DEF 14A of Cushman & Wakefield Ltd., Apr 3, 2026

DEF 14A of Cushman & Wakefield Ltd.

Filed Apr 3, 2026 · FY20250001628369-26-000046

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 | | | JODIE MCLEAN (1) | 56 | 2018 | Chief Executive Officer, EDENS | None | | | TIMOTHY WENNES (1) | 58 | 2025 | Former Chief Executive Officer, Santander Holdings USA | None | | | BILLIE WILLIAMSON (1) | 73 | 2018 | Former Partner, Ernst & Young LLP | Two |

  3. Summary of Director Nominees

    (1)Independent director

  4. Summary of Director Nominees

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 5 |

  5. Summary of Director Nominees

    PROXY SUMMARY INFORMATION 2025 Highlights

  6. 2025 Highlights

    | Executive Compensation Tables | 51 | | Employment Arrangements | 54 | | Potential Payments Upon Termination or Change in Control | 58 | | CEO Pay Ratio | 60 | | Pay Versus Performance | 61 | | PROPOSAL 3 – Advisory Vote on Compensation of Named Executive Officers | 64 | | PROPOSAL 4 – Approval of our 2026 Omnibus Share and Cash Incentive Plan | 65 | | 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 | 79 | | Shareholder Rights under Bermuda Law | 79 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 81 | | Voting Instructions and Information | 81 | | 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-3 | | ANNEX B: 2026 OMNIBUS SHARE AND CASH INCENTIVE PLAN | B-1 |

  7. Director Nomination Criteria: Qualifications, Skills and Experience

    Director Nomination Criteria: Qualifications, Skills and Experience Our Corporate Governance Guidelines and our NomGov Committee's charter 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, but could do so in the future. Such policies have advantages (ensuring fresh ideas and viewpoints) and disadvantages (loss of historical knowledge and insights) that the Board regularly evaluates to determine what is in the best interests of our shareholders. 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 and 2025, the NomGov Committee engaged a 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. Each of Mr. Wennes, Mr. Plavin and Ms. Damler was recommended by such search firm. Although we do not have a formal policy with regard to the consideration of any director nominees recommended by shareholders because the NomGov Committee believes that it can adequately evaluate any such nominees on a case-by-case basis, a shareholder or group of shareholders may recommend potential candidates for consideration. 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 Bye-Laws adopted on November 27, 2025 ("Bye-Laws"). For more information about these notification and other requirements, see “Other Important Information for Shareholders—Submission of Shareholder Proposals and Board Nominees” in this Proxy Statement and Exhibit 3.2 to our 2025 Annual Report.

  8. Director Nomination Criteria: Qualifications, Skills and Experience

    | 12 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  9. Director Nomination Criteria: Qualifications, Skills and Experience

    | JODIE W. MCLEAN | CHIEF EXECUTIVE OFFICER, EDENS | | Age: 57 Director Since: October 2018 Current Committees: •NomGov (Chair) | 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 enhancing the Company’s impact in the built environment •Ms. McLean’s previous 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 •Milhaus •Wofford College (Trustee) Past Boards, among others •Extended Stay America, Inc. •International Council of Shopping Centers (Trustee) •The Federal Reserve Bank of Richmond •Sid Mashburn |

  10. 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 | Organic Growth | Sustainability | Technology/ Innovation/ AI | Cybersecurity | Mergers & Acquisitions |

  11. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 13 |

  12. Director Nomination Criteria: Qualifications, Skills and Experience

    | TIMOTHY WENNES | FORMER CHIEF EXECUTIVE OFFICER, SANTANDER HOLDINGS USA | | Age: 58 Director Since: August 2025 Current Committees: •Audit | Professional Experience •Santander Holdings USA including Santander Bank, N.A. and Santander Holdings USA, Inc., a nationwide retail and commercial bank President & Chief Executive Officer (2019 – February 2025) •MUFG Union Bank, N.A., a nationwide retail bank West Coast President (2014 – 2019) Vice Chairman (2010 – 2014) Head of the Regional Bank (2008 – 2010) •Countrywide Bank (now part of Bank of America, N.A.), an independent mortgage lender President and Chief Operating Officer, Retail Banking (2003 – 2008) •Wells Fargo, a nationwide retail and commercial bank Community Banking President & other leadership roles (1989 – 2003) Director Qualifications •With over 35 years of experience at major international banks, Mr. Wennes brings a deep understanding of global financial systems, capital markets and cross-border operations to the Company and the Board •Mr. Wennes's oversight of a multi-billion dollar real estate portfolio during his tenure at Santander provides the Board with valuable insight into the client perspective •Mr. Wennes brings to the Board a demonstrated track record of driving organic growth at large-scale institutions through transformation initiatives, digital innovation, strategic partnerships and acceleration of high-potential business lines •Mr. Wennes’s executive leadership through multiple economic cycles and regulatory environments allows him to provide to the Board valuable insight on financial risk, compliance and governance |

  13. 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 | Organic Growth | Sustainability | Technology/ Innovation/ AI | Mergers & Acquisitions |

  14. Director Nomination Criteria: Qualifications, Skills and Experience

    | 14 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  15. Director Nomination Criteria: Qualifications, Skills and Experience

    | BILLIE IDA WILLIAMSON | FORMER PARTNER, ERNST & YOUNG LLP | | Age: 73 Director Since: August 2018 Current Committees: •Audit (Chair) | Professional Experience •Ernst & Young LLP, a global accounting firm Senior Assurance Partner (1998 – 2011, 1974 – 1993) •Marriott International, Inc., a multinational lodging company Senior Vice President, Finance and Corporate Controller (1996 – 1998) •AMX Corporation, a manufacturer of video switching and control devices Chief Financial Officer (1993 – 1996) Director Qualifications •Ms. Williamson brings to the Board and Audit Committee a wealth of experience in global business operations, finance, risk management, financial reporting, 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. |

  16. 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 | Organic Growth | Sustainability | Technology / Innovation / AI | Mergers & Acquisitions |

  17. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 15 |

  18. Director Nomination Criteria: Qualifications, Skills and Experience

    Below are the biographies of our other current directors.

  19. Director Nomination Criteria: Qualifications, Skills and Experience

    | MICHELLE M. MACKAY | CHIEF EXECUTIVE OFFICER, CUSHMAN & WAKEFIELD LTD. | | Age: 59 Director Since: July 2023 (and from 2018 to 2020) | Professional Experience •Cushman & Wakefield Ltd. Chief Executive Officer (July 2023 – present) President and Chief Operating Officer (2022 – July 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 a 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. |

  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 | Organic Growth | Mergers & Acquisitions |

  21. Director Nomination Criteria: Qualifications, Skills and Experience

    | 16 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  22. Director Nomination Criteria: Qualifications, Skills and Experience

    | SUSAN DAIMLER | FORMER PRESIDENT, ZILLOW GROUP, INC. | | Age: 48 Director Since: August 2025 Current Committees: •NomGov | Professional Experience •Zillow Group, Inc, a leading real estate technology company President (February 2021 – November 2024) SVP, Premier Agent (2018 – February 2021) SVP and GM, StreetEasy & Zillow NYC (2012 – 2018) •Buyfolio, Inc., an online residential real estate platform acquired by Zillow Co-Founder (2009 – 2012) •SeatGuru, an online travel platform acquired by Expedia Co-Founder (2004 - 2007) Director Qualifications •Ms. Daimler brings to the Board significant management experience at high-growth, scaled real estate and technology companies, with oversight of strategy, operations, sales and communications teams •As the co-founder of two successful start-up companies, Ms. Daimler provides key insights on entrepreneurship, growth and transformation to the Board •Ms. Daimler’s experience with apps, mobile vending and other technology solutions, as well as her past success in fostering growth and development of technology companies, contributes an important perspective to the Board •Ms. Daimler has a proven track record of pivoting business models, restructuring operations and charting new growth trajectories through market cycles Other Boards Current Boards •PubMatic, Inc. (Nasdaq: PUBM) •The Johns Hopkins University (Board of Trustees) |

  23. Director Nomination Criteria: Qualifications, Skills and Experience

    | | | | | | | | | | Real Estate Industry | Corporate Governance | CEO Leadership / Executive Management | Human Capital Management | Risk Management | Organic Growth | Technology / Innovation / AI | Mergers & Acquisitions |

  24. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 17 |

  25. Director Nomination Criteria: Qualifications, Skills and Experience

    | MICHELLE FELMAN | FORMER CO-HEAD OF ACQUISITIONS AND CAPITAL MARKETS, VORNADO REALTY TRUST | | Age: 63 Director Since: November 2023 Current Committees: •Compensation (Chair) •NomGov | Professional Experience •Columbia Business School Adjunct Professor (2017 – present) •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, a multinational investment bank and financial services company Associate (1988 – 1991) 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 |

  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 | Risk Management | Technology / Innovation / AI | Cybersecurity | Mergers & Acquisitions |

  27. Director Nomination Criteria: Qualifications, Skills and Experience

    | 18 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  28. Director Nomination Criteria: Qualifications, Skills and Experience

    | JENNIFER J. MCPEEK | FORMER CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER | | Age: 56 Director Since: March 2024 Current Committees: •Audit •Compensation | Professional Experience •Align Advisory Partners LLC, a value-based management consultancy Principal Owner (2020 - present) •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 |

  29. 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 | Organic Growth | Mergers & Acquisitions |

  30. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 19 |

  31. Director Nomination Criteria: Qualifications, Skills and Experience

    | STEPHEN D. PLAVIN | FORMER SENIOR MANAGING DIRECTOR, REAL ESTATE, BLACKSTONE INC. | | Age: 66 Director Since: October 2025 Current Committees: •Non-Executive Chairman of the Board | Professional Experience •Blackstone Inc., a global investment management firm Head of Europe and the Asia Investment Team, and Senior Managing Director, Real Estate Debt Strategies (June 2021 – July 2025) Chief Executive Officer, Blackstone Mortgage Trust, Inc., a publicly traded commercial mortgage REIT (2012 – June 2021) •Capital Trust, Inc., a commercial mortgage REIT and investment manager (and predecessor of Blackstone Mortgage Trust, Inc.) Chief Executive Officer (2009 – 2012) Chief Operating Officer (1998 – 2009) •The Chase Manhattan Bank (and its predecessor Chemical Bank), a multinational bank Global Co-Head of Real Estate and other positions (1984 - 1998) Director Qualifications •Mr. Plavin’s distinguished 40-year career in real estate finance, including leadership roles at Blackstone and Capital Trust, enables him to provide the Board with valuable insights into commercial real estate lending, capital markets and finance transactions, and the commercial real estate industry as a whole •Mr. Plavin’s global experience, including oversight of real estate investing strategies across Europe and Asia, brings a broad international perspective to the Board’s strategic discussions •Mr. Plavin’s strong experience in managing complex transactions and organizational change contributes to the Board’s oversight of corporate strategy and execution •Mr. Plavin’s service on the boards of other public companies, including prior service as a Chairman of the Board, provides the Board with strong corporate governance experience and a deep understanding of shareholder priorities Other Boards Current Boards •Omega Healthcare Investors, Inc. (NYSE: OHI) Past Boards •WCI Communities, Inc. •Blackstone Mortgage Trust, Inc. (NYSE: BXMT) •Capital Trust, 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 | Organic Growth | Sustainability | Cybersecurity | Mergers & Acquisitions |

  33. Director Nomination Criteria: Qualifications, Skills and Experience

    | 20 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  34. Director Nomination Criteria: Qualifications, Skills and Experience

    | ANGELA SUN | PRINCIPAL, HYLAND VENTURES LLC | | Age: 51 Director Since: November 2021 Current Committees: •Compensation | Professional Experience •Hyland Ventures LLC (f/k/a Rise Health Group Inc.), an early-stage investment and advisory company Principal (March 2021 – 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 New York City 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) |

  35. 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 | Cybersecurity | Mergers & Acquisitions |

  36. Director Nomination Criteria: Qualifications, Skills and Experience

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 21 |

  37. Director Nomination Criteria: Qualifications, Skills and Experience

    | RAJESH VENNAM | CHIEF FINANCIAL OFFICER, DARDEN RESTAURANTS, INC. | | Age: 51 Director Since: March 2024 Current Committees: •Audit | Professional Experience •Darden Restaurants, Inc., a national multi-brand restaurant owner and operator Senior Vice President, Chief Financial Officer (December 2022 – present) Senior Vice President, Chief Financial Officer and Treasurer (January 2021 – December 2022) Senior Vice President, Corporate Finance and Treasurer (2020 – January 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 |

  38. 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 | Organic Growth | Sustainability | Technology / Innovation | Cybersecurity | Mergers & Acquisitions |

  39. Director Nomination Criteria: Qualifications, Skills and Experience

    | 22 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  40. 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 10 directors. Our Bye-Laws provide that the Board will have a minimum of 5 and a maximum of 11 directors. Although the Board currently is divided into three classes, with one class being elected at each year’s annual general meeting of shareholders, we are in the process of declassifying the Board over a three-year period. Accordingly, Ms. McLean, Mr. Wennes and Ms. Williamson, who are nominated for election at the Annual Meeting, will serve a one-year term and will stand for re-election every year thereafter. Ms. MacKay, Mr. Plavin, Ms. Sun and Mr. Vennam serve as Class III directors with a term expiring at our 2027 annual general meeting. Ms. Daimler, Ms. Felman and Ms. McPeek serve as Class I directors with a term expiring at our 2028 annual general meeting. Upon the expiration of the term of office for each class of directors, each director shall be elected annually and hold office until the next annual general meeting and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification, or removal from office. 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. 2025 Board Composition Changes In 2025, the Board, guided by its NomGov Committee, underwent a refreshment that aligned with the Company’s strategic pivot towards growth and innovation. Mr. White retired from his role as director and non-Executive Chairman effective July 31, 2025 and served as a strategic consultant through February 28, 2026. Ms. Daimler and Mr. Wennes were each appointed to the Board effective August 1, 2025. Mr. Plavin was appointed to the Board, and to the role of non-Executive Chairman, effective October 1, 2025. Each of Mr. Wennes, Mr. Plavin and Ms. Daimler was recommended by our third-party search firm. For more information regarding our search firm, see "Director Nomination Criteria: Qualifications, Skills and Experience" in this Proxy Statement.

  41. Director Compensation Program

    Director Compensation Program Directors who are employees of the Company do not receive any compensation for their service as directors. In 2025, each director who was not an employee of the Company (each, a "Non-Employee Director") was entitled to receive annual cash retainers for Board and committee service as set forth in the below table.

  42. Director Compensation Program

    | Type of Compensation | Annual Cash Retainer | | Annual Board member retainer | $110,000 | | Additional compensation: | | | Non-Executive Chairman | $100,000 | | Lead Director | $40,000 | | Audit Committee chair | $40,000 |

  43. Director Compensation Program

    | 24 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  44. Director Compensation Program

    Succession Planning

  45. Director Compensation Program

    | 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 |

  46. 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 2025 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 in 2025 were made under our Second Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (such plan as further amended and restated by Third Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan, the "Omnibus Director Plan"). Additionally, 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. 2025 Director Compensation Table The table below summarizes the compensation of each director who served on the Board in 2025 (other than Ms. MacKay, our CEO, whose compensation is discussed in the Summary Compensation Table).

  47. Director Compensation Program

    | Name (1) | Fees Earned or Paid in Cash | Stock Awards (2) | All Other Compensation (3) | Total | | Susan Daimler | $45,734 | $141,645 | $— | $187,379 | | Michelle Felman | $145,000 | $179,998 | $— | $324,998 | | Jodie McLean | $140,000 | $179,998 | $— | $319,998 | | Jennifer McPeek | $120,000 | $179,998 | $— | $299,998 | | Stephen Plavin | $52,500 | $173,658 | $— | $226,158 | | Angela Sun | $130,000 | $179,998 | $— | $309,998 | | Rajesh Vennam | $120,000 | $179,998 | $— | $299,998 | | Timothy Wennes | $45,734 | $141,645 | $— | $187,379 | | Brett White (3) | $122,690 | $280,000 | $25,000 | $427,690 | | Billie Williamson | $180,000 | $179,998 | $— | $359,998 | | (1)The compensation in the table above reflects partial years of service on the Board and Board committee composition changes throughout 2025, where applicable. Mr. White retired from his role as director and non-Executive Chairman effective July 31, 2025, after which he served as a strategic consultant to the Company from July 31, 2026 until February 28, 2026. Ms. Daimler and Mr. Wennes joined the Board effective August 1, 2025. Mr. Plavin joined the Board effective October 1, 2025. (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 common shares on the applicable grant date (August 1, 2025 for each of Ms. Daimler and Mr. Wennes; October 1, 2025 for Mr. Plavin; and May 15, 2025 for all other directors). The aggregate number of outstanding stock awards held by our independent directors as of December 31, 2025 consisted of 17,013 for each of Ms. Felman, Ms. McLean, Ms. McPeek, Ms. Sun, Mr. Vennam and Ms. Williamson, 11,873 for each of Ms. Daimler and Mr. Wennes and 10,874 for Mr. Plavin. (3)Mr. White received an RSU grant on May 15, 2025 however, pursuant to its terms, the award was subsequently forfeited in connection with his retirement from the Board. Accordingly, Mr. White did not hold any outstanding stock awards as of December 31, 2025. Amount in “All Other Compensation” column represents payment to Mr. White for his service as a strategic consultant to the Company in fiscal 2025, following his retirement from the Board. | | | | |

  48. Compensation-Setting Process

    Compensation-Setting Process The Compensation Consultant 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, the Compensation Consultant works collaboratively with our management to gain an understanding of our business and compensation programs to help them advise the Compensation Committee. In addition, the Compensation Consultant confers with our management to collect, analyze and present data requested by the Compensation Committee. The Compensation Committee asked the Compensation Consultant 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. For fiscal year 2025, neither Pay Governance nor Meridian provided any services to us other than the services provided to the Compensation Committee. Peer Group Our Compensation Committee, with the assistance of the Compensation Consultant, 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 the Compensation Consultant, believes are comparable to us with respect to industry, core operations and various financial criteria. Our 2024 peer group, set forth below, was referenced when setting compensation for fiscal 2025. Our 2025 peer group, which was approved by the Compensation Committee in May 2025, is also set forth below and was referenced when setting compensation for fiscal 2026. The changes from our 2024 peer group to our 2025 peer group were as follows. First, ABM Industries Incorporated and Stantec Inc. were each added. The Compensation Committee believed this change ensured that our peer companies more accurately represented our business operations and were of comparable scope. Second, CGI Inc. ("CGI") and KBR, Inc. were removed due to their emphasis on IT consulting and operations, as well as the size of CGI's market cap. Finally, Unisys was removed as it is no longer a suitable peer based on size.

  49. Compensation-Setting Process

    | Peer Group | 2024 Peer | 2025 Peer | | ABM Industries Incorporated (NYSE: ABM) | | X | | AECOM (NYSE: ACM) | X | X | | BXP, Inc. (NYSE: BXP) | X | X | | CBRE Group, Inc. (NYSE: CBRE) | X | X | | CGI Inc. (NYSE: GIB) | X | | | Colliers International Group Inc. (Nasdaq: CIGI) | X | X | | Compass, Inc. (NYSE: Compass) (1) | X | X | | DXC Technology Company (NYSE: DXC) | X | X | | EMCOR Group, Inc. (NYSE: EME) | X | X | | Fluor Corporation (NYSE: FLR) | X | X | | Jacobs Solutions Inc. (NYSE: J) | X | X | | Jones Lang LaSalle Inc. (NYSE: JLL) | X | X | | KBR, Inc. (NYSE: KBR) | X | | | ManpowerGroup Inc. (NYSE: MAN) | X | X | | Newmark Group, Inc. (Nasdaq: NMRK) | X | X | | Stantec Inc. (NYSE: STN) | | X | | Unisys Corporation (NYSE: UIS) | X | | | Vornado Realty Trust (NYSE: VNO) | X | X |

  50. Compensation-Setting Process

    (1) Anywhere Real Estate Inc. formed part of our 2024 and 2025 peer groups. On January 9, 2026, Compass Inc. acquired Anywhere Real Estate Inc. and as a result, we have removed Anywhere Real Estate Inc. from this table. 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.

  51. Clawback Policy

    | 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 •Criticality of role •Internal equity | | Annual Incentive Plan Compensation | •Short-term, at-risk compensation •Focus on the achievement of annual operating plan ("AOP") financial objectives •Capped at 200% of target award •Delivered in cash | •Compensation EBITDA •Individual performance against goals and our DRIVE values | | Long Term Equity Awards | •Long-term, partially at-risk compensation •Aligns executives with the long-term interests of shareholders and creates an "ownership culture" •Provides a total compensation opportunity with payouts varying based on Company performance, but capped at a certain maximum percentage •Delivered in a mix of time-based RSUs and performance-based RSUs (“PRSUs”) •Serves as a retention incentive | •Adjusted EPS Metric •Relative total shareholder return ("relative TSR") Modifier •Value directly linked to share price •Individual performance •Future potential •Continued employment | | 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 | | Perquisites | •Limited perquisites provided to our most senior executives designed to support the performance of their duties and enhance their security, productivity, and availability | •Market and external considerations |

  52. Clawback Policy

    Annual Incentive Compensation Each year, our executive officers are eligible to receive annual cash incentive awards under our 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 2025 and 2024 bonus targets for each Named Executive Officer.

  53. Clawback Policy

    | Named Executive Officer | 2025 Target Cash Bonus | 2024 Target Cash Bonus | | Ms. MacKay | $2,500,000 | $2,500,000 | | Mr. Johnston (1) | $975,616 | $900,000 | | Mr. McDonald | $1,700,000 | $1,700,000 | | Mr. Robinson | $1,000,000 | $1,000,000 | | Ms. Perkins (2) | $600,000 | $522,000 | | (1)Effective July 1, 2025, the Compensation Committee approved an increase in Mr. Johnston's target annual bonus opportunity from $900,000 to $1,050,000 to better recognize Mr. Johnston’s experience and performance. The 2025 target cash bonus amount shown above reflects a prorated value to account for Mr. Johnston’s mid-year increase. (2)Effective January 1, 2025, the Compensation Committee approved an increase in Ms. Perkins' target annual bonus opportunity from $522,000 to $600,000 to better align Ms. Perkins' total compensation with the market and to recognize her performance. | | |

  54. Clawback Policy

    2025 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 AOP and the weighting of such performance measures.

  55. Clawback Policy

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

  56. Clawback Policy

    | Named Executive Officer | 2025 Actual AIP Payment | AIP Payment as Percentage of AIP Target | | | Ms. MacKay | $2,500,000 | | 100% | | Mr. Johnston | $975,616 | | 100% | | Mr. McDonald | $1,700,000 | | 100% | | Mr. Robinson | $1,000,000 | | 100% | | Ms. Perkins | $600,000 | | 100% |

  57. Clawback Policy

    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 align executive interests with the Company's long-term strategic and financial objectives and drive the creation of sustainable shareholder value. 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. In light of sector and market volatility and exogenous factors outside of management's control, the Compensation Committee reviews the long-term incentive program ("LTIP") design prior to each annual grant. 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 three one-year performance periods that remain subject to a cumulative three-year performance modifier and a three-year overall vesting schedule. With this context, what follows is an overview of the equity programs that have been utilized over the past several years, as well as a brief description of the design of the grants made in 2026, which will vest in 2029. Payouts for 2023 PRSUs On February 25, 2026, the Compensation Committee determined the payout for the PRSU grants issued to the Named Executive Officers in 2023. Based on the Company’s performance over the applicable three-year performance periods, the calculation resulted in a payout level of 178.0% of the target for the 2023 PRSUs. The calculation was based (a) 50% on a target Adjusted Free Cash Flow metric, and (b) 50% on a target Strategic Cost Efficiency metric, each as measured as the average of three separate one-year performance periods (2023, 2024 and 2025). Then, a +/- 20% relative TSR modifier was applied, with the relative TSR multiplier to be measured on a cumulative basis over the three-year performance period. "Adjusted Free Cash Flow" is a measure of achievement equal to the Company’s operating cash flow less Capital Expenditures spent on payments for property and equipment, with such adjustments as are approved by the Compensation Committee for infrequent or unusual items. "Strategic Cost Efficiency" is a measure of achievement of the Company’s progress on strategic cost efficiency goals as compared to the relevant AOP approved by the Board each year, with such adjustments as approved by the Compensation Committee for (a) currency rate fluctuations and (b) infrequent or unusual items. “Relative TSR” is the Company’s total shareholder return over the three-year period relative to the companies in the Russell 2000. For each performance metric, payout ranged from 50% to 200% of target. Additionally, below the minimum threshold, the payout for such metric for such year would be 0%. The payout for each metric was linearly interpolated for performance between the minimum threshold and target and also for performance between the target and maximum. Further, if the Company’s total shareholder return for the performance period was negative, then the TSR multiplier could not exceed 100%. The calculation of the payout percentage is based on the following: Adjusted Free Cash Flow (50% weighting):

  58. Clawback Policy

    | Aggregate Weighted Payout | Weight | Metric Payout of Target | rTSR Modifier | Weighted Payout | | Adjusted Free Cash Flow | 50% | 200.0% | 100% | 100.0% | | Strategic Cost Efficiency | 50% | 156.1% | 100% | 78.0% | | AGGREGATE WEIGHTED VESTING PERCENTAGE | | | | 178.0% |

  59. Clawback Policy

    | | February 2023 PRSUs | | | July 2023 PRSUs | | | | | At Target | Aggregate Payout | Shares Vested | At Target | Aggregate Payout | Shares That Will Vest | | Ms. MacKay | 113,976 | 178.0% | 202,877 | 74,878 | 178.0% | 133,283 | | Mr. Johnston | 82,212 | 178.0% | 146,337 | N/A | N/A | N/A | | Mr. McDonald | 104,634 | 178.0% | 186,249 | 32,090 | 178.0% | 57,120 | | Mr. Robinson | 29,895 | 178.0% | 53,213 | N/A | N/A | N/A | | Ms. Perkins | N/A | N/A | N/A | 91,687 | 178.0% | 163,203 |

  60. Clawback Policy

    2025 Time-Vesting RSUs and Performance-Vesting RSUs – Summary of Terms 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.(1) Accordingly, in 2025, our long-term incentive program consisted of a combination of time-vesting RSUs and PRSUs. The mix of RSUs granted in 2025 to each Named Executive Officer was 50% time-vesting RSUs and 50% PRSUs ("50/50 Mix"). For each of Ms. MacKay, Mr. McDonald, Mr. Johnston and Mr. Robinson, this 50/50 Mix represented a change from the prior year. In 2024, each received an equity grant comprised entirely of PRSUs to incentivize achievement of the financial metrics most critical to our new three-year strategic plan. This was meant as a one-time incentive to align top executives around the accelerated achievement of our

  61. Clawback Policy

    | LTIP Component | Weighting of Grant Value | Vesting Conditions | Performance Linkage | | PRSUs | 50% | 3-year performance period vesting tied to achievement of an Adjusted EPS metric with a relative TSR modifier, subject to continued employment through the performance period | •Incentivizes achievement of long-term growth goal •Incorporates both absolute and relative performance metrics •Tied to long-term shareholder value •Supports retention | | Time-Vesting RSUs | 50% | 3-year ratable vesting, subject to continued employment through applicable vesting dates | •Tied to share price performance and long-term shareholder value •Supports retention |

  62. Clawback Policy

    To support the Company's focus on growth, the 2025 PRSUs are measured based on Adjusted EPS, using three one-year performance periods and targets set annually by the Compensation Committee. Performance is also subject to a +/- 20% relative TSR modifier 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 that adopting an Adjusted EPS metric supports the Company’s focus on accelerating growth and aligns our senior leadership with shareholder interests. For the 2025 PRSUs, uncertainty in the macroeconomic environment at the time of grant made forecasting the Company’s performance against quantitative financial metrics over a multi-year period challenging. In addition, given the Company's dynamic strategic priorities, the Compensation Committee determined that an annual goal-setting structure would provide greater flexibility to align incentives with the Company’s strategic and capital allocation priorities. Accordingly, the Compensation Committee adopted three one-year Adjusted EPS performance periods. The targets for the 2025 performance year were established in February 2025 and subsequently the financial targets for 2026 were set in February 2026. The goals and the results will be disclosed following the completion of the performance period. More broadly, we seek to align the PRSU metrics with the objectives outlined at our 2025 Investor Day. (1) The 2024 awards for the CEO, CFO, and two other Named Executive Officers were 100% performance-based with no portion of the award tied to the passage of time only. In exchange for this much higher mix of PRSUs, the max payout of these awards was set higher than the historical 200% cap that had been used. For a further description of the 2024 award design, see the Company's Proxy Statement for its 2025 annual general meeting of shareholders. 2025 Target Award Values In February 2025, each of the Named Executive Officers received an annual long-term incentive equity grant. The following table summarizes the target equity award values of each Named Executive Officer in 2025 and 2024.

  63. Clawback Policy

    | Named Executive Officer | 2025 Target Award Values | 2024 Target Award Values | | Ms. MacKay | $7,250,000(1) | $5,500,000 | | Mr. Johnston | $2,200,000 | $2,200,000 | | Mr. McDonald | $3,850,000 | $3,850,000 | | Mr. Robinson | $1,000,000 | $1,000,000 | | Ms. Perkins | $1,100,000(2) | $900,000 | | (1)In 2025, the Board approved an increase in Ms. MacKay's target equity award to $7,250,000 to better align her compensation with the market and to recognize her performance. (2)In 2025, the Compensation Committee approved an increase in that Ms. Perkins's target equity award to $1,100,000 to better align her compensation with the market and recognize her performance. | | |

  64. Clawback Policy

    The 2025 awards for our Named Executive Officers were granted under our Second Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan (as further amended and restated, the “Omnibus Management Plan”). 2026 Long Term Incentive Award Design In February 2026, the Compensation Committee (and the Board, with respect to the CEO) approved the terms of the 2026 RSU grants to the Named Executive Officers. The terms of the 2026 RSU grants to the Named Executive Officers are substantially the same as those made in 2025, including a 50/50 Mix. The 2026 PRSUs will continue to use Adjusted EPS as the primary measure, based on the average of three one-year performance periods, and a +/- 20% relative TSR modifier measured against the Russell 2000. The Compensation Committee believes that Adjusted EPS is an effective metric for the PRSUs because it provides a direct linkage to shareholder value, aligns with the Company's financial guidance provided at its Investor Day in December 2025, and serves as a holistic earnings metric that reflects broader performance beyond Adjusted EBITDA. 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 2025, the only perquisite offered to our Named Executive Officers was financial planning and tax preparation services. The Compensation Committee approved this benefit after consulting with the Compensation Consultant, reviewing peer practices and considering the overall modest cost. The Compensation Committee believes this perquisite benefits the Company by allowing these executives to remain focused on their responsibilities as Named Executive Officers. In 2025, following a review of heightened security considerations and concerns applicable to senior executives, the Compensation Committee determined it was appropriate to provide the CEO with certain personal security services. The Compensation Committee reviewed an independent third-party security assessment and related recommendations and, based on its review of relevant risk considerations, approved the provision of such security services for the CEO, including secure transportation and residential hardened physical security measures, subject to an aggregate annual cost cap of $500,000. 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 Compensation Committee. 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 is described in more detail under “Employment Arrangements” below. Ms. MacKay’s and Mr. McDonald’s rights to receive severance are set forth in their respective offer letters and in our Second 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. 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.

  65. 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 2025. In August 2025, the Board adopted an updated 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, 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). Regardless of grant date, the number of equity awards granted under the annual grants will be calculated based on the closing share price on the date of the regular Board meeting held in the first quarter. Additionally, new hire grants of equity-based awards are made on the opening date of the next quarterly trading window. In 2025, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  66. The Compensation Committee

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | MICHELLE MACKAY, CEO | 2025 | 1,243,269 | — | 5,687,408 | 2,500,000 | 39,022 | 9,469,699 | | | 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 | | NEIL JOHNSTON, Executive Vice President & CFO | 2025 | 647,692 | — | 1,826,946 | 975,616 | 14,000 | 3,464,254 | | | 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 | | ANDREW MCDONALD, Global President & COO | 2025 | 900,000 | — | 3,168,139 | 1,700,000 | 12,250 | 5,780,389 | | | 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 | | NATHANIEL ROBINSON, Executive Vice President, Chief Investment & Strategy Officer | 2025 | 500,000 | — | 800,088 | 1,000,000 | 14,000 | 2,314,088 | | | 2024 | 500,000 | — | 1,103,137 | 1,000,000 | 13,800 | 2,616,937 | | NOELLE PERKINS, Executive Vice President, Chief Legal Officer & Secretary | 2025 | 599,462 | — | 1,118,836 | 600,000 | 28,635 | 2,346,933 | | | 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 | | (1)The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of the stock-based awards granted to the Named Executive Officers during the years presented, as computed in accordance with Topic 718. The “Stock Awards” column includes the value of time-vesting awards and performance-vesting awards. With respect to the PRSUs granted in 2025, the amounts listed in this column represent the fair value of the PRSUs at the grant date assuming the target level of performance conditions are achieved, which at the time of grant reflected the probable level of achievement. Assumptions made in the calculation of these amounts are set forth in Note 13 of the audited consolidated financial statements in our 2025 Annual Report. Assuming the maximum level of performance conditions are achieved, the amounts for this column would be $7,101,985, $2,357,310, $4,067,257, $1,010,818 and $1,589,375 for Ms. MacKay, Mr. Johnston, Mr. McDonald, Mr. Robinson and Ms. Perkins, respectively. The PRSUs granted in 2025 (referred to herein as the 2025 PRSU (Tranche A), the 2025 PRSU (Tranche B) and the 2025 PRSU (Tranche C), collectively) were comprised of three one-year performance periods with payouts based on an Adjusted EPS metric. These three years will be averaged and then such average will be subject to a +/-20% relative TSR modifier. The performance goals for each of the 2025 PRSU (Tranche B) and 2025 PRSU (Tranche C) were not established at the dates of grant in 2025 and, as a result, for accounting purposes, the 2025 PRSU (Tranche B) and 2025 PRSU (Tranche C) will not be considered granted until the respective performance goals are established. Accordingly, for the 2025 PRSUs, only the grant date fair value of the 2025 PRSU (Tranche A) is reported in the Stock Awards column for 2025. The grant date fair values of the 2025 PRSU (Tranche B) and the 2025 PRSU (Tranche C) will not be reported in the Stock Awards column until the performance goals are established and we report for 2026 and 2027, respectively. The grant date fair values of the 2025 PRSU (Tranche A) were determined using a Monte Carlo simulation based on the assumptions set forth in Note 13 of the audited consolidated financial statements in our 2025 Annual Report. 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 C) were set in February 2025. Accordingly, the grant date fair value of the 2023 PRSU (Tranche C) is also reported in the Stock Awards column for 2025. The grant date fair values of the 2023 PRSU (Tranche C) were determined using a Monte Carlo simulation based on the assumptions set forth in Note 13 of the audited consolidated financial statements in our 2025 Annual Report. (2)The amounts in this column represent cash bonus amounts earned pursuant to our AIP for the applicable year. (3)The amounts in this column include the following categories of additional compensation for 2025: (a) for Ms. MacKay, $17,775 in financial planning and tax preparation services as detailed above under "Perquisites and Other Personal Benefits", $14,000 in 401(k) contributions by the Company and $7,247 for personal security services as detailed above under "Perquisites and Other Personal Benefits"; (b) for Mr. McDonald, $12,250 in 401(k) contributions by the Company; (c) for Mr. Johnston and Mr. Robinson, 401(k) contributions by the Company ($14,000 each); and (d) for Ms. Perkins, $14,635 in financial planning services as detailed above under "Perquisites and Other Personal Benefits" and $14,000 in 401(k) contributions by the Company. The amounts reported in this column represent the aggregate incremental cost incurred by the Company in providing these benefits to the indicated Named Executed Officer. | | | | | | | |

  67. 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 2025. The Company is presenting the required disclosure as follows: We identified a median employee as of December 31, 2025 using the following approach. We had 51,615 full-time, part-time and seasonal employees as of December 31, 2025 (excluding independent contractors and brokers). As of December 31, 2025, 23,140 of our employees were located outside of the United States (or 20,600 outside the United States after the de minimis exemptions listed below). For purposes of this 2025 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 4.92% of our population by excluding employee populations in the following jurisdictions: Brazil (1,771), Indonesia (287), Colombia (181), Chile (173), Peru (127) and Lithuania (1). We identified our median as of December 31, 2025 utilizing base pay earnings for the population of employees described above. Our median employee is a full-time employee located in the United States. For 2025, we determined that our median employee’s total compensation, calculated in accordance with Item 402(c) of Regulation S-K, was $60,408, which includes all base, bonus and company 401(k) match compensation. Based upon this methodology and the CEO’s total compensation of $9,469,699 in 2025, as set forth in the Summary Compensation Table, we estimate the ratio of our CEO pay to the median worker’s pay is 157:1. 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.

  68. CEO Pay Ratio

    | 60 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  69. CEO Pay Ratio

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, 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, see “—Compensation Philosophy and Objectives” and “—Compensation Elements” in this Proxy Statement.

  70. 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 (7) | Net Income (Loss) | Compensation EBITDA (8) | | (a) | (b)(i) | (b)(ii) | (c)(i) | (c)(ii) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $9,469,699 | | $15,642,206 | | $3,476,416 | $5,575,775 | $109 | $216 | $88,200,000 | $604,000,000 | | 2024 | $9,682,351 | | $12,644,306 | | $4,936,365 | $4,879,543 | $88 | $174 | $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 | $73 | $137 | $(35,400,000) | $581,300,000 | | 2022 | $8,587,627 | | $1,753,622 | | $5,909,537 | $1,579,668 | $84 | $110 | $196,400,000 | $963,000,000 | | 2021 | $19,990,492 | | $30,999,620 | | $4,632,973 | $6,962,418 | $150 | $177 | $250,000,000 | $877,000,000 | | (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 2025, 2024 and 2023, John Forrester in 2022, and Mr. White in 2021, 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 2025, 2024 and 2023, (b) Mr. Forrester in 2022, and (c) Mr. White in 2021. 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 2025 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718. (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 column (d) 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 2025, Mr. Johnston, Mr. McDonald, Mr. Robinson and Ms. Perkins; (ii) for 2024, Mr. Johnston, Mr. McDonald, Mr. Robinson, Ms. Perkins and Mr. White; (iii) for 2023, Mr. Johnston, Mr. White, Mr. McDonald and Ms. Perkins; (iv) for 2022, Mr. Johnston, Mr. White, Ms. MacKay and Mr. McDonald; and (v) for 2021, Duncan Palmer, Mr. Johnston, Mr. Forrester, Ms. MacKay and Mr. Robinson. (6)The dollar amounts reported in column (e) 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 shows adjustments that were made to average total compensation for the Named Executive Officers as a group (excluding our CEO in each year) in 2025 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718. (7)TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2020, including the reinvestment of dividends. The Peer Group TSR reported in column (g) 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 2025 Annual Report. (8)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 (gain) loss on investments, net, impairment of investments, loss on dispositions, net, acquisition related costs, cost savings initiatives, system implementation costs, loss (gain) from insurance proceeds, net of legal fees, non-operating items related to Cushman Wakefield Greystone LLC and other non-recurring items. Compensation EBITDA reported in column (i) is defined as Adjusted EBITDA further adjusted for (a) foreign 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. In recent years, we have improved our quality of earnings by reducing the number of adjustments to these metrics. | | | | | | | | | | |

  71. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 61 |

  72. CEO Pay Ratio

    | | 2025 | | | (MacKay) | | SCT Total Compensation | $9,469,699 | | Less: Stock Award Values Reported in SCT for the Covered Year | $(5,687,408) | | Plus: Year End Fair Value of Stock Awards Granted in the Covered Year | $8,439,257 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $4,055,405 | | 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 | $(161,173) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | $(473,574) | | Compensation Actually Paid | $15,642,206 |

  73. CEO Pay Ratio

    | | Non-CEO NEO Average | | | 2025 | | SCT Total Compensation | $3,476,416 | | Less: Stock Award Values Reported in SCT for the Covered Year | $(1,728,502) | | Plus: Year End Fair Value of Stock Awards Granted in the Covered Year | $2,660,618 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $1,471,781 | | 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 | $(79,398) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | $(225,140) | | Compensation Actually Paid | $5,575,775 |

  74. 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, not all of those measures are 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. COMPENSATION ACTUALLY PAID AND TSRs

  75. CEO Pay Ratio

    | | CEO | | Average for Non-CEO NEOs | | Company TSR | | Peer Group TSR |

  76. CEO Pay Ratio

    | 62 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  77. CEO Pay Ratio

    COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS)

  78. CEO Pay Ratio

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

  79. CEO Pay Ratio

    COMPENSATION ACTUALLY PAID AND COMPENSATION EBITDA

  80. CEO Pay Ratio

    | | CEO | | Average for Non-CEO NEOs | | Compensation EBITDA |

  81. 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:

  82. CEO Pay Ratio

    | Most Important Performance Measures | | Compensation EBITDA | | Adjusted EPS | | Strategic Cash Generation | | Strategic Cost Efficiency | | Adjusted Free Cash Flow |

  83. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 63 |

  84. CEO Pay Ratio

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

  85. CEO Pay Ratio

    As required by Section 14A of the Exchange Act, 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 2025 executive compensation program for our Named Executive Officers. We conduct this vote annually, the frequency preferred by our shareholders, and intend to hold the next vote at next year’s annual meeting. We expect to hold the next non-binding, advisory vote related to the frequency of our “say-on-pay” proposals in 2031. 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 2025 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 3 is as follows: RESOLVED, that the compensation paid to our Named Executive Officers for 2025 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 common 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.

  86. 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, 2025. |

  87. CEO Pay Ratio

    | 64 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  88. CEO Pay Ratio

    | | | | | APPROVAL OF OUR 2026 OMNIBUS SHARE AND CASH INCENTIVE PLAN |

  89. CEO Pay Ratio

    On March 26, 2026, the Compensation Committee approved the Cushman & Wakefield Ltd. 2026 Omnibus Share and Cash Incentive Plan (the “2026 Plan”), subject to approval by our shareholders at the Annual Meeting. The 2026 Plan will replace both our Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan and our Third Amended & Restated Omnibus Non-Employee Director Share and Cash Incentive Plan (the “Prior Plans”). If the 2026 Plan is approved, no further awards will be granted under the Prior Plans after the 2026 Plan becomes effective. As of March 16, 2026, there were 435,149 common shares that remained available for future issuances under the Prior Plans (assuming outstanding performance awards are counted at the maximum vesting level), which will cease to be available for grants under the Prior Plans and instead become available for future grants under the 2026 Plan if approved by our shareholders. If the 2026 Plan is approved by shareholders, we will continue to be able to make awards of long-term equity incentives, which we believe are critical for attracting, motivating, rewarding and retaining a talented team who will contribute to our success. Share Information on Equity Compensation Plans as of March 16, 2026 The following table provides information regarding our outstanding equity awards and shares available for future awards under the Company’s existing equity compensation plans as of March 16, 2026 (except as otherwise noted):

  90. CEO Pay Ratio

    | Total number of common shares subject to options outstanding(1) | 264,734 | | Total number of common shares subject to full value awards outstanding (includes restricted stock, time-vesting restricted stock units (RSUs) and performance-vesting RSUs (PRSUs))(2) | 13,252,541 | | Total number of common shares remaining available for future grant under the Prior Plans(3) | 435,149 | | Total number of common shares outstanding as of the Record Date | 234,287,353 |

  91. CEO Pay Ratio

    (1)The weighted-average exercise price and weighted-average remaining term of stock options outstanding as of March 16, 2026 was $17.00 and 1.73 years, respectively. No stock appreciation rights were outstanding as of March 16, 2026. (2)Assumes performance-based awards will vest and pay out based on maximum performance levels being achieved. (3)Represents the total number of shares available for future awards under the Prior Plans, reflecting performance-based awards at maximum payout. The Cushman & Wakefield Ltd. Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan and Cushman & Wakefield Third Amended & Restated Omnibus Non-Employee Director Share and Cash Incentive Plan were our only active equity compensation plans as of March 16, 2026. Equity Grant Practices We are committed to using equity incentive awards prudently, within reasonable limits, and subject to performance and service-based vesting requirements. In setting the proposed number of shares reserved and issuable under the 2026 Plan, the Board and the Compensation Committee considered several factors, including the potential dilutive effect of equity awards outstanding under the Company’s prior equity compensation plans, the Company’s historical equity usage and the expected dilution of the 2026 Plan, in order to arrive at what the Company believes is a reasonable and appropriate dilutive impact of the 2026 Plan. Total Potential Dilution. Annual dilution from our equity compensation program is measured as the total number of our common shares subject to equity awards granted in a given year, less cancellations and other shares returned to the reserve that year, divided by total common shares outstanding at the end of the year. Annual dilution from our equity compensation program for 2025 was 1.30%. Overhang is another measure of the dilutive impact of equity programs. Our overhang is equal to the number of common shares subject to outstanding equity compensation awards plus the number of common shares available to be granted, divided by the total number of outstanding common shares. As of March 16, 2026, our overhang was 6.0%. As of March 16, 2026, the 12,150,000 common shares being requested under the 2026 Plan would increase our overhang by 5.2% to a total potential overhang of approximately 11.1%. Overhang percentages are based on 234,287,353 common shares outstanding as of March 16, 2026.

  92. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 65 |

  93. CEO Pay Ratio

    Burn Rate. Burn rate is a measure of the number of shares subject to equity awards that we grant annually, which helps indicate the life expectancy of our equity plans and is another measure of shareholder dilution. Our burn rate for the past three fiscal years has been as follows:

  94. CEO Pay Ratio

    | | | Full Value Awards | | | | | | Fiscal Year | Stock Options Granted | RSUs Granted | PSUs Vested | Stock Options + Full Value Awards | Weighted Average Basic Number of Common Shares Outstanding | Burn Rate | | 2025 | 0 | 3,100,000 | 300,000 | 3,400,000 | 231,200,000 | 1.47% | | 2024 | 0 | 3,000,000 | 400,000 | 3,400,000 | 228,900,000 | 1.49% | | 2023 | 0 | 3,200,000 | 200,000 | 3,400,000 | 226,900,000 | 1.50% |

  95. CEO Pay Ratio

    Expected Share Pool Duration. We currently anticipate that the shares requested in connection with the approval of the 2026 Plan will last for approximately three years, based on our historic grant rates and the approximate current share price. However, the actual duration of the shares reserve will depend on currently unknown factors, such as the Company’s future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, the rate of returned shares due to forfeitures, the need to attract, retain and incentivize key talent, the extent to which they provide for settlement in stock, and how the Company chooses to balance total compensation between cash and equity-based awards. Certain Features of the 2026 Plan The following features of the 2026 Plan are designed to reinforce alignment between the equity compensation arrangements awarded pursuant to the 2026 Plan and our shareholders’ interests: •Awards will be subject to a one-year minimum vesting period, subject to limited exceptions set forth in the 2026 Plan as described below and the Compensation Committee’s ability to provide for accelerated exercisability or vesting of any award in connection with a termination of service or a change in control; •No discounting of stock options or stock appreciation rights; •No repricing or replacement of underwater stock options or stock appreciation rights without shareholder approval; •No dividend equivalents on stock options or stock appreciation rights; •No dividends or dividend equivalents paid on unearned awards; •Prohibition of the recycling of shares used to pay the exercise price or taxes with respect to awards; •Annual non-employee director compensation limit that applies to both cash and equity compensation; and •No liberal definition of “change in control”. Summary of the Material Terms of the 2026 Plan The following is a summary of the material terms of the 2026 Plan, but does not include all of the provisions of such plan. This summary is qualified in its entirety by reference to the 2026 Plan itself, a copy of which is attached as Annex B to this Proxy Statement for reference. Purpose. The purpose of the 2026 Plan is to promote the interests of the Company and its shareholders by providing certain employees, non-employee directors, consultants and independent contractors of the Company and its affiliates with incentives and rewards to encourage them to continue in the service of the Company and its affiliates.

  96. CEO Pay Ratio

    | 66 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  97. CEO Pay Ratio

    Administration. The 2026 Plan will be administered by the Compensation Committee. Among the Compensation Committee’s powers are the power to determine those employees, non-employee directors, 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 subject to Section 16 of the Exchange Act and to take certain administrative actions under the 2026 Plan. The Compensation Committee has full discretionary authority to administer the 2026 Plan, including 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, amend or rescind 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. Subject to the minimum vesting provisions in the 2026 Plan as described below, on or after the date of grant of any award under the 2026 Plan, the Compensation Committee may accelerate the date on which any award becomes vested, exercisable or transferable, extend the term of any award (including the period following a termination of a participant’s employment or service 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 (other than in the case of an option or share appreciation right award). Except in certain circumstances specified in the plan, including in connection with a change in control (as defined in the plan) or the capitalization adjustment provisions set forth in the 2026 Plan, the Company will not, without the approval of our shareholders, (i) reduce, whether through amendment or otherwise, the exercise price of any outstanding option or stock appreciation right, (ii) 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 common shares, or (iii) take any other action that would be viewed as repricing under the NYSE listing standards. Available Shares. The maximum number of common shares that will initially be available for awards granted under the 2026 Plan will be (i) 12,150,000 common shares, plus (ii) any common shares that are available for awards under the Prior Plans as of the effective date of the 2026 Plan. Following the approval of the 2026 Plan, no future awards will be made under the Prior Plans. Out of such aggregate, the maximum number of common shares that may be covered by options that are designated as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") will not exceed 12,150,000 common shares. The maximum number of shares referred to in the preceding sentences will in each case be subject to adjustment as provided in the 2026 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. To the extent that common shares subject to an award granted under the 2026 Plan or a Prior Plan, other than substitute awards granted in connection with a corporate transaction, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related stock appreciation right or shares subject to a stock appreciation right cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such common shares will again be available under the 2026 Plan. Notwithstanding anything to the contrary contained in the 2026 Plan, common shares subject to an award granted under the 2026 Plan or a Prior Plan will not again be made available for issuance or delivery under the 2026 Plan if such common shares are (i) delivered, withheld or surrendered in payment of the exercise price of an option or stock-settled stock appreciation right, (ii) delivered, withheld, or surrendered to satisfy any tax withholding obligation related to an award or (iii) shares repurchased by the Company on the open market with the proceeds of an option exercise. The number of common shares available for awards under the 2026 Plan will not be reduced by (i) the number of common shares subject to substitute awards granted in connection with a corporate transaction, or (ii) available shares under a shareholder-approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under the 2026 Plan (subject to applicable stock exchange requirements). Common shares issued under the 2026 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. The closing price of a common share, as reported on the NYSE on March 16, 2026, was $12.37 per share.

  98. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 67 |

  99. CEO Pay Ratio

    Minimum Vesting Term. A vesting period of at least one year will apply to all awards issued under the 2026 Plan, other than cash incentive awards; provided, however, that the following awards will not be subject to the 2026 Plan’s minimum vesting requirement: any (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company; (ii) ordinary delivered in lieu of fully-vested cash obligations; (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual general meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual general meeting; and (iv) any additional awards that the Compensation Committee may grant, up to a maximum of five percent of the common shares reserved for issuance under the 2026 Plan (and subject to the adjustment provisions thereunder). The 2026 Plan’s minimum vesting requirement does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award in the event of termination of employment or service or a change in control (as defined under the 2026 Plan), including in the cases of retirement, death or disability. Eligibility for Participation. The persons eligible to receive awards under the 2026 Plan are our employees, non-employee directors of the Board, consultants and independent contractors, and employees, consultants and independent contractors of our affiliates (and persons expected to become employees, non-employee directors of the Board, consultants and independent contractors), whom the Compensation Committee in its sole discretion 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 2026 Plan is the Compensation Committee’s decision to select participants from those eligible. As of March 16, 2026, approximately 58,000 employees and nine non-employee directors would be eligible to participate in the 2026 Plan if selected for participation by the Compensation Committee. While consultants and independent contractors are eligible to participate in the 2026 Plan, we have not historically granted equity awards to consultants and independent contractors. Director Compensation Limit. The aggregate value of cash compensation and the grant date fair value of common shares that may be awarded or granted in any fiscal year of the Company to any non-employee member of the Board will not exceed $800,000 (or, in the case of the non-executive Chairman of the Board, $1,000,000). The 2026 Plan’s director compensation limit will not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by the Company or its affiliates or compensation received by the director in his or her capacity as an executive officer or employee of the Company or its affiliates. Cash Incentive Awards. Under the 2026 Plan, the Compensation Committee may grant cash incentive awards, which may be settled in cash or in other property, including common shares (provided that the term “cash incentive awards” under the 2026 Plan excludes options, stock appreciation rights, and stock awards). Stock Options. Under the 2026 Plan, the Compensation Committee may grant nonqualified stock options (and incentive stock options with respect to up to 12,150,000 common shares) to purchase common shares. The Compensation Committee determines the number of common shares subject to each option, the vesting schedule (subject to the minimum vesting provisions under the 2026 Plan), 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 common share covered by any option may not be less than 100% of the fair market value of an common share on the date of grant. 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 common 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. Stock Appreciation Rights. The 2026 Plan provides for the grant of stock appreciation rights on such terms as the Compensation Committee will determine, subject to the terms and conditions set forth in the 2026 Plan. Each stock appreciation right will be exercisable for no more than ten (10) years after its date of grant, except that such expiration may be tolled during certain blackout periods or where such exercise would jeopardize the ability of the Company to continue as a going concern. Other than in the case of substitute awards granted in connection with a corporate transaction, the base price of a stock appreciation right will not be less than 100% of the fair market value of an common share on the date of grant, provided that the base price of a stock appreciation right granted in tandem with an option (a “tandem SAR”) will be the exercise price of the related option. A stock appreciation right entitles the holder to receive upon exercise (subject to withholding taxes) common shares (which may be restricted stock) or, to the extent provided in the award agreement, cash or a combination thereof, with an aggregate value equal to the difference between the fair market value of the common shares on the exercise date and the base price of the share appreciation right.

  100. CEO Pay Ratio

    | 68 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  101. CEO Pay Ratio

    Stock Awards. The 2026 Plan provides for the grant of stock awards. The Compensation Committee may grant a stock award as a restricted stock award, restricted stock unit award or other stock award. Restricted stock awards and restricted stock unit awards are subject to forfeiture if the holder does not remain continuously in the employment of the Company during the restriction period or if specified performance measures (if any) are not attained during the performance period. Unless otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock has rights as a shareholder of the Company, including the right to vote and receive dividends with respect to restricted stock and to participate in any capital adjustments applicable to all holders of the Company’s common shares. The agreement awarding restricted stock units will specify (1) whether such award may be settled in common shares, cash or a combination thereof; and (2) whether the holder will be entitled to receive dividend equivalents, and, if determined by the Compensation Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of common shares subject to such award. Prior to settlement of a restricted stock unit, the holder of a restricted stock unit has no rights as a shareholder of the Company. 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 2026 Plan (referred to as “other stock awards”). Each such other stock award may (i) involve the transfer of common 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 common shares, (ii) be subject to performance-based and/or service-based conditions, and (iii) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each such other stock award must be denominated in, or must have a value determined by reference to, a number of our common shares that is specified at the time of the grant of such award. Performance Measures. Under the 2026 Plan, the grant, vesting, exercisability or payment of certain awards, or the receipt of common shares subject to certain awards, may be made subject to the satisfaction of performance measures. The performance goals applicable to a particular award will be determined by the Compensation Committee at the time of grant. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total shareholder return and earnings per share criteria) or individual basis, may be used by the Compensation Committee in establishing performance measures under the 2026 Plan: the attainment by an common share of a specified fair market value for a specified period of time; increase in shareholder value; earnings per share; return on or net assets; return on equity; return on investments; return on capital or invested capital; total shareholder return; earnings or income of the Company before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization (“EBITDA”); EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; cash flow, cash flow per share, cash flow margin, cash flow generation, or free cash flow; interest expense; economic value created; gross profit or margin; operating profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, consisting of one or more objectives based on meeting specified goals relating to market penetration, customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation, supervision of information technology, quality and quality audit scores, efficiency, and acquisitions or divestitures, or such other goals as the Compensation Committee may determine whether or not listed herein. Each such goal may be expressed on a pre-tax or post-tax basis or on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of one or more other companies or market indices (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a performance measure or determining the achievement of a performance measure, the Compensation Committee may provide that achievement of the applicable performance measures may be amended or adjusted to include or exclude components of any performance measure, including, without limitation, foreign exchange gains and losses, asset write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. Performance measures will be subject to such other special rules and conditions as the Compensation Committee may establish at any time.

  102. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 69 |

  103. CEO Pay Ratio

    Shareholder Rights. No person will have any rights as a shareholder with respect to any of our common shares covered by or relating to any award granted pursuant to the 2026 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 options or stock appreciation rights. Adjustment. In the event of any change in the number of common shares of the Company outstanding by reason of a stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares, spin-off or similar corporate change or extraordinary cash dividend, the maximum aggregate number of common shares with respect to which the Compensation Committee may grant awards, exercise or base price of options and stock appreciation rights, and the performance targets and criteria applicable to awards will be equitably adjusted or substituted by the Compensation Committee to prevent enlargement or reduction in rights granted under the award. In the event of any change in the number of common shares outstanding by reason of any other event or transaction, the Compensation Committee will, to the extent deemed appropriate by the Compensation Committee, make such adjustments to the number or type of common shares with respect to which awards may be granted. In the event of any increase or decrease in the number of common shares resulting from a subdivision or consolidation of common shares or the payment of a stock dividend (but only on the common shares), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Compensation Committee will, to the extent deemed appropriate by the Compensation Committee, adjust the type or number of common shares subject to each outstanding award and the exercise price or base price per share of each such award. In the event of any transaction or event described above, the Compensation Committee will also, to the extent deemed appropriate by the Compensation Committee, make such adjustments in the terms and conditions of any cash incentive award. Change in Control. Unless otherwise provided in an award agreement or a participant’s effective employment, change in control, severance or other similar agreement in effect on the date of grant of the applicable award, in the event of a change in control of the Company in which the successor company assumes the applicable award or substitutes for the applicable award, if a participant’s employment or service with such successor company (or the Company) or an affiliate thereof terminates within 12 months (or such other period set forth in the award agreement) following such change in control without cause or under circumstances specified in the award agreement, then: (i) options and stock appreciation rights outstanding as of the date of such termination of employment will vest and become exercisable based on the level specified in the award agreement, and may thereafter be exercised for the period set forth in the award agreement (but in no event beyond the regularly-scheduled term of such award); and (ii) the restrictions, limitations and other conditions applicable to any other awards under the 2026 Plan outstanding as of the date of such termination of employment will lapse and such awards will become vested, based on the level set forth in the award agreement (with the attainment of the performance goals determined at target levels for any performance periods which have not yet been completed as of the date of such change in control (unless the award agreement specifies vesting at actual or the greater of target and actual performance levels), and actual performance levels for any performance periods completed on or prior to the date of such change in control). Subject to the terms of the applicable award agreement, in the event of a change in control in which the awards are not effectively assumed or substituted as described above, then the Board (as constituted prior to such change in control) may, in its discretion, require that (i) some or all outstanding options and stock appreciation rights will become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the restriction period applicable to some or all outstanding stock awards will lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (iv) the performance measures applicable to some or all outstanding awards will be deemed satisfied at the target, maximum or any other level. In addition, in the event of a change in control, the Board may, in its discretion, require that shares of capital stock of the company resulting from or succeeding to the business of the Company pursuant to such change in control, or the parent thereof, or other property be substituted for some or all of the common shares subject to outstanding awards as determined by the Board, and/or require outstanding awards, in whole or in part, to be surrendered to the Company in exchange for a payment of cash, other property, shares of capital stock in the company resulting from the change in control, or the parent thereof, or a combination of cash, other property and shares. Under the terms of the 2026 Plan, a change in control is generally defined as (i) any one person (or persons acting as a group), other than the Company or an employee benefit plan sponsored by the Company, acquires ownership of shares of the Company representing more than 50% of the total fair market value or voting power of the shares of the Company; (ii) any one person (or persons acting as a group), other than the

  104. CEO Pay Ratio

    | 70 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  105. CEO Pay Ratio

    Company or an employee benefit plan sponsored by the Company, acquires (during a 12 month period) shares of the Company representing 30% or more of the total voting power of the shares of the Company; (iii) certain changes in the majority composition of the Board; (iv) any person or persons acting as a group acquires within a 12 month period assets from the Company and its subsidiaries that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company and its subsidiaries immediately before such acquisition or acquisitions; or (v) the consummation of a merger, consolidation, reorganization or similar transaction with or into the Company or in which securities of the Company are issued, as a result of which the holders of voting securities of the Company immediately before such event own, directly or indirectly, immediately after such event less than 50% of the combined voting power of the outstanding voting securities of the parent corporation resulting from, or issuing its voting securities as part of, such event. Amendment and Termination. The Board may at any time suspend or discontinue the 2026 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 2026 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. As disclosed in the Compensation Discussion and Analysis, the Compensation Committee adopted a Clawback Policy, effective as of October 2, 2023, which complies with SEC and NYSE rules. Additionally, our Clawback Policy requires the Company to recoup certain incentive-based compensation in the event of misconduct by an executive officer or by certain other global leaders of the Company. Misconduct is defined as engaging in intentional bad acts related to one’s employment with the Company including, but not limited to, fraud, felonious criminal activities, material violations of the Global Code of Conduct that cause substantial harm to the Company, or violence. The Company is required to recover compensation in accordance with the Clawback Policy except in very limited circumstances, such as when the direct cost of recovery would exceed the amount recovered. Transferability. Awards granted under the 2026 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. 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 2026 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 2026 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. References in this summary to us being entitled to a deduction for federal income tax purposes should be understood to include an affiliated employer entity with respect to any participant, to the extent applicable. Incentive Stock Options. No taxable income is generally recognized by the participant upon the grant or exercise of an incentive stock option. If common 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 common 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 common shares at exercise (or, if less, the amount realized on a sale of such common shares) over the option exercise price thereof, and

  106. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 71 |

  107. CEO Pay Ratio

    (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 common 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 common shares of the Company on the date of exercise, and we receive a tax deduction for the same amount, subject to the limitations under Section 162(m) of the Code, 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 common 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 common 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. Stock Appreciation Rights. A participant will not recognize taxable income at the time stock appreciation rights are granted and we will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by us, and we will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code. Stock Awards. A participant will not recognize taxable income at the time a share of restricted stock (i.e., share subject to restrictions constituting a substantive risk of forfeiture) is granted and we will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by us as compensation expense, subject to the deduction limits under Section 162(m) of the Code. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and we (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code. A participant will not recognize taxable income at the time a restricted stock unit is granted, and we will not be entitled to a tax deduction at that time. Upon settlement of restricted stock units, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by us, and we will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code. The tax treatment of other stock awards will depend upon the specific terms of such award. General. As discussed above, any compensation taxable as ordinary income with respect to a participant will generally be subject to applicable federal, state and local income tax withholding, and we will be entitled to a corresponding deduction at the time that ordinary income is recognized by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. Section 162(m) of the Code generally limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to each of the corporation’s chief executive officer, the corporation’s chief financial officer, and certain other current and former service providers of the corporation.

  108. CEO Pay Ratio

    | 72 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  109. CEO Pay Ratio

    New Plan Benefits The benefits that will be awarded or paid under the 2026 Plan are not currently determinable. The issuance of any future awards under the 2026 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 under the Exchange Act 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 exceeds 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 common 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.

  110. CEO Pay Ratio

    | FOR | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RESOLUTION TO APPROVE OUR 2026 OMNIBUS SHARE AND CASH INCENTIVE PLAN. |

  111. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 73 |

  112. CEO Pay Ratio

    The table below sets forth information as of the close of business on March 16, 2026 regarding the beneficial ownership of our common shares by: (i) each person or group who is known by us to own beneficially more than 5% of our issued and outstanding common 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 234,287,353 common shares issued and outstanding as of March 16, 2026. Unless otherwise noted, the address of each beneficial owner is c/o Cushman & Wakefield Ltd., 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606.

  113. CEO Pay Ratio

    | | Common Shares Beneficially Owned | | | | | Name and Address of Beneficial Owner | | Number | Percent | | | 5% Shareholders | | | | | | Vanguard Portfolio Management (1) | | 24,287,319 | | 10.4% | | BlackRock, Inc.(2) | | 22,070,748 | | 9.4% | | Named Executive Officers and Directors: | | | | | | Michelle MacKay | | 415,104 | | * | | Neil Johnston | | 317,017 | | * | | Andrew McDonald | | 450,369 | | * | | Nathaniel Robinson | | 105,704 | | * | | Noelle Perkins | | 73,957 | | * | | Susan Daimler | | — | | — * | | Michelle Felman (3) | | 44,857 | | * | | Jodie McLean (3) | | 88,836 | | * | | Jennifer McPeek (3) | | 35,516 | | * | | Stephen Plavin | | — | | — * | | Angela Sun (3) | | 63,511 | | * | | Rajesh Vennam (3) | | 35,516 | | * | | Timothy Wennes | | — | | — * | | Billie Williamson (3) | | 106,005 | | * | | All Executive Officers and Directors as a group (14 persons) (4) | | 1,736,392 | | * | | * Represents beneficial ownership of less than 1%. (1)Based solely on information in a Schedule 13G filed on February 5, 2026 by Vanguard Portfolio Management (“Vanguard”). As of January 30, 2026, Vanguard reported beneficial ownership of 24,287,319 common shares, shared voting power with respect to 136,645 common shares and shared dispositive power with respect to 24,287,319 common shares. The address of Vanguard 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 common shares, sole voting power with respect to 21,818,525 common shares and sole dispositive power with respect to 22,070,748 common shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (3)Includes 17,013 common shares underlying RSUs that vest within 60 days of March 16, 2026. (4)Includes 102,078 common shares underlying RSUs that vest within 60 days of March 16, 2026. | | | | |

  114. CEO Pay Ratio

    | 74 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  115. CEO Pay Ratio

    The following table provides information as of December 31, 2025 regarding the number of common shares that may be issued under our equity compensation plans:

  116. 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 | | 9,537,612 | $15.57 | | 9,813,165 | | Equity compensation plans not approved by security holders | | — | — | | — | | Total | | 9,537,612 | $15.57 | | 9,813,165 | | (1)Includes common shares underlying 5,495,244 time-vesting RSUs, 3,671,300 PRSUs (at target), 249,154 outstanding time-based options, and 121,914 outstanding performance-based options. Weighted-average exercise price is based on time-based and performance-based options outstanding as of December 31, 2025 and excludes RSUs, which do not have an exercise price. (2)Reflects number of common shares remaining available for issuance under the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan and the Third Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan as of December 31, 2025 assuming the target level of performance for all PRSUs outstanding as of such date. | | | | | |

  117. CEO Pay Ratio

    | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT | 75 |

  118. 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, 2025. 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. 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 Bermuda 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 to the extent that such indemnity would be rendered void pursuant to the Companies Act 1981 of Bermuda, as amended (the "Bermuda Companies Act"), including, without limitation, any liability arising out of such director's fraud or dishonesty. We also agree to use all reasonable endeavors to provide and maintain appropriate directors’ and officers’ liability insurance to the fullest extent permissible under Bermuda 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. Our Bye-Laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty. 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 Bye-Laws relating to removal of a director.

  119. CEO Pay Ratio

    | 76 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |

  120. Submission of Shareholder Proposals and Board Nominees

    Submission of Shareholder Proposals and Board Nominees Shareholders who wish to present a proposal in accordance with Rule 14a-8 under the Exchange Act for inclusion in our proxy materials to be distributed in connection with our 2027 annual general meeting 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 4, 2026. If the date of our 2027 annual general meeting is more than 30 days before or after May 14, 2027, 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 Bye-Laws require that shareholders who intend to propose any resolution, including nominating candidates for election as directors, at our 2027 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 14, 2027 and no later than the close of business on February 13, 2027, unless our 2027 annual general meeting of shareholders is to be held more than 30 calendar days before or more than 60 calendar days after May 14, 2027, 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 2027 annual general meeting and no later than the close of business on the later of the 90th calendar day prior to the 2027 annual general meeting or the 10th calendar day after public announcement of the date of the 2027 annual general meeting is first made. The notice must set forth the information required by our Bye-Laws. 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 79 of the Bermuda 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 Bye-Laws, 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 15, 2027.