achievement for any calendar year in the performance period that has not been completed as of the termination. The Change in Control Cash Severance Benefit will be payable in substantially equal installments over 24 months following such Named Executive Officer’s termination of employment. In the event there is a change in control in which the acquirer does not assume the Company’s outstanding RSU awards, generally the award agreements provide that the RSU awards will accelerate and vest immediately prior to such change in control, with the vesting of any PRSUs generally determined based on the Company’s actual achievement of the applicable performance metrics for any completed calendar years in the performance period and at target levels of achievement for any calendar year in the performance period that has not been completed as of the change in control. In the event that Mr. Johnston’s, Mr. Robinson’s or Ms. Perkins’s employment is terminated due to their death or “disability” (as defined in the applicable RSU award agreements), the RSU agreements provide that the RSUs will vest immediately, with the vesting of any PRSUs determined at target levels of performance, provided that any grants made less than a year prior would vest on a pro-rated basis. The severance benefits for Ms. MacKay and Mr. McDonald are more fully described under “—Employment Arrangements” above. Pursuant to the terms of the White Offer Letter, 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.

  69. Potential Payments Upon Termination or Change in Control

    | 58 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  70. Potential Payments Upon Termination or Change in Control

    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, 2024, and assuming a share price of $13.08 per share, the closing price of our ordinary shares on the last business day of 2024. 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.

  71. Potential Payments Upon Termination or Change in Control

    | | Ms. MacKay | Mr. Johnston | Mr. McDonald | Mr. Robinson | Ms. Perkins | Mr. White(9) | | Termination without Cause Not in Connection with Change in Control | | | | | | | | Cash Severance | $4,000,000 | $1,500,000 | $2,600,000 | $1,500,000 | $1,102,000 | — | | Annual Bonus(1) | $2,500,000 | $900,000 | $1,700,000 | $1,000,000 | $522,000 | — | | Accelerated Vesting of RSU Awards(2) | $27,960,436 | $4,964,776 | $19,885,210 | $2,055,836 | $2,354,256 | — | | Health and Welfare Benefits(3) | $29,746 | $176 | $19,831 | $19,831 | $11,691 | — | | Outplacement Services(4) | $25,000 | $25,000 | $25,000 | $25,000 | $25,000 | — | | TOTAL | $34,515,182 | $7,389,952 | $24,230,041 | $4,600,667 | $4,014,947 | — | | Termination without Cause in Connection with Change in Control(5) | | | | | | | | Cash Severance | $7,000,000 | $3,000,000 | $5,200,000 | $3,000,000 | $2,204,000 | — | | Annual Bonus(1) | $2,500,000 | $900,000 | $1,700,000 | $1,000,000 | $522,000 | — | | Accelerated Vesting of RSU Awards(6) | $27,137,861 | $11,287,255 | $19,289,691 | $4,855,819 | $4,562,723 | $9,834,944 | | Health and Welfare Benefits(3) | $39,662 | $351 | $39,662 | $39,662 | $23,382 | — | | Outplacement Services(4) | $25,000 | $25,000 | $25,000 | $25,000 | $25,000 | — | | TOTAL | $36,702,523 | $15,212,606 | $26,254,353 | $8,920,481 | $7,337,105 | $9,834,944 | | Death or Disability | | | | | | | | Cash Severance | — | — | — | — | — | — | | Annual Bonus | — | — | — | — | — | — | | Accelerated Vesting of RSU Awards(7) | $7,298,025 | $3,445,311 | $5,465,609 | $1,325,436 | $2,325,467 | $12,030,670 | | Health and Welfare Benefits | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | | TOTAL | $7,298,025 | $3,445,311 | $5,465,609 | $1,325,436 | $2,325,467 | $12,030,670 | | Change in Control Not in Connection with a Termination Where Awards Are Not Assumed(8) | | | | | | | | Cash Severance | — | — | — | — | — | — | | Annual Bonus | — | — | — | — | — | — | | Accelerated Vesting of RSU Awards | $12,886,377 | $5,573,244 | $9,304,550 | $2,287,967 | $3,574,162 | $12,592,234 | | Health and Welfare Benefits | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | | TOTAL | $12,886,377 | $5,573,244 | $9,304,550 | $2,287,967 | $3,574,162 | $12,592,234 | | (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, 2024, and (y) for the PRSUs, we have included the value of all outstanding and unvested PRSUs as if they vested as of December 31, 2024 generally using actual performance levels for any completed calendar years and target performance levels for incomplete calendar years (and for the 2024 PRSUs, using the average of cumulative achievement for each metric for the years completed in the performance period, multiplied by three). For each of Mr. Johnston, Mr. Robinson and Ms. Perkins, upon an Involuntary Termination, the A&R Severance Plan provides for accelerated pro-rata vesting of outstanding and unvested RSUs, with the vesting of PRSUs generally 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 (and for the 2024 PRSUs, based on the average of cumulative achievement for each metric for the years completed in the performance period, multiplied by three). | | | | | | |

  72. Potential Payments Upon Termination or Change in Control

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 59 |

  73. Potential Payments Upon Termination or Change in Control

    | (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, 2024. (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. Generally, the vesting of PRSUs would be 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 (and for the 2024 PRSUs, based on the average of cumulative achievement for each metric for the years completed in the performance period, multiplied by three). For Mr. White, pursuant to the White Executive Grants, if Mr. White is terminated without cause following a change in control, Mr. White’s unvested and outstanding PRSUs under the White Executive Grants would vest upon the termination without cause and the outstanding time-vesting RSUs would be forfeited. For the White Director RSUs, in the event Mr. White’s service as a director terminates in connection with a change of control, as determined by the Company in its sole discretion, the White Director RSUs would accelerate and vest in full as of such termination. (7)Generally speaking, the RSU agreements for the Named Executive Officers provide that in the event an individual’s service is terminated due to their death or disability, the individual’s outstanding and unvested RSUs will vest immediately, with the vesting of any PRSUs determined at target levels of performance, provided that any grants made less than a year prior would vest on a pro-rated basis. For Mr. White, the White Director RSUs will not vest in the event of a death or disability. (8)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, with the vesting of any PRSUs generally 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. (9)Mr. White ceased to be an executive officer of the Company as of the date of the Transition. No amounts were paid out to Mr. White as of such date. In his current role as non-Executive Chairman, Mr. White is not a participant in our A&R Severance Plan but he remains entitled to equity acceleration benefits provided under his RSU agreements. We have elected to include this column to summarize such acceleration benefits. |

  74. 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 2024. 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 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 2024, 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 2024, we determined that our median employee’s total compensation, calculated in accordance with Item 402(c) of Regulation S-K, was $60,105, which includes base, bonus and company 401(k) match. Based upon this methodology and the CEO’s total compensation of $9,682,351 in 2024, as set forth in the Summary Compensation Table, we estimate the ratio of our CEO pay to the median worker’s pay is 161:1. 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.

  75. CEO Pay Ratio

    | 60 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  76. CEO Pay Ratio

    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.”

  77. CEO Pay Ratio

    | | Summary Compensation Table Total for CEO(1) | Summary Compensation Table Total for CEO(2) | Compensation Actually Paid to CEO(3) | Compensation Actually Paid to CEO(4) | Average Summary Compensation Table Total for Non-CEO NEOs(5) | Average Compensation Actually Paid to Non-CEO NEOs(6) | Value of Initial Fixed $100 Investment Return on: | | | | | Year | | | | | | | CWK TSR(7) | Peer Group TSR(8) | Net Income (Loss) | Compensation EBITDA(9) | | (a) | (b)(i) | (b)(ii) | (c)(i) | (c)(ii) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $9,682,351 | | $12,644,306 | | $4,936,365 | $4,879,543 | $64 | $163 | $131,300,000 | $591,000,000 | | 2023 | $4,668,810 | $5,326,223 | $3,809,627 | $3,785,709 | $3,686,033 | $2,842,435 | $53 | $128 | $(35,400,000) | $581,300,000 | | 2022 | $8,587,627 | | $1,753,622 | | $5,909,537 | $1,579,668 | $61 | $103 | $196,400,000 | $963,000,000 | | 2021 | $19,990,492 | | $30,999,620 | | $4,632,973 | $6,962,418 | $109 | $167 | $250,000,000 | $877,000,000 | | 2020 | $9,056,207 | | $469,965 | | $2,429,455 | $771,103 | $73 | $94 | $(220,500,000) | $450,000,000 | | (1)The dollar amounts reported in column (b)(i) are the amounts of total compensation reported in the Summary Compensation Table for Ms. MacKay in 2024 and 2023, John Forrester in 2022, and Mr. White in 2021 and 2020, respectively. (2)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 amount reported in column (b)(ii) is the amount of total compensation reported in the Summary Compensation Table for Mr. Forrester in 2023. (3)The dollar amounts reported in column (c)(i) represent the amount of “compensation actually paid” to (a) Ms. MacKay in 2024 and 2023, (b) Mr. Forrester in 2022, and (c) Mr. White in 2021 and 2020. 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 Ms. MacKay’s total compensation in 2024 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718. | | | | | | | | | | |

  78. CEO Pay Ratio

    | | 2024 (MacKay) | | SCT Total Compensation | $9,682,351 | | Less: Stock Award Values Reported in SCT for the Covered Year | $(6,151,551) | | Plus: Year End Fair Value of Stock Awards Granted in the Covered Year | $8,614,001 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $721,560 | | 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 | $(222,055) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | $— | | Compensation Actually Paid | $12,644,306 | | (4)We had two CEOs in fiscal year 2023. The dollar amount reported in column (c)(ii) represents the amount of “compensation actually paid” to Mr. Forrester in 2023. (5)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 2024, Mr. Johnston, Mr. McDonald, Mr. Robinson, Ms. Perkins and Mr. White, (ii) for 2023, Mr. Johnston, Mr. White, Mr. McDonald and Ms. Perkins; (iii) for 2022, Mr. Johnston, Mr. White, Ms. MacKay and Mr. McDonald; (iv) for 2021, Duncan Palmer, Mr. Johnston, Mr. Forrester, Ms. MacKay and Mr. Robinson; and (v) for 2020, Mr. Palmer, Mr. Forrester, Ms. MacKay and Brett Soloway. | |

  79. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 61 |

  80. CEO Pay Ratio

    | (6)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 2024 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718. |

  81. CEO Pay Ratio

    | | Non-CEO NEO Average | | | 2024 | | SCT Total Compensation | $4,936,365 | | Less: Stock Award Values Reported in SCT for the Covered Year | $(3,520,602) | | Plus: Year End Fair Value of Stock Awards Granted in the Covered Year | $4,905,202 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $262,733 | | 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 | $(105,512) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | $(1,598,643) | | Compensation Actually Paid | $4,879,543 | | (7)Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period (including reinvestment of dividends) by the Company’s share price at the beginning of the measurement period. (8)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 four global commercial real estate services companies publicly traded in the United States: Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), Colliers International Group Inc. (NASDAQ: CIGI) and Newmark Group Inc. (NASDAQ: NMRK). This is the same peer group as reported in the Company’s Form 10-K for 2024. The Company updated its peer group in 2024. The previous peer group (the “Prior Peer Group”) excluded Newmark Group Inc., which was added in 2024 as a result of its increase in size and expansion of services offered in recent years. The TSR for the Prior Peer Group for each respective year reported in the table above is as follows: $166 for 2024, $130 for 2023, $116 for 2022, $173 for 2021 and $99 for 2020. (9)Adjusted EBITDA is defined as net income (loss) plus depreciation and amortization, interest expense, net of interest income, and provision for income taxes, and adjusted for 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, gains from insurance proceeds and other non-recurring items. Compensation EBITDA is defined as Adjusted EBITDA further adjusted for (a) currency rate fluctuations and (b) 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. | |

  82. CEO Pay Ratio

    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 competitive, tied to 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 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.

  83. CEO Pay Ratio

    | 62 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  84. CEO Pay Ratio

    COMPENSATION ACTUALLY PAID AND TSRs

  85. CEO Pay Ratio

    | | CEO (Year-End) | | Average for Non-CEO NEOs | | Company TSR | | Peer Group TSR |

  86. CEO Pay Ratio

    COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS)

  87. CEO Pay Ratio

    | | CEO (Year-End) | | Average for Non-CEO NEOs | | Net Income (Loss) |

  88. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 63 |

  89. CEO Pay Ratio

    COMPENSATION ACTUALLY PAID AND COMPENSATION EBITDA

  90. CEO Pay Ratio

    | | CEO (Year-End) | | Average for Non-CEO NEOs | | Compensation EBITDA |

  91. CEO Pay Ratio

    Financial Performance Measures The metrics that the Company uses for both our AIP and our long-term incentive plan are selected based on an objective of achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s Named Executive Officers to the Company’s performance for the most recently completed year are as follows:

  92. CEO Pay Ratio

    | Most Important Performance Measures | | Compensation EBITDA | | Strategic Cash Generation | | Strategic Cost Efficiency |

  93. CEO Pay Ratio

    | 64 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  94. CEO Pay Ratio

    | | | | | ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS |

  95. CEO Pay Ratio

    In accordance with SEC rules, we are asking you to approve, on an advisory basis, a resolution on the compensation paid to our Named Executive Officers as reported in this Proxy Statement. This say-on-pay proposal gives you the opportunity to provide feedback on our 2024 executive compensation program for our Named Executive Officers. In deciding how to vote on this proposal, the Board encourages you to review the Compensation Discussion and Analysis in this Proxy Statement for a detailed description of our executive compensation practices, philosophy and objectives. This year’s say-on-pay proposal is not intended to address any specific item of compensation, but rather the overall compensation that was paid in 2024 to our Named Executive Officers resulting from our compensation practices, philosophy and objectives as described in this Proxy Statement. Because your vote on this proposal is advisory, it will not be binding upon the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by our shareholders and will review the voting results on this proposal in connection with their ongoing evaluation of our executive compensation program. The text of the resolution in respect of Proposal 5 is as follows: RESOLVED, that the compensation paid to our Named Executive Officers for 2024 as set forth in the Compensation Discussion and Analysis, the compensation tables and the related disclosure in this Proxy Statement, as disclosed pursuant to Item 402 of Regulation S-K, is hereby approved on an advisory basis. Required Vote This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own ordinary shares through a bank, broker or other nominee, you must instruct your bank, broker or such nominee how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

  96. CEO Pay Ratio

    | FOR | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADVISORY RESOLUTION ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2024. |

  97. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 65 |

  98. CEO Pay Ratio

    | | | | | ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |

  99. CEO Pay Ratio

    In accordance with SEC rules, we are also providing our shareholders with the opportunity to indicate how frequently we should seek an advisory vote on the compensation of our Named Executive Officers in the future. Under this proposal, our shareholders may indicate whether they would prefer to have an advisory vote on executive compensation every 1 year, 2 years or 3 years. The Compensation Committee and the Board believe that the advisory vote on executive compensation should be conducted every year because it will enable our shareholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our proxy statement, leading to more meaningful and timely communication between us and our shareholders on the compensation of our Named Executive Officers. Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: “1 year,” “2 years,” “3 years” or “abstain.” The say-on-pay frequency vote is advisory, and therefore it is not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by shareholders in their vote on this proposal and will consider the option that receives the most votes in determining the frequency of future advisory votes on compensation of our Named Executive Officers. Required Vote The outcome of the vote will be determined by the option (1 year, 2 years or 3 years) that receives the most votes cast. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own ordinary shares through a bank, broker or other nominee, you must instruct your bank, broker or such nominee how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

  100. CEO Pay Ratio

    | FOR | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR “1 YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |

  101. CEO Pay Ratio

    | 66 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  102. CEO Pay Ratio

    | | | | | ADVISORY VOTE ON DIRECTORS’ REMUNERATION REPORT |

  103. CEO Pay Ratio

    In accordance with the U.K. Companies Act, we are providing shareholders with the opportunity to vote on an advisory resolution approving the Directors’ Remuneration Report included as Annex B to this Proxy Statement. This proposal is similar to Proposal 5 regarding the compensation of our Named Executive Officers. However, the Directors’ Remuneration Report is concerned solely with the compensation of our executive and non-executive directors and is required under the U.K. Companies Act. We encourage shareholders to read the Directors’ Remuneration Report included as Annex B to this Proxy Statement. The Board and the Compensation Committee believe that the policies and procedures articulated in the Directors’ Remuneration Report are effective in achieving our compensation objectives and serve to attract and retain high-quality directors. This vote is advisory only, pursuant to the U.K. Companies Act, and the director entitlement to receive compensation is not conditional on it. Payments made or promised to directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. The resolution and vote are a means of providing shareholder feedback to the Board. The Compensation Committee will review and consider the outcome of this vote in connection with the ongoing review of our executive and non-executive director compensation programs. Required Vote This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own ordinary shares through a bank, broker or other nominee, you must instruct your bank, broker or such nominee how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

  104. CEO Pay Ratio

    | FOR | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE PROPOSAL TO APPROVE OUR 2024 DIRECTORS’ REMUNERATION REPORT ON AN ADVISORY BASIS. |

  105. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 67 |

  106. CEO Pay Ratio

    | | | | | APPROVAL OF AN AMENDMENT TO OUR OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN |

  107. CEO Pay Ratio

    We are asking shareholders to approve a third amendment and restatement (the “Management Plan Restatement”) of our Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan (as amended from time to time, the “Management Omnibus Plan”). The Management Plan Restatement would (subject to the approval of our shareholders): (i) increase the number of ordinary shares reserved for issuance under the plan by 3.8 million ordinary shares, and (ii) extend the scheduled expiration date of the Management Omnibus Plan from May 16, 2034 to May 15, 2035 (together, the “Management Plan Amendments”). If this Management Plan Restatement is not approved by our shareholders, the Management Omnibus Plan will continue by its terms, without the Management Plan Amendments, and will terminate automatically on May 16, 2034. The Management Plan Restatement is attached to this Proxy Statement as Annex C. As further described below, the Management Omnibus Plan provides for grants of equity awards to our employees, consultants and independent contractors. The purpose of the Management Omnibus Plan is to promote the interests of the Company and its shareholders by providing such employees, consultants and independent contractors with incentives and rewards to encourage them to continue in the service of the Company. Share Reserve We believe that increasing the number of ordinary shares issuable under the Management Omnibus Plan is necessary in order to allow us to continue to utilize equity awards to retain and attract the services of key individuals essential to our long-term growth and financial success and to further align their interests with those of our shareholders. We rely on equity awards to retain and attract key employees and believe that equity incentives are necessary for us to remain competitive with regard to retaining and attracting highly qualified individuals upon whom, in large measure, the future growth and success of the Company depend. The availability of an adequate number of ordinary shares available for issuance under the Management Omnibus Plan is an important factor in fulfilling these purposes. Currently, the Management Omnibus Plan provides that the maximum number of ordinary shares available for issuance pursuant to awards issued thereunder is 8.88 million shares, of which, after giving effect to ordinary shares previously issued pursuant to awards under the Management Omnibus Plan and ordinary shares subject to outstanding awards under the plan, only approximately 5.63 million ordinary shares were available for issuance under the Management Omnibus Plan as of March 21, 2025, which we have determined would be insufficient to meet our forecasted needs for the near future as discussed in greater detail below. We believe that an additional 3.8 million ordinary shares are necessary for us to continue to offer a competitive long-term equity-based incentive compensation program for the near future based on historical grant practices and forecasted needs. The closing price per share of our ordinary shares on March 21, 2025 was $10.44. For additional information regarding equity-based awards previously granted under the Management Omnibus Plan, please see Note 13: Stock-Based Compensation of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In addition to the approximately 5.63 million ordinary shares available under the Management Omnibus Plan, as of March 21, 2025 we also have approximately 410,000 ordinary shares remaining available for grant under the Omnibus Director Plan. The following factors were considered by the Compensation Committee and the Board when determining the number of ordinary shares to reserve for issuance under the Management Omnibus Plan: •Historical Grant Practices. The Compensation Committee and the Board considered the total number of equity awards that we granted in the last three fiscal years plus year to date 2025. Under the Management Omnibus Plan, in fiscal years 2022, 2023, 2024 and year to date 2025 we granted equity awards covering approximately 2.35 million, 4.31 million, 4.47 million and 3.74 million ordinary shares, respectively, for a total of approximately 14.87 million ordinary shares over such period.

  108. CEO Pay Ratio

    | 68 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  109. CEO Pay Ratio

    •Forecasted Grants. The Compensation Committee and the Board reviewed a forecast that considered the following factors in order to project the rate at which our ordinary shares will be issued under the Management Omnibus Plan: (i) the number of ordinary shares available for issuance in the form of new grants under the Management Omnibus Plan and (ii) forecasted future grants, determined based on our stock price and the dollar value to be delivered to the participant. However, we determine the size of equity awards to be granted based on such value, and therefore, our actual share usage could deviate significantly from our forecasted share usage if our stock price on the date the award is granted is significantly different from the stock price assumed in the forecast. For example, if our stock price on the date the award is granted is significantly lower than the stock price assumed in the forecast, we would need a larger number of shares than the number projected by the forecast in order to deliver the same value to participants. •Number of Shares Subject to Outstanding Awards. As of March 21, 2025, the number of our ordinary shares that remained available for issuance under the Management Omnibus Plan was approximately 5.63 million. As of the same date, the total number of our ordinary shares covered by outstanding equity awards was approximately 10.53 million shares, which consisted of (i) zero ordinary shares subject to outstanding awards of restricted stock, (ii) 9.92 million ordinary shares subject to outstanding awards of RSUs and (iii) approximately 610,000 ordinary shares subject to outstanding options (with a weighted average exercise price of $13.94 and a weighted average term of 1.53 years). •Overhang. As of March 21, 2025, approximately 10.53 million ordinary shares were subject to outstanding equity awards, and approximately 5.63 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. Our executive officers have an interest in the approval of the Management Plan Restatement because they are eligible for awards under the Management Omnibus Plan. Summary of the Material Terms of the Management Omnibus Plan The following is a summary of the material terms of the Management Omnibus Plan, after giving effect to the Management Plan Restatement, but does not include all of the provisions of such plan. This summary is qualified in its entirety by reference to the Management Omnibus Plan itself, and for further information about the plan, we refer you to the complete text of the Management Omnibus Plan attached as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. The only material changes to the Management Omnibus Plan as a result of the Management Plan Amendments would be to (i) increase the number of ordinary shares reserved for issuance under the plan by 3.8 million ordinary shares, and (ii) extend the scheduled expiration date of the Management Omnibus Plan from May 16, 2034 to May 15, 2035. Administration The Management Omnibus Plan is administered by the Compensation Committee. Among the Compensation Committee’s powers are the power to determine those employees, consultants and independent contractors who will be granted awards and the amount, type and other terms and conditions of awards. The Compensation Committee may delegate its powers and responsibilities under the plans, in writing, to a sub-committee, including delegating to a sub-committee of directors or employees the ability to grant awards to participants who are not our executive officers and to administer the plan. The Compensation Committee has discretionary authority to interpret and construe any and all provisions of the plan and the terms of any award (or award agreement) granted thereunder, and to adopt and amend such rules and regulations for the administration of the plan as it deems appropriate. Decisions of the Compensation Committee will be final, binding and conclusive. On or after the date of grant of any award under the plan, the Compensation Committee may accelerate the date on which any award becomes vested, exercisable or transferable. The Compensation Committee may also extend the term of any award (including the period following a termination of a participant’s employment during which any award may remain outstanding); waive any conditions to the vesting, exercisability or transferability of any award; or provide for the payment of dividends or dividend equivalents with respect to any such award. The Compensation Committee does not have the authority and may not take any such action described in this paragraph to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Code. Except in certain circumstances specified in the plan, including in a change in control (as defined in the plan), the Company will not, without the approval of our shareholders, reduce, whether through amendment or otherwise, the exercise price of any outstanding option or stock appreciation right, or grant any new award or make any payment of cash to a participant in substitution for, or upon the cancellation of, any outstanding option or stock appreciation right when the exercise price of such option or stock appreciation right exceeds the fair market value of the underlying ordinary shares.

  110. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 69 |

  111. CEO Pay Ratio

    Available Shares The maximum number of ordinary shares that may be covered by awards granted under the Management Omnibus Plan will not exceed 9.4 million ordinary shares in the aggregate. Out of such aggregate, the maximum number of ordinary shares that may be covered by options that are designated as “incentive stock options” within the meaning of Section 422 of the Code will not exceed 9.4 million ordinary shares. The maximum number of shares referred to in the preceding sentences will in each case be subject to adjustment as provided in the Management Omnibus Plan. Of the shares described, 100% may be delivered in connection with “full-value awards,” meaning awards other than options or stock appreciation rights. Any shares granted under any awards will be counted against the share limit on a one-for-one basis. Any award under the Management Omnibus Plan settled in cash will not be counted against the foregoing maximum share limitations. Ordinary shares issued under the Management Omnibus Plan may be unissued shares, treasury shares, shares purchased by the company or by an employee benefit trust or similar vehicle in the open market, or any combination of the preceding categories as the Compensation Committee determines in its sole discretion. Notwithstanding anything to the contrary contained in the Management Omnibus Plan, ordinary shares subject to an award under the Management Omnibus Plan will not again be made available for issuance or delivery under the Management Omnibus Plan if such ordinary shares are (i) delivered, withheld or surrendered in payment of the exercise or purchase price of an award, or (ii) delivered, withheld, or surrendered to satisfy any tax withholding obligation. Minimum Vesting Term A vesting period of at least one year will apply to all awards issued under the Management Omnibus Plan; provided, that up to five percent of the ordinary shares reserved for issuance under the Management Omnibus Plan as of the effective date of the Management Plan Restatement may be issued pursuant to awards that do not comply with such minimum one-year vesting period. Eligibility for Participation The persons eligible to receive awards under the Management Omnibus Plan are our employees, consultants and independent contractors, and employees, consultants and independent contractors of our subsidiaries, whom the Compensation Committee will select from time to time. However, only our employees and employees of our subsidiaries are eligible to receive “incentive stock options” (within the meaning of Section 422 of the Code) under the plan. The basis for participation in the Management Omnibus Plan is the Compensation Committee’s decision to select participants from those eligible. As of March 21, 2025, approximately 500 employees, independent contractors and consultants were eligible to participate in the Management Omnibus Plan. Cash Incentive Awards Under the Management Omnibus Plan, the Compensation Committee may grant cash incentive awards, which may be settled in cash or in other property, including ordinary shares. Stock Options Under the Management Omnibus Plan, the Compensation Committee may grant nonqualified stock options (and incentive stock options with respect to up to 9.4 million ordinary shares) to purchase ordinary shares. The Compensation Committee determines the number of ordinary shares subject to each option, the vesting schedule, the method and procedure to exercise vested options (provided that no option may be exercisable after the expiration of 10 years after the date of grant), restrictions on transfer of options and the other terms of each option. The exercise price per ordinary share covered by any option may not be less than 100% of the fair market value of an ordinary share on the date of grant. Additionally, with respect to “incentive stock options,” the aggregate fair market value of ordinary shares with respect to incentive stock options that are exercisable for the first time by an option holder during any calendar year under the Management Omnibus Plan or any of our other plans or plans of our subsidiaries may not exceed $100,000. To the extent the fair market value of such shares exceeds $100,000, the incentive stock options granted to such option holder, to the extent and in the order required by applicable regulations, will be automatically deemed to be nonqualified stock options, but all other terms and provisions of such option will remain unchanged. No incentive stock option may be granted to a 10% shareholder unless the exercise price of the option is at least 110% of the fair market value of an ordinary share at the time such incentive stock option is granted and such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

  112. CEO Pay Ratio

    | 70 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  113. CEO Pay Ratio

    Other Stock-Based Awards The Compensation Committee may grant other stock, stock-based or stock-related awards in such amounts and subject to such terms and conditions as determined by the Compensation Committee pursuant to the Management Omnibus Plan. Each such other stock-based award may (i) involve the transfer of ordinary shares to the award recipient, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of ordinary shares, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, RSUs, performance shares, deferred share units or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each award must be denominated in, or must have a value determined by reference to, a number of our ordinary shares that is specified at the time of the grant of such award. Shareholder Rights No person will have any rights as a shareholder with respect to any of our ordinary shares covered by or relating to any award granted pursuant to the Management Omnibus Plan until the date of the issuance of such shares on our books and records. Any dividends or dividend equivalents payable with respect to awards will be payable to a participant only if, when and to the extent such award vests. Any dividends or dividend equivalents payable with respect to awards that do not vest will be forfeited. Notwithstanding the foregoing, no dividend or dividend equivalents will be granted with respect to stock options or stock appreciation rights. Corporate Transactions In the event of certain transactions, including a merger, consolidation or similar transaction as a result of which the holders of ordinary shares receive consideration consisting exclusively of securities of the acquiring or surviving corporation in such transaction, the Compensation Committee will, if deemed appropriate, adjust each outstanding award on the date of such transaction so that it pertains and applies to the securities which a holder of the number of ordinary shares subject to the award would have received in such transaction. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets (on a consolidated basis), or (iii) a merger, consolidation or similar transaction involving the Company in which the holders of ordinary shares receive securities and/or other property, including cash, other than or in addition to shares of the surviving corporation in such transaction, the Compensation Committee will, if deemed appropriate, have the power to: (a) cancel each outstanding award (whether or not exercisable or vested) and pay to the participant an amount in cash equal to the value of the award, as determined by the Compensation Committee; or (b) provide for the exchange of each award (whether or not then exercisable or vested) for an award with respect to (1) some or all of the property which a holder of the number of ordinary shares subject to the award would have received in such transaction or (2) securities of the acquiror or surviving entity and make an equitable adjustment, as determined by the Compensation Committee, in the exercise price of the award, or the number of shares or amount of property subject to the award, or provide for a payment (in cash or other property) to the participant in partial consideration for the exchange of the award. Amendment and Termination The Board may at any time suspend or discontinue the Management Omnibus Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval. However, except as expressly provided in the plan, no such amendments may adversely affect in any material respect a participant’s rights under any previously granted and outstanding award without the consent of such affected participant. Recoupment Notwithstanding any other provision of the Management Omnibus Plan or any award agreement, we may recoup compensation paid or to be paid under the plan to the extent required by applicable law, permitted or required by our policies in effect on the grant date, and/or required by applicable stock exchange rules. Transferability Awards granted under the Management Omnibus Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Compensation Committee may provide for the transferability of nonqualified stock options (other than to third-party financial institutions for value) subject to conditions and limitations as determined by the Compensation Committee.

  114. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 71 |

  115. CEO Pay Ratio

    Summary of Material U.S. Federal Income Tax Consequences The following is a general summary under current law of the material U.S. federal income tax consequences related to awards under and participation in the Management Omnibus Plan and is provided only for general information. The summary is based on current U.S. laws and regulations as of the date of the filing of this Proxy Statement, and there can be no assurance that those laws and regulations will not change in the future. This summary does not purport to be complete and does not discuss all federal income tax consequences under the Management Omnibus Plan, any federal employment tax consequences, the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances, and this summary is not intended as tax advice to participants, who should consult their own tax advisors. Incentive Stock Options No taxable income is generally recognized by the participant upon the grant or exercise of an incentive stock option. If ordinary shares of the Company that are issued to an option holder pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the option holder as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) we will not be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the option holder. If ordinary shares of the Company that are acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the option holder will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the ordinary shares at exercise (or, if less, the amount realized on a sale of such ordinary shares) over the option exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering ordinary shares of the Company. If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified stock option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply. Non-Qualified Stock Options No income is generally recognized by the option holder at the time a non-qualified stock option is granted. Generally (i) at exercise, ordinary income is recognized by the option holder in an amount equal to the difference between the option exercise price and the fair market value of the ordinary shares of the Company on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the ordinary shares have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified stock option is paid by tendering ordinary shares of the Company. Upon exercise, the option holder will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option. Other Awards The current federal income tax consequences of other awards authorized under the Management Omnibus Plan generally follow certain basic patterns: (i) stock appreciation rights are taxed and deductible in substantially the same manner as non-qualified stock options; (ii) nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); and (iii) RSUs and other stock or cash-based awards are generally subject to tax at the time of payment. The Company or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such income.

  116. CEO Pay Ratio

    | 72 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  117. CEO Pay Ratio

    Section 409A of the Code Certain types of awards under the Management Omnibus Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the Management Omnibus Plan and awards granted under the Management Omnibus Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. New Plan Benefits The benefits that will be awarded or paid under the Management Omnibus Plan, as amended by the Management Plan Restatement, are not currently determinable. The issuance of any future awards under the Management Omnibus Plan will be at the discretion of our Compensation Committee, and no such determination as to future awards or who might receive them has been made. Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future. Equity Compensation Plan Information Table The information regarding plans and other arrangements required by Item 10(c) of Schedule 14a can be found below in the section entitled “Equity Compensation Plan Information.” Required Vote This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own ordinary shares through a bank, broker or other nominee, you must instruct your bank, broker or such nominee how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

  118. CEO Pay Ratio

    | FOR | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RESOLUTION TO APPROVE OUR THIRD AMENDED & RESTATED 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN. |

  119. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 73 |

  120. CEO Pay Ratio

    The table below sets forth information as of the close of business on March 21, 2025 regarding the beneficial ownership of our ordinary shares by: (i) each person or group who is known by us to own beneficially more than 5% of our outstanding ordinary shares; (ii) each of our current directors and each nominee for director to the Board; (iii) each of our Named Executive Officers; and (iv) all current directors, director nominees and current executive officers as a group. Unless otherwise noted, the beneficial owners exercise sole voting and/or investment power over their shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. All percentages in the table below are based on 231,281,053 ordinary shares outstanding as of March 21, 2025. Unless otherwise noted, the address of each beneficial owner is c/o Cushman & Wakefield, 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606.

  121. CEO Pay Ratio

    | | Ordinary Shares Beneficially Owned | | | | | Name and Address of Beneficial Owner | | Number | Percent | | | 5% Stockholders | | | | | | The Vanguard Group(1) | | 37,369,792 | | 16.2% | | BlackRock, Inc.(2) | | 22,070,748 | | 9.5% | | Vaughan Nelson Investment Management, L.P.(3) | | 13,673,808 | | 5.9% | | Named Executive Officers and Directors: | | | | | | Michelle MacKay | | 250,885 | | * | | Neil Johnston | | 192,727 | | * | | Andrew McDonald | | 310,193 | | * | | Nathaniel Robinson | | 58,306 | | * | | Noelle Perkins | | 31,815 | | * | | Brett White(4) | | 1,645,704 | | * | | Michelle Felman(5) | | 27,844 | | * | | Jodie McLean(5) | | 71,823 | | * | | Jennifer McPeek(5) | | 18,503 | | * | | Angela Sun(5) | | 53,298 | | * | | Rajesh Vennam(5) | | 18,503 | | * | | Billie Williamson(5) | | 88,992 | | * | | All Executive Officers and Directors as a group (12 persons)(6) | | 2,768,593 | | 1.2% | | * Represents beneficial ownership of less than 1%. (1)Based solely on information in a Schedule 13G/A filed on November 12, 2024 by The Vanguard Group. As of September 30, 2024, The Vanguard Group reported beneficial ownership of 37,369,792 ordinary shares, shared voting power with respect to 150,172 ordinary shares, sole dispositive power with respect to 36,955,370 ordinary shares and shared dispositive power with respect to 414,422 ordinary shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (2)Based solely on information in a Schedule 13G filed with the SEC on January 24, 2024 by BlackRock, Inc. As of December 31, 2023, BlackRock, Inc. reported beneficial ownership of 22,070,748 ordinary shares, sole voting power with respect to 21,818,525 ordinary shares and sole dispositive power with respect to 22,070,748 ordinary shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (3)Based solely on information in a Schedule 13G filed on January 30, 2025 by Vaughan Nelson Investment Management, L.P. As of December 31, 2024, Vaughan Nelson Investment Management, L.P. reported beneficial ownership of 13,673,808 ordinary shares, sole voting power with respect to 11,632,475 ordinary shares, sole dispositive power with respect to 12,474,380 ordinary shares and shared dispositive power with respect to 1,199,428 ordinary shares. The address of Vaughan Nelson Investment Management, L.P. is 600 Travis Street, Suite 3800, Houston, TX 77002. (4)Includes 24,953 ordinary shares underlying RSUs that vest within 60 days of March 21, 2025. (5)Includes 15,451 ordinary shares underlying RSUs that vest within 60 days of March 21, 2025. (6)Includes 117,659 ordinary shares underlying RSUs that vest within 60 days of March 21, 2025. | | | | |

  122. CEO Pay Ratio

    | 74 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  123. CEO Pay Ratio

    The following table provides information as of December 31, 2024 regarding the number of ordinary shares that may be issued under our equity compensation plans:

  124. CEO Pay Ratio

    | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | | Weighted-average exercise price of outstanding options, warrants and rights (b)(1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (c)(2) | | | Equity compensation plans approved by security holders | | 9,764,150 | $13.80 | | 8,826,573 | | Equity compensation plans not approved by security holders | | — | — | | — | | Total | | 9,764,150 | $13.80 | | 8,826,573 | | (1)Includes ordinary shares underlying 5,089,135 time-vesting RSUs, 4,038,565 PRSUs (at target), 395,913 outstanding time-based options, and 240,537 outstanding performance-based options. Weighted-average exercise price is based on time-based and performance-based options outstanding as of December 31, 2024 and excludes RSUs, which do not have an exercise price. (2)Reflects number of ordinary shares remaining available for issuance under the Second Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan as of December 31, 2024 assuming the target level of performance for all PRSUs outstanding as of such date. | | | | | |

  125. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 75 |

  126. CEO Pay Ratio

    The following is a summary of material provisions of various transactions we have entered into with our executive officers, directors or 5% or greater shareholders (or the immediate family members of any such individual) since January 1, 2024. We believe the terms and conditions in these agreements are reasonable and customary for transactions of these types. Pursuant to our written Related Party Transaction Policy, our Audit Committee is responsible for (i) evaluating each related party transaction that our compliance department has identified as warranting Audit Committee approval and (ii) determining whether such transaction should be approved. The Audit Committee, in making its recommendation, considers various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arm’s-length and in the ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. Shareholders Agreement; Registration Rights Agreement In connection with our initial public offering in 2018, we entered into the Shareholders Agreement with the Principal Shareholders and Ontario Teachers’ Pension Plan Board (together with the Principal Shareholders, the “Founding Shareholders”). The Shareholders Agreement remained in effect until June 7, 2024, when it automatically terminated pursuant to its terms, since as of such date, each of the Founding Shareholders either had no further right to nominate a director to the Board or had waived any such right. Also in connection with the closing of our initial public offering, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Founding Shareholders and Vanke Service (HongKong) Co., Limited (萬科物業服務(香港)有限公司), a Hong Kong limited company (“Vanke Service”). As of June 7, 2024, the Founding Shareholders no longer held any registration rights under the Registration Rights Agreement. However, the Registration Rights Agreement still provides Vanke Service with certain shelf registration rights and also piggyback registration rights on any registration statement to be filed by the Company, other than on Form S-4, Form S-8 or any other successor form. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of ordinary shares to be included in a registration statement and our right to delay a registration statement under certain circumstances. Under the Registration Rights Agreement, we agreed to pay certain expenses related to any such registration and to indemnify the Founding Shareholders and Vanke Service against certain liabilities that may arise under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Certain Relationships In 2024, we conducted certain business with other companies affiliated with the Principal Shareholders. We believe that all such arrangements were entered into in the ordinary course of business and were conducted on an arm’s-length basis. Deeds of Indemnification and Appointment Letters We have entered into our standard form of deed of indemnity for directors with all of our directors. Pursuant to this agreement, we agree to indemnify each director to the fullest extent permissible under English law against liabilities arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of his or her powers, duties or responsibilities as a director, and to advance expenses incurred as a result of any proceeding against him or her as to which he or she could be indemnified. This agreement does not indemnify a director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the Company. We also agree to use all reasonable endeavors to provide and maintain appropriate directors’ and officers’ liability insurance to the fullest extent permissible under English law (including ensuring that premiums are properly paid) for his or her benefit for so long as any claims may lawfully be brought against him or her. In connection with the director’s appointment to the Board, we also entered into our standard form of letter of appointment for non-employee directors with each director. This letter sets forth the main terms on which he or she serves on the Board. Continued appointment under the letter is contingent on continued satisfactory performance, re-nomination by the NomGov Committee and approval of the Board, re-election by the shareholders and any relevant statutory provisions and provisions of our Articles of Association relating to removal of a director.

  127. CEO Pay Ratio

    | 76 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |

  128. 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 2026 annual general meeting of shareholders must submit their proposals in accordance with that rule so that they are received by our Secretary at the address set forth above no later than the close of business on December 5, 2025. If the date of our 2026 annual general meeting is more than 30 days before or after May 15, 2026, 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. Our Articles of Association require that shareholders who intend to propose any resolution, including nominating candidates for election as directors, at our 2026 annual general meeting must provide notice of such proposals in writing to our Secretary at the registered office of the Company no earlier than the close of business on January 15, 2026 and no later than the close of business on February 13, 2026, unless our 2026 annual general meeting of shareholders is to be held more than 30 calendar days before or more than 60 calendar days after May 15, 2026, in which case the shareholder’s notice must be delivered no earlier than the close of business on the 120th calendar day prior to the 2026 annual general meeting and no later than the close of business on the later of the 90th calendar day prior to the 2026 annual general meeting or the 10th calendar day after public announcement of the date of the 2026 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 Schedule 14A under the Exchange Act, including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected. In addition, the request must include, among other things: •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 Schedule 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. 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, which notice must be delivered to our Secretary at the registered office of the Company no later than March 16, 2026.

  129. CEO pay ratio

    CEO pay ratio

  130. CEO pay ratio

    | Year | Method | 25th percentile ratio | Median ratio | 75th percentile ratio | | 2024 | Option A | 78:1 | 50:1 | 27:1 | | 2023 | Option A | 125:1 | 89:1 | 46:1 | | 2022 | Option A | 113:1 | 80:1 | 50:1 | | 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 |

  131. 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 31 December 2024. In identifying the employees at the 25th, 50th and 75th percentiles, we have annualised the remuneration for employees who were not in employment with the Group for the whole of the financial year, and certain prior year ratios have been recalculated to align with this annualised approach. The pay at each quartile is set out in the table below:

  132. 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 | | 2024 | $50,333 | $45,889 | $78,978 | $63,735 | $146,985 | $98,040 |

  133. CEO pay ratio

    Our CEO pay ratio statistics decreased from the previous year due to Ms. MacKay’s 2024 equity mix being 100% performance-vesting RSUs. The median ratio represents the Group’s pay and progression policies.