We have outstanding share-based awards granted to employees under the 2017 Equity Incentive Plan (the "2017 Plan") and under the 2024 Equity Incentive Plan (the "2024 Plan"). The 2017 Plan and the 2024 Plan permit grants of restricted stock, restricted stock units, performance stock, performance stock units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2017 Plan and the 2024 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. The 2024 Plan became effective May 2024. During the first quarter ended March 31, 2023, the remaining outstanding awards granted under the 2013 Equity Incentive Plan (the "2013 Plan") were fully exercised. No further grants of awards will be made under the 2013 Plan or the 2017 Plan.

We also have outstanding deferred stock units granted to directors under the 2017 Plan and the 2024 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Directors’ Equity Plan and the Directors’ Stock Accumulation Plan, each of which has expired.

There are 3.8 million shares underlying share-based plans that are authorized, but not yet granted. Outstanding awards at December 31, 2024, include performance stock units, restricted stock units, deferred stock units, time-based stock options, and certain awards that will be settled in cash.

Compensation expense is measured using the fair-value-based method. Prior to 2020, for employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date. In 2020, the retirement eligibility provisions for many employee awards were changed on a go-forward basis to require a six month notification period prior to actual retirement. For the 2020 awards, we recognized expense from the grant date to six months after the participant's retirement eligible date. In 2021, the retirement eligibility provisions were changed to require a minimum of a one year service period in order to meet the retirement eligible conditions. For awards granted after 2020, we recognize expense from the grant date to the earlier of the retirement-eligible date (provided it is not less than one year from the grant date) or the vesting date.

For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered.

Compensation expenses are classified as selling, general and administrative expenses in the consolidated statements of operations. Compensation expenses for the last three years and the amount of unrecognized expense for awards outstanding at December 31, 2024, were as follows:


	Compensation Expense				Unrecognized Expense for Nonvested Awards at		Weighted-average No. of Years Unrecognized Expense to be Recognized
	Years Ended December 31,				Dec 31, 2024
(in millions except years)	2024		2023	2022

Performance stock units	$	25.2	20.3	34.9	$	22.3	1.6

Restricted stock units	9.9		10.4	12.0	8.4		1.4
Deferred stock units and fees paid in stock	1.4		1.4	1.3	0.4		0.3

Time-based options	—		—	0.4	—		—
Cash based awards	1.9		2.8	1.3	1.4		1.4
Share-based payment expense	38.4		34.9	49.9
Income tax benefit	(8.7)		(7.9)	(11.5)
Share-based payment expense, net of tax	$	29.7	27.0	38.4


	Value of Shares Distributed or Exercised(a)
	Years Ended December 31,
(in millions)	2024		2023	2022

Performance stock units	$	35.3	16.3	10.0

Restricted stock units	13.4		8.5	9.2
Deferred stock units and fees paid in stock	1.4		1.0	0.6
Performance-based options(a)	1.3		3.0	15.2
Time-based vesting options(a)	2.2		0.1	—
Total	$	53.6	28.9	35.0

Income tax benefit realized	$	12.7	7.0	8.1

We grant RSUs that contain only a service condition as part of our compensation program. RSUs are paid out in shares of Brink’s stock when the awards vest. For RSUs granted during the last three years, the units generally vest ratably in three equal annual installments. In 2020, we additionally granted RSUs that vested after a stated two year service condition had been met.

We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. The weighted-average fair value per share at grant date was $85.14 in 2024, $65.77 in 2023 and $64.30 in 2022. The weighted-average discount was approximately 2% in each of 2024, 2023 and 2022.


	Shares (in thousands)	Weighted-Average Grant Date Fair Value Per Share

Nonvested balance as of December 31, 2023	320.2	$	65.89
Activity from January 1 to December 31, 2024:
Granted	148.4	85.14
Forfeited	(32.3)	72.33

Vested	(145.9)	67.44
Nonvested balance as of December 31, 2024	290.4	$	74.24

The majority of outstanding IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For IM PSUs granted in 2021, the performance period was from January 1, 2021 to December 31, 2022 with an additional one year of service after 2022. For IM PSUs granted in 2022, the performance period was from January 1, 2022 to December 31, 2024. For IM PSUs granted in 2023, the performance period is from January 1, 2023 to December 31, 2025. For IM PSUs granted in 2024, the performance period is from January 1, 2024 to December 31, 2026. In 2023 and in 2024, we also granted IM PSUs to certain employees which contain a market condition (in the form of a relative TSR modifier), a performance condition, and a service condition. We measure the fair value of IM PSUs containing a market condition at the grant date using a Monte Carlo simulation model.

IM PSUs will be paid out in shares of Brink’s stock when the awards vest. For the IM PSUs granted in 2024, 2023 and 2022, the number of shares paid out ranges from 0% to 200% of an employee’s award, depending on the achievement of pre-established financial goals over the performance period. Shares are not paid out if the financial results do not meet a pre-established threshold level of performance.

Before 2023, we granted TSR PSUs containing a market condition as well as a service condition. We measure the fair value of TSR PSUs at the grant date using a Monte Carlo simulation model. TSR PSUs granted have a three year performance period and typically vest at the end of three years. TSR PSUs are paid out in shares of Brink’s stock when the awards vest. The number of shares paid out ranges from 0% to 200% of an employee's award depending on Brink's relative TSR rank among a selected peer group.


	Shares (in thousands)	Weighted-Average Grant Date Fair Value Per Share

Nonvested balance as of December 31, 2023	698.5	$	72.15
Activity from January 1 to December 31, 2024:
Granted	214.0	82.19
Forfeited or expired	(44.3)	70.53

Vested(a)	(229.1)	80.47
Nonvested balance as of December 31, 2024	639.1	$	72.64

(a)The vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2023 were 438.7 thousand, compared to target shares of 229.1 thousand.

The following table provides the terms and weighted-average assumptions used in the Monte Carlo simulation model for the IM PSUs with a market condition granted in 2024 and 2023 and the TSR PSUs granted in 2022:


Terms and Assumptions Used to Estimate Grant Date Fair Value	2024 IM PSUs(a)			2023 IM PSUs(a)			2022 TSR PSUs

Terms of awards:
Performance period	Jan. 1, 2024 to			Jan. 1, 2023 to			Jan. 1, 2022 to
	Dec. 31, 2025			Dec. 31, 2025			Dec. 31, 2024


Weighted-average assumptions used to estimate fair value:
Expected dividend yield(b)	1.1		%	1.2		%	1.2		%
Expected stock price volatility(c)	31.1		%	41.9		%	48.5		%
Risk-free interest rate(d)	4.3		%	4.5		%	1.8		%
Contractual term in years	2.8			2.8			2.8

Weighted-average fair value estimates at grant date:
In millions	$	10.5		$	8.5		$	3.4
Fair value per share	$	83.81		$	72.51		$	87.31

(b)The stock price projection in the Monte Carlo simulation model assumed a 0% dividend yield, which is mathematically equivalent to reinvesting dividends over the performance period. For the valuation of these PSUs with market conditions, because the holders of the awards have no rights to any dividend paid during the vesting period, we applied a dividend yield in the Monte Carlo simulation model to reduce the projected stock price as of the grant date.

Prior to 2019, we granted primarily performance-based stock options to select senior executives. These performance-based awards have a service condition as well as a market condition. We measure the fair value of these awards at the grant date using a Monte Carlo simulation model. No performance-based options were granted after 2018.

In 2020, 2019 and 2017, we granted time-based vesting stock options to certain senior executives. We measure the fair value of these awards at the grant date using the Black-Scholes-Merton option pricing model.

When vested, options entitle the holder to purchase a specified number of shares of Brink’s stock at a price set at the date the options were granted. The option price for Brink’s options was equal to the market price of Brink’s stock on the award date. Options granted to employees have a maximum term of six years.


	Shares (in thousands)	Weighted- Average Exercise Price Per Share		Weighted-Average Grant Date Fair Value Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(a) (in millions)

Outstanding at December 31, 2023(b)	174.4	$	73.45	$	17.92

Forfeited or expired	—	—		—
Exercised(b)	(174.4)	73.45		17.92
Outstanding at December 31, 2024(b)	—	$	—	$	—	—	$	—

Of the above, as of December 31, 2024:
Exercisable	—	$	—			—	$	—
Expected to vest in future periods(c)	—	$	—			—	$	—

(b)There were 174.4 thousand exercisable options with a weighted average exercise price of $73.45 at December 31, 2023 and 446.2 thousand exercisable options with a weighted average exercise price of $61.23 at December 31, 2022.


	Shares (in thousands)	Weighted- Average Exercise Price Per Share		Weighted-Average Grant Date Fair Value Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(a) (in millions)

Outstanding at December 31, 2023(b)	115.7	$	80.74	$	21.43


Exercised	(93.2)	79.92		21.54
Outstanding at December 31, 2024	22.5	$	84.17	$	20.98	1.1	$	0.2

Of the above, as of December 31, 2024:
Exercisable	22.5	$	84.17			1.1	$	0.2
Expected to vest in future periods(c)	—	$	—			—	$	—

(b)There were 115.7 thousand exercisable options with a weighted average exercise price of $80.74 at December 31, 2023 and 102.7 thousand exercisable options with a weighted average exercise price of $79.26 at December 31, 2022.


Assumptions Used to Estimate Grant Date Fair Value of Time-Based Options	2020

Assumptions used to estimate fair value:
Expected dividend yield(a)	0.7		%
Expected stock price volatility(b)	29.7		%
Risk-free interest rate(c)	1.3		%
Expected term in years(d)	4.5

Weighted-average fair value estimates at grant date:
In millions	$	1.7
Fair value per share	$	21.10

We granted DSUs to our non-employee directors as part of our compensation program. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.

DSUs granted after 2014 will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.


	Shares (in thousands)	Weighted-Average Grant-Date Fair Value

Nonvested balance as of December 31, 2023	19.2	$	62.43
Activity from January 1 to December 31, 2024:
Granted	13.6	87.93

Vested	(19.2)	62.43
Nonvested balance as of December 31, 2024	13.6	$	87.93

We have a deferred compensation plan that allows participants to defer a portion of their compensation into stock units. Units will be redeemed by employees for an equal number of shares of Brink’s stock. Employee deferred compensation accounts held 77,573 units at December 31, 2024, and 106,836 units at December 31, 2023.

We have a stock accumulation plan for our non-employee directors that, prior to 2014, provided for awards of stock units. Additionally, some fees paid to our directors are in the form of stock and may be deferred for distribution to a later date. Directors’ deferred compensation accounts held 21,818 units at December 31, 2024, and 21,075 units at December 31, 2023.