|
Michael J. Herling
Chairman
|
|
| | | | | | | | | | | |||||||||
|
![]() |
| |
When
|
| | |
![]() |
| |
Where
|
| | |
![]() |
| |
Record Date
|
|
|
May 8, 2025
10:00 a.m., Central Time |
| | |
McGuireWoods LLP
2601 Olive Street, Suite 2100 Dallas, TX 75201 |
| | |
Close of business on
March 6, 2025 |
|
| |
Voting
|
| |
|
| |||
| |
![]() |
| |
QR Code.
Scan this code with a smart phone or tablet to vote 24/7 |
| | | |
| |
![]() |
| |
Telephone.
Registered owners in the U.S. or Canada dial toll-free 24/7 1-800-690-6903 |
| | | |
| |
![]() |
| |
Internet.
www.proxyvote.com |
| | | |
| |
![]() |
| |
Mail.
Sign and date the enclosed proxy card and return in the envelope provided |
| | | |
| |
![]() |
| |
At the Meeting.
Attend the meeting to vote in person |
| | | |
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 8, 2025. |
|
|
The Proxy Statement and 2024 Annual Report to Shareholders are available at:
http://investors.brinks.com/annual-meeting |
|
| Proxy Summary | | | | | 1 | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | |
| Corporate Governance | | | | | 13 | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 22 | | |
| Proposal No. 1: Election of Directors | | | | | 23 | | |
| Proposal No. 2: Advisory Resolution to Approve Named Executive Officer Compensation | | | | | 27 | | |
| Compensation Discussion and Analysis | | | | | 28 | | |
| | | | | 29 | | | |
| | | | | 32 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 36 | | | |
| | | | | 38 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 48 | | | |
| | | | | 48 | | |
| Compensation and Human Capital Committee Report | | | | | 49 | | |
| Executive Compensation Tables | | | | | 50 | | |
| | | | | 50 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 56 | | | |
| | | | | 56 | | | |
| | | | | 59 | | |
| CEO Pay Ratio for 2024 | | | | | 66 | | |
| Pay Versus Performance | | | | | 68 | | |
| Director Compensation | | | | | 73 | | |
| | | | | 74 | | | |
| | | | | 74 | | | |
| | | | | 74 | | | |
| | | | | 74 | | | |
| | | | | 75 | | | |
| | | | | 76 | | |
| Stock Ownership | | | | | 77 | | |
| | | | | 77 | | | |
| | | | | 79 | | | |
| | | | | 80 | | |
| Proposal No. 3: Approval of the Selection of Independent Registered Public Accounting Firm | | | | | 81 | | |
| Audit and Ethics Committee Report | | | | | 83 | | |
| Questions and Answers About the Annual Meeting | | | | | 84 | | |
| Shareholder Reference Information | | | | | 87 | | |
| Voluntary Electronic Delivery of Proxy Materials | | | | | 89 | | |
| Appendix A | | | | | A-1 | | |
| Appendix B | | | | | B-1 | | |
|
![]() |
| |
Date and Time
Thursday, May 8, 2025
at 10:00 a.m., Central Time |
|
|
![]() |
| |
Place
McGuireWoods LLP
2601 Olive Street, Suite 2100 Dallas, TX 75201 |
|
|
![]() |
| |
Record Date
March 6, 2025
|
|
|
![]() |
| |
Voting
![]() ![]() ![]() ![]() ![]() |
|
|
![]() |
| |
QR Code
Scan this code with a smart phone or tablet to vote 24/7
|
|
|
![]() |
| |
Internet
proxyvote.com
|
|
|
![]() |
| |
At the Meeting
Shareholders as of March 6, 2025 can vote in person at the Annual Meeting; see “How do I vote at the Annual Meeting?” on page 84
|
|
|
![]() |
| |
Telephone
Registered owners in the U.S. or
Canada dial toll-free 24/7 1-800-690-6903 |
|
|
![]() |
| |
Mail
Sign and date the enclosed proxy card and return in the envelope provided
|
|
| | | | | |
|
![]() |
| |
1
|
|
|
Proposal
|
| | | | |
Board’s Voting
Recommendation |
| |
Page
Reference |
|
|
1
|
| |
Election of directors named in this Proxy Statement for one-year terms expiring in 2026
|
| |
FOR
Each Director Nominee |
| |
23
|
|
|
2
|
| | Approval of an advisory resolution on named executive officer compensation | | |
FOR
|
| |
27
|
|
|
3
|
| |
Approval of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
|
| |
FOR
|
| |
81
|
|
| | | | | |
| 2 | | |
2025 Proxy Statement
|
|
|
Board Structure and Independence
|
| |
■
Separate Chief Executive Officer (“CEO”) and Chairman of the Board
■
89% of director nominees are independent
■
Independent directors hold executive sessions regularly and the Chairman of the Board communicates any concerns to the CEO or management
|
| |
■
Standing Board committees are 100% independent
■
Director nominees have an average tenure of 7.9 years of service on the Board
|
|
|
Board Oversight
|
| |
■
Proactive, comprehensive and strategic succession plan for the CEO and other senior executives, including the NEOs
■
Annual dedicated Board meeting focused on long-term Company strategy discussions
|
| |
■
Direct oversight of:
■
Corporate strategy;
■
CEO succession;
■
Risk management, including our enterprise risk management (“ERM”) and cybersecurity programs; and
■
Our Sustainability Program
|
|
|
Board Effectiveness
|
| |
■
Annual Board, committee and individual performance evaluations with periodic use of an external facilitator
■
Multiple “audit committee financial experts”
■
Robust orientation program for new directors with Board leadership and senior management
|
| |
■
Thoughtful Board succession process to ensure the Board remains aligned with the needs of the Company as it evolves
■
Mandatory retirement age policy with no waivers or exceptions
■
Formal overboarding policy
|
|
|
Shareholder Rights and Engagement
|
| |
■
All directors elected annually
■
Majority vote standard for uncontested elections of directors
■
Annual shareholder advisory vote on NEO compensation
■
Proxy access rights(1)
|
| |
■
Shareholders holding at least 20% of our outstanding common stock (“Common Stock”) may call a special meeting
■
Regular shareholder engagement on a variety of topics, including governance, executive compensation and sustainability matters
■
No shareholder rights plan (poison pill)
|
|
|
New in 2024
|
| |
■
Published the Company’s 2023 Sustainability Report in July 2024, disclosing Scope 1 and Scope 2 emissions for 19 countries, representing 88% of the Company’s total revenue in 2023 (up from 72% previously disclosed in the Company’s 2022 Sustainability Report)
■
Implemented continuing education series for our directors consisting of a regular schedule of external and internal subject matter experts, presenting on relevant topics designed to enhance our directors’ understanding of complex or fast-developing subject areas
|
|
| | | | | |
|
![]() |
| |
3
|
|
| | | | | | | | | | | | | | | | | |
Committee
Membership |
| |||||||||
| | |
Name, Age and Position*
|
| |
Gender
|
| |
Race
|
| |
Citizenship
|
| |
Tenure
|
| |
AC
|
| |
CC
|
| |
CGC
|
| |
FC
|
|
![]() |
| |
Kathie J. Andrade, 64
Retired CEO, TIAA Retail Financial Services and Chairman of TIAA Federal Savings Bank |
| |
F
|
| |
W
|
| |
US
|
| |
6
|
| |
■
|
| | | | |
☐
|
| | | |
![]() |
| |
Paul G. Boynton, 60
Past President, CEO and Chair, Rayonier Advanced Materials Inc. and Rayonier, Inc. |
| |
M
|
| |
W
|
| |
US
|
| |
15
|
| | | | |
■
|
| | | | |
☐
|
|
![]() |
| |
Ian D. Clough, 58
Executive Vice President, Global Pricing & Product, DHL Express |
| |
M
|
| |
W
|
| |
UK
|
| |
9
|
| |
☐
|
| | | | | | | |
■
|
|
![]() |
| |
Susan E. Docherty, 62
Former CEO and Director, ElectraMeccanica Vehicles Corp. |
| |
F
|
| |
W
|
| |
Dual
(Canada/US)
|
| |
11
|
| | | | |
☐
|
| | | | |
■
|
|
![]() |
| |
Mark Eubanks, 52
President and CEO, The Brink’s Company |
| |
M
|
| |
W
|
| |
US
|
| |
3
|
| | | | | | | | | | | | |
![]() |
| |
Michael J. Herling (Chairman), 67
Partner, Finn Dixon & Herling |
| |
M
|
| |
W
|
| |
US
|
| |
16
|
| | | | |
■
|
| |
■
|
| | | |
![]() |
| |
A. Louis Parker, 70
Retired Corporate Vice President, General Electric Company/GE Capital and Co-Founder, Visible Men Academy |
| |
M
|
| |
B
|
| |
US
|
| |
4
|
| |
■
|
| | | | |
■
|
| | | |
![]() |
| |
Timothy J. Tynan, 65
CEO, Chargeback Gurus |
| |
M
|
| |
W
|
| |
US
|
| |
4
|
| | | | |
■
|
| | | | |
■
|
|
![]() |
| |
Keith R. Wyche, 65
Retired Vice President, Community Engagement and Support, Walmart, Inc. |
| |
M
|
| |
B
|
| |
US
|
| |
3
|
| |
■
|
| | | | |
■
|
| | | |
| |
AC = Audit & Ethics Committee
CC = Compensation & Human Capital Committee CGC = Corporate Governance & Nominating Committee FC = Finance & Business Development Committee ■ = Committee Member |
| |
☐ = Committee Chair
F = Female M = Male W = White B = Black or African American |
| |
| | | | | |
| 4 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
5
|
|
| | | | | |
| 6 | | |
2025 Proxy Statement
|
|
|
Independence
|
| |
Board Refreshment
|
| |||
|
![]() |
| |
![]() |
| |
![]() |
|
| | | | | |
|
![]() |
| |
7
|
|
|
![]() |
| |
![]() |
| |
![]() |
|
|
Finance, Accounting &
Financial Reporting
Experience in accounting, financial reporting or auditing processes and standards and in oversight and management of the corporate finance function, including internal controls.
|
| |
Risk Management
Experience overseeing complex risk management matters, including cybersecurity.
|
| |
Global Business Operations &
Technology
Experience leading multi-national or global business operations and technology.
|
|
|
![]() |
| |
![]() |
| |
![]() |
|
|
Business Strategy &
Mergers and Acquisitions
Experience implementing a company’s goals and initiatives for growth organically and through strategic mergers and acquisitions.
|
| |
Sales and Marketing &
Customer Relations
Experience managing a corporate marketing or sales function.
|
| |
Relevant Industry Experience
Experience in industries most relevant to the Company’s business, including the financial services and fintech industries, as well as the logistics service industry.
|
|
|
![]() |
| |
![]() |
| |
![]() |
|
|
Legal & Regulatory Compliance
Experience in complex legal matters and regulatory compliance oversight. |
| |
Corporate Governance
Experience with current corporate governance standards and practices in public companies, including protection of shareholder interests.
|
| |
Human Capital Management
Experience with executive compensation, attracting and retaining top talent, succession planning and human capital risk management.
|
|
| | | | | |
| 8 | | |
2025 Proxy Statement
|
|
| | | |
Kathie J.
Andrade |
| |
Paul G.
Boynton |
| |
Ian D.
Clough |
| |
Susan E.
Docherty |
| |
Mark
Eubanks |
| |
Michael J.
Herling |
| |
A. Louis
Parker |
| |
Timothy J.
Tynan |
| |
Keith R.
Wyche |
|
|
Finance, Accounting &
Financial Reporting |
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
Risk Management
|
| |
![]() |
| | | | |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| | | | | | |
|
Global Business
Operations & Technology |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
Business Strategy &
Mergers and Acquisitions |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| | | |
|
Sales and Marketing &
Customer Relations |
| | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| | | | | | | | | | |
![]() |
|
|
Relevant Industry Experience
|
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
Legal & Regulatory Compliance
|
| | | | |
![]() |
| |
![]() |
| | | | | | | |
![]() |
| | | | |
![]() |
| | | |
|
Corporate Governance
|
| |
![]() |
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| | | | | | | | | |
|
Human Capital Management
|
| | | | | | | | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| | | | |
![]() |
|
| 2024 “Say on Pay” Results and Shareholder Engagement | | | | |
|
At the 2024 Annual Meeting of Shareholders, over 97% of votes cast approved the “Say on Pay” proposal regarding the compensation awarded to NEOs. The Compensation Committee and the Board take into account the results of the “Say on Pay” vote as they consider the design of the executive compensation program and policies. There were no changes made to the Company’s executive compensation program in direct response to the 2024 “Say on Pay” voting results.
The Board and management believe that shareholder engagement is a vital component of our governance practices. We regularly engage with our shareholders in furtherance of our commitment to an appropriate executive compensation program design and strong governance practices. Members of management and the Board continue to engage in outreach to the Company’s shareholders to discuss a variety of matters, including Company performance and strategy, corporate governance, executive compensation policies and practices and sustainability, and have been responsive to the feedback provided by our shareholders. We look forward to ongoing dialogue and collaboration with our shareholders.
|
| |
![]() |
|
| | | | | |
|
![]() |
| |
9
|
|
PAY ELEMENT
|
| |
HIGHLIGHTS
|
|
Base Salary
(Fixed) |
| |
■
Base salary is fixed cash compensation that provides pay at a level consistent with competitive market practices based on an executive’s role, responsibilities, skills, experience and performance.
■
Base salary provides fixed compensation necessary to attract and retain executives.
|
|
Annual Incentive
(Performance-Based and At-Risk) |
| |
■
The annual cash incentive opportunity under our Brink’s Incentive Plan (“BIP”) is a cash award based on Company financial performance, individual performance and, for certain executives, performance of operating companies within their scope of responsibility (referred to as Region Operating Performance).
■
Annually, the Compensation Committee sets a rigorous, pre-established target level of performance for one or more metrics aligned to our financial goals for the year, which we believe are key drivers of shareholder value.
|
|
Long-Term Incentive (“LTI”)
(Performance-Based and At-Risk) |
| |
■
Our annual equity award opportunity is designed to ensure a significant portion of NEO compensation is tied to our long-term Company financial performance and increases in shareholder value over a long-term performance period, primarily earnings before interest, depreciation and amortization (“EBITDA”) and relative total shareholder return (“TSR”).
■
The Compensation Committee annually determines the types and mix of LTI awards to be made to NEOs and makes appropriate changes based upon an analysis of external market data, consistent with our pay for performance philosophy and strong emphasis on creating shareholder value and attracting and retaining talent.
■
Since 2023, awards have been granted as a mix of Internal Metric (“IM”) performance stock units (“PSUs”), subject to a relative TSR modifier of +/- 25% (the “RTSR Modifier”), and restricted stock units (“RSUs”). IM PSUs with RTSR Modifier are paid out in shares of Common Stock at the end of a three-year performance period, based on achievement of cumulative adjusted EBITDA performance goals (subject to the RTSR Modifier), and subject to a three-year vesting requirement. No options have been awarded since 2020.
|
|
| | | | | |
| 10 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
11
|
|
| | | | | |
| 12 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
13
|
|
| |
Cybersecurity
Risk Oversight |
| |
| | Cybersecurity risk oversight is a top priority for the Board. The Company has adopted physical, technological and administrative cybersecurity controls and has a defined procedure for cybersecurity incident detection, containment, response and remediation. The Board is regularly briefed by the Company’s Global Chief Information Officer and Chief Information Security Officer on the Company’s cybersecurity risk management framework and on the Company’s completed, ongoing and planned actions relating to cybersecurity risks. | | |
| | | | | |
| 14 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
15
|
|
|
1
|
| |
A director who is, or has been within the last three years, an employee of the Company, or whose immediate family member is, or has been within the last three years, an executive officer of the Company, is not independent. Employment as an interim Chairman, CEO or other executive officer will not disqualify a director from being considered independent following such employment.
|
|
|
2
|
| |
A director who has received or who has an immediate family member serving as an executive officer who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company (excluding director and committee fees and pensions or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service), is not independent. Compensation received by a director for former service as an interim Chairman, CEO or other executive officer will not count toward the $120,000 limitation.
|
|
|
3
|
| |
(A) A director who is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) a director who has an immediate family member who is a current partner of such a firm; (C) a director who has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) a director who was or whose immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time, in any such instance ((A) — (D)) is not independent.
|
|
|
4
|
| |
A director who is or has been within the last three years, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee, is not independent.
|
|
|
5
|
| |
A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent.
|
|
| | | | | |
| 16 | | |
2025 Proxy Statement
|
|
| AUDIT COMMITTEE | | | | | |
MEETINGS IN 2024: 7
|
| |||
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Kathie J. Andrade • O
|
| |
Ian D. Clough ☐ • O
|
| |
A. Louis Parker • O
|
| |
Keith R. Wyche O
|
|
| The Audit Committee oversees management’s conduct of the Company’s financial reporting process and the integrity of its financial statements, including the Company’s accounting, internal controls and internal audit function. The Audit Committee also evaluates the qualifications and performance of the Company’s independent auditors, assesses the independence of the Company’s independent auditors and oversees the annual independent audit of the Company’s financial statements, significant legal matters and the Company’s ethics and compliance program. | | |||||||||
|
☐ = Committee Chair
• = Audit Committee Financial Expert as that term is defined by the rules promulgated by the SEC
O = Financially Literate under the NYSE standards
|
|
| | | | | |
|
![]() |
| |
17
|
|
| COMPENSATION COMMITTEE | | |
MEETINGS IN 2024: 5
|
| ||||||
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Paul G. Boynton
|
| |
Susan E. Docherty ☐
|
| |
Michael J. Herling
|
| |
Timothy J. Tynan
|
|
| The Compensation Committee is responsible for overseeing the policies and programs relating to the compensation of our CEO and other senior executives, including policies governing salaries, incentive compensation and compensation plans, as well as the Company’s human capital management policies and strategies. For a further discussion of the Compensation Committee, see “Compensation Discussion and Analysis,” beginning on page 28. | | |||||||||
| ☐ = Committee Chair | |
| CORPORATE GOVERNANCE COMMITTEE | | |
MEETINGS IN 2024: 4
|
| ||||||
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Kathie J. Andrade ☐
|
| |
Michael J. Herling
|
| |
A. Louis Parker
|
| |
Keith R. Wyche
|
|
| The Corporate Governance Committee is responsible for identifying individuals qualified to become Board members consistent with criteria approved by the Board and recommending to the Board director nominees. The Corporate Governance Committee also oversees the corporate governance of the Company, including recommending to the Board the Corporate Governance Guidelines, the director education program and the annual evaluation of the Board’s performance. In addition, the Corporate Governance Committee recommends to the Board any changes in non-employee director compensation. | | |||||||||
| ☐ = Committee Chair | |
| | | | | |
| 18 | | |
2025 Proxy Statement
|
|
| FINANCE COMMITTEE | | |
MEETINGS IN 2024: 5
|
| ||||||
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Paul G. Boynton ☐
|
| |
Ian D. Clough
|
| |
Susan E. Docherty
|
| |
Timothy J. Tynan
|
|
| The Finance Committee monitors the Company’s strategic direction, including its acquisition strategy, approves certain strategic transactions, reviews the capital structure of the Company and recommends to the Board dividend and other actions and policies regarding the financial affairs of the Company, and oversees and monitors the funding of the Company’s Frozen Pension Plan, and the performance of the Company’s management Retirement Plan Committee (formerly, the Oversight Committee), the named fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is responsible for the administration of the Company’s ERISA plans. | | |||||||||
| ☐ = Committee Chair | |
|
1
|
| |
Succession Planning
The Corporate Governance Committee regularly engages in succession planning for the Board. In accordance with the Corporate Governance Guidelines and the Corporate Governance Committee charter, the Corporate Governance Committee periodically assesses whether any vacancies on the Board are expected due to retirement or other factors and considers possible director candidates. The Corporate Governance Committee has used professional search firms to identify candidates based upon the director membership criteria described in the Corporate Governance Guidelines.
|
|
|
2
|
| |
Identification of Qualified Candidates
The Corporate Governance Committee’s charter provides that the Corporate Governance Committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations to the Corporate Governance Committee through the method described under “Communications with Non-Management Members of the Board of Directors” on page 22. In accordance with the Company’s Bylaws, any shareholder of record entitled to vote for the election of directors at a meeting of shareholders may nominate persons for election to the Board, if the shareholder complies with the notice procedures set forth in the Bylaws and summarized in the section of this Proxy Statement entitled “Shareholder Reference Information — Shareholder Proposals and Director Nominations” on page 87. The Company did not receive any notice of a director candidate recommended by a shareholder or group of shareholders owning more than 5% of the Company’s voting common stock for at least one year as of the date of recommendation on or prior to November 18, 2024, the date that was 120 days before the anniversary date of the release of the prior year’s proxy statement to shareholders.
The Corporate Governance Committee evaluates all director candidates in accordance with the director membership criteria described in the Corporate Governance Guidelines. The Corporate Governance Committee evaluates any candidate’s qualifications to serve as a member of the Board based on a variety of professional experiences, including, but not limited to, those related to business, industry, areas of expertise, community or civic affairs, geographic location, the number of other directorships held (including for both for-profit and non-profit
|
|
| | | | | |
|
![]() |
| |
19
|
|
| | | |
organizations) and leadership capabilities, along with any other skills or experience which would be of assistance to management in operating the Company’s business.
|
|
| | | |
When considering a director standing for election as a nominee, including re-election, in addition to the attributes described above, the Corporate Governance Committee considers that individual’s past contribution, if for re-election, and future commitment to the Company. The Corporate Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not restrict itself by establishing minimum qualifications or attributes.
|
|
|
3
|
| |
Selection of Candidates
After evaluating any potential director nominees, including those recommended by shareholders, the Corporate Governance Committee makes a recommendation to the full Board, and the Board determines the nominees. The evaluation process of prospective director nominees is the same for all nominees, regardless of the source from which the nominee was first identified.
|
|
|
4
|
| |
Election of Directors
After the Board determines the nominees for election, the director nominees are each presented to shareholders for election to a one-year term to the Board. Generally, directors will be elected by a majority of the votes cast. In the event of a contested election, where the number of candidates exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.
The Company’s Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes “against” his or her election than votes “for” his or her election must promptly tender his or her resignation to the Board. The Corporate Governance Committee will then evaluate the best interests of the Company and its shareholders and will recommend to the Board whether to accept or reject the tendered resignation. Following the Board’s determination, the Company will disclose the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation.
|
|
|
We believe that our director nominating process results in an experienced, qualified and independent Board.
|
|
| | | | | |
| 20 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
21
|
|
| | | | | |
| 22 | | |
2025 Proxy Statement
|
|
| |
![]() |
| |
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
NINE NOMINEES NAMED IN THIS PROXY STATEMENT FOR ELECTION AS DIRECTORS.
|
|
| | | | | |
|
![]() |
| |
23
|
|
| |
![]()
Age: 64
■
Audit Committee
■
Corporate
Governance Committee (Chair)
Director since:
2019 |
| |
KATHIE J. ANDRADE
|
| |||
| Ms. Andrade is the former Chief Executive Officer of TIAA Retail Financial Services and Chairman of TIAA Federal Savings Bank (“TIAA”), a leading provider of financial services in the academic, research, medical, cultural and governmental fields, where she served from 2016 to 2018. Ms. Andrade joined TIAA in 2008 serving as Chief Operating Officer of Individual Advisory Services. From 2011 to 2016, she served as both President of TIAA Services Broker-Deal and Head of Individual Advisory Services. Between 1986 and 2008, she held a number of senior management positions at Bank of America, including Chief Operating Officer for the alternative investments group and Chief Operating and Technology Officer for the wealth management group. Ms. Andrade currently serves on the Board of Directors of Grange Insurance, a privately owned company, where she is a member of the Strategy and Finance, Human Capital and Governance Committees. She also serves as a board member for Lincoln Investments, a privately owned company. Ms. Andrade previously served on the Board of Directors of Waddell & Reed Financial, Inc. (NYSE:WDR) from 2019 to 2021. She is an experienced leader who brings a deep understanding of the financial services industry, business strategy, risk management, corporate governance and technological innovation to the Board. | |
| |
![]()
Age: 60
■
Compensation Committee
■
Finance Committee (Chair)
Director since:
2010 |
| |
PAUL G. BOYNTON
|
| |||
| Mr. Boynton is the former President and CEO of Rayonier Advanced Materials Inc. (NYSE:RYAM) (“Rayonier”), a global producer of high-value cellulose fibers, packaging materials and forest products. Mr. Boynton served as an Executive Advisor to Rayonier from June to December 2022. Prior to that, he served as President and Chief Executive Officer from 2014 to 2021, Chairman from 2014 to 2020 and Vice Chair from January to May of 2022. Mr. Boynton previously served as President and Chief Executive Officer of Rayonier Inc. from January 2012 through June 2014 and additionally served as Chairman from May 2012 through June 2014. Prior to this time, he served as President and Chief Operating Officer from 2010 to 2011; Executive Vice President, Forest Resources and Real Estate from 2009 to 2010; and Senior Vice President, Performance Fibers and Wood Products from 2008 to 2009. He previously served as a member of the Board of Governors and its Executive Committee of the National Council for Air and Stream Improvement and a member of the Board of Directors of the National Association of Manufacturers. He also served as a member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Jacksonville Branch from 2017 to 2022. Mr. Boynton currently serves on the Board of Directors of American Forests and the Board of Trustees for Jacksonville University and serves as the Managing Director of the Chang Robotics Fund. Mr. Boynton brings his executive-level international business operations experience through his work for Rayonier, as well as experience in strategic business development, risk management, regulatory compliance and sales and marketing to the Board. | |
| |
![]()
Age: 58
■
Audit Committee
(Chair)
■
Finance Committee
Director since:
2016 |
| |
IAN D. CLOUGH
|
| |||
| Mr. Clough is the Executive Vice President of Global Pricing & Product for DHL Express, a company that provides global contract logistics solutions. He has served in the position since April 2022. Prior to that, he served as Managing Director, Network, Logistics and Transport at DHL Supply Chain from June 2018 to April 2022. From May 2016 to June 2018, he was an independent management consultant. Mr. Clough served as Managing Director of International Europe of TNT Express N.V. (a Netherlands-based international courier delivery services company) from April 2014 to May 2016 and also served as a member of the company’s Management Board during that time. Previously, he served as Chief Executive Officer of DHL Express (USA), part of the Deutsche Post DHL Group from 2009 to 2014. Mr. Clough has experience in general management as well as in leading business turnarounds. He also brings to the Board deep transportation and logistics industry insight and knowledge, as well as experience in leading international businesses. | |
| | | | | |
| 24 | | |
2025 Proxy Statement
|
|
| |
![]()
Age: 62
■
Compensation Committee (Chair)
■
Finance Committee
Director since:
2014 |
| |
SUSAN E. DOCHERTY
|
| |||
| Ms. Docherty is the former Chief Executive Officer and director of ElectraMeccanica Vehicles Corporation (“ElectraMeccanica”), a company that designs and manufactures micromobility electric vehicles, serving at ElectraMecannica from December 2022 until its acquisition by XOS, Inc. (Nasdaq:XOS) in April 2024. Prior to that, she served as the Chief Executive Officer of Canyon Ranch, a company that promotes healthy living and holistic wellness retreats, with destination resorts and real estate throughout the United States, from May 2015 to August 2019. Ms. Docherty has more than three decades of experience in the automotive industry. She served as GM Vice President with operating responsibility as President and Managing Director for Chevrolet and Cadillac Europe, General Motors Company, an automobile manufacturing company, from December 2011 through September 2013. Ms. Docherty served as Vice President of International Operations Sales, Marketing and Aftersales from 2010 to 2011; and Vice President U.S. Sales, Service and Marketing from 2009 to 2010; Vice President, U.S. Sales in 2009; and General Manager and Vice President, Buick-Pontiac-GMC from 2008 to 2009. Ms. Docherty currently serves on the Board of Directors of J&J Ventures Gaming LLC, a private entertainment and amusement company, a position that she has held since September 2021. Ms. Docherty previously served on the Board of Mister Car Wash, Inc. (NYSE:MCW) from June 2021 to January 2023. Ms. Docherty has executive-level experience in international business operations and significant experience in human capital management, consumer sales, marketing and merger/acquisitions. | |
| |
![]()
Age: 52
Director since:
2022 |
| |
MARK EUBANKS
|
| |||
| Mr. Eubanks has served as President and CEO and a director of the Company since May 2022. Prior to that, he served as the Company’s Executive Vice President and Chief Operating Officer (“COO”) from September 2021 to May 2022. Before joining the Company, Mr. Eubanks served as President, Europe, Middle East and Africa for Otis Worldwide Corporation (NYSE:OTIS) from April 2019 to September 2020. Prior to that, he served as Group President, Electrical Products, for Eaton Corporation plc, a global power management company, from 2015 to 2019. Mr. Eubanks currently serves as an Advisory Board Member for the University of Florida College of Electrical and Computer Engineering. Mr. Eubanks brings his significant operational experience at large, complex international businesses to the Board, together with his financial and strategic experience. | |
| |
![]()
Chairman of the Board
Age: 67
■
Compensation Committee
■
Corporate
Governance Committee
Director since:
2009 |
| |
MICHAEL J. HERLING
|
| |||
| Mr. Herling is the independent Chairman of the Board. Mr. Herling served as the Company’s independent Lead Director from May 2022 to May 2023, during which time the Board had an Executive Chairman. Prior to his tenure as Lead Director, Mr. Herling served as the Chairman of the Board from 2016 to 2022. Mr. Herling is a founding partner of Finn Dixon & Herling LLP (a law firm that provides corporate, transactional, securities, investment management, lending, tax, executive compensation and benefits and litigation counsel). He has held that position since 1987. He currently serves as the Chairman Emeritus of the Board of Trustees of Colgate University. The Board benefits from Mr. Herling’s entrepreneurial experience as a founding partner of Finn Dixon & Herling and his extensive legal experience representing corporate and institutional clients and their boards of directors with a focus on strategic initiatives and complex transactions such as mergers and acquisitions and financings. Through his varied Board experience, Mr. Herling brings his experience and knowledge in corporate governance and compliance, risk oversight, audit, management and executive compensation matters to the Board. | |
| | | | | |
|
![]() |
| |
25
|
|
| |
![]()
Age: 70
■
Audit Committee
■
Corporate Governance
Committee
Director since:
2021 |
| |
A. LOUIS PARKER
|
| |||
| Mr. Parker is a retired Corporate Vice President of General Electric Company (NYSE:GE) and GE Capital, the financial services division of General Electric Company. He is also an Emeritus Board Member of Visible Men Academy, an innovative public, tuition-free K-5 charter school for at-risk boys in Bradenton, Florida, which he co-founded in 2012. He served as CEO of Visible Men Academy until January 2023. Before that, Mr. Parker served as the Executive Vice President and Chief Financial Officer of Visible Men Academy from 2012 to April 2021. From 1996 to 2009, Mr. Parker held the Chief Executive Officer role in multiple business lines within GE Capital, during which time he was named a General Electric Vice President, a Top 30 Executive and a member of the Corporate Executive Council. He is an alumnus and has served on the Board of Directors of A Better Chance, whose mission is to increase the number of young people prepared to assume leadership positions in our society. Mr. Parker is also a member and previously served on the board of The Executive Leadership Council, a membership organization for the development of global leaders. Throughout his executive career, including work at IBM, Morgan Stanley, ADP and GE, he served in various industries, including insurance, financial services, homeland security and manufacturing. Mr. Parker brings valuable international business operations experience to the Board and a deep understanding of Lean/Six Sigma, acquisition integrations, technology, business restructurings, risk management, finance and equity and inclusion. | |
| |
![]()
Age: 65
■
Compensation
Committee
■
Finance Committee
Director since:
2021 |
| |
TIMOTHY J. TYNAN
|
| |||
| Mr. Tynan is the CEO of Chargeback Gurus, a provider of risk mitigation chargeback prevention and recovery services for e-commerce payments, a position that he has held since October 2022. He is the former CEO of Banc of America Merchant Services LLC (BAMS), one of the largest payments processing organizations in the U.S., a joint venture with Bank of America and Fiserv. He served in that role from May 2014 until February 2021. Prior to that role, Mr. Tynan held senior leadership positions at Citigroup from 2001 through 2014 including COO of global transaction banking, global head of shared business services, and in Tokyo, Japan, where he served as the managing director and regional head of the treasury, trade, and securities services divisions from 2012 to 2014. He was also an executive officer and member of the management committee of Citibank Japan Ltd. Mr. Tynan began his career with the IBM Corporation and held various executive leadership roles in sales & marketing, product development, service, and client relationship management. Mr. Tynan currently serves on the Boards of Directors of Chargeback Gurus and Engage Fi (provider of consulting services to credit unions and community banks), which are both privately owned companies of Falfurrias Capital Partners, where Mr. Tynan is senior advisor. Mr. Tynan brings to the Board valuable banking, fintech and digital payments experience. He also provides experience in merchant payments processing, business integration and technology, financial reporting, HR operations, procurement and regulatory compliance. | |
| |
![]()
Age: 65
■
Audit Committee
Corporate
■
Governance
Committee
Director since:
2022 |
| |
KEITH R. WYCHE
|
| |||
| Mr. Wyche is the retired Vice President, Community Engagement and Support at Walmart, Inc. (NYSE:WMT). He served in that role from 2020 to 2024. Prior to this role, Mr. Wyche served as Vice President, Operations at Walmart from 2017 until 2020. Prior to Walmart, Mr. Wyche served as president at two of SuperValu’s grocery chains, Cub Foods and Acme Markets from 2009 to 2013, and before that he held leadership roles in operations at Pitney Bowes from 2003 to 2009 and Convergys (now a part of Concentrix) from 2000 to 2003. Since 2024, Mr. Wyche has served on the board of directors of the non-profit OIC of America. From 2011 to 2013, he served on the board of directors of WMS Industries (NYSE:WMS), now a wholly owned subsidiary of Scientific Games Corporation (NASDAQ:SGMS). Mr. Wyche is an experienced leader who brings a deep understanding of the retail industry, talent management and inclusion to the Board. | | |||||||
| |
|
| | | | |
| | | | | |
| 26 | | |
2025 Proxy Statement
|
|
| |
![]() |
| |
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER
COMPENSATION.
|
|
| | | | | |
|
![]() |
| |
27
|
|
| Executive Summary | | | | | 29 | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 32 | | |
| Compensation Philosophy and Governance Practices | | | | | 32 | | |
| | | | | 32 | | | |
| | | | | 33 | | |
| Executive Compensation Program Components for 2024 | | | | | 34 | | |
| | | | | 34 | | | |
| | | | | 35 | | |
| Process for Setting Executive Compensation | | | | | 35 | | |
| | | | | 35 | | | |
| | | | | 35 | | | |
| | | | | 36 | | | |
| | | | | 36 | | |
| Factors Considered in Making Compensation Decisions | | | | | 36 | | |
| | | | | 36 | | | |
| | | | | 36 | | | |
| | | | | 38 | | |
| 2024 Compensation Decisions by Component | | | | | 38 | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 42 | | |
| Benefits | | | | | 46 | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 47 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | |
| | | | | |
| 28 | | |
2025 Proxy Statement
|
|
|
Our Named Executive Officers
|
|
|
![]() |
| | |
![]() |
|
|
Mark Eubanks
President and Chief Executive
Officer |
| | |
Kurt B. McMaken
Executive Vice President and
Chief Financial Officer |
|
|
![]() |
| | |
![]() |
| | |
![]() |
|
|
Daniel J. Castillo
Executive Vice President
and President, North America |
| | |
Elizabeth A. Galloway
Executive Vice President
and Chief Human Resources Officer |
| | |
James K. Parks
Executive Vice President
and President, Europe, Middle East, Africa and Asia |
|
| | | | | |
|
![]() |
| |
29
|
|
|
Key 2024 Financial Performance Metrics
|
|
| | | | | |
| 30 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
31
|
|
|
2024 “Say on Pay” Results and Shareholder Engagement
|
| | ||
|
At the 2024 Annual Meeting of Shareholders, over 97% of votes cast approved the “Say on Pay” proposal regarding the compensation awarded to NEOs. The Compensation Committee and the Board take into account the results of the “Say on Pay” vote as they consider the design of the executive compensation program and policies. There were no changes made to the Company’s executive compensation program in direct response to the 2024 “Say on Pay” voting results.
The Board and management believe that shareholder engagement is a vital component of our governance practices. We regularly engage with our shareholders in furtherance of our commitment to an appropriate executive compensation program design and strong governance practices. Members of management and the Board continue to engage in outreach to the Company’s shareholders to discuss a variety of matters, including Company performance and strategy, corporate governance, executive compensation policies and practices and sustainability, and have been responsive to the feedback provided by our shareholders. We look forward to ongoing dialogue and collaboration with our shareholders.
|
| |
![]() |
|
| | | | | |
| 32 | | |
2025 Proxy Statement
|
|
![]() |
| |
WHAT WE DO
|
| | |
![]() |
| |
WHAT WE DON’T DO
|
|
■
Pay for performance — the majority of the compensation for our NEOs is in the form of variable, at-risk pay linked to the long-term financial and strategic goals of the Company
■
Shareholder alignment — our compensation program is designed to be aligned with the Company’s long-term interests and those of our shareholders with performance-based LTI subject to rigorous performance targets, including relative TSR
■
Balanced pay mix — compensation consists of fixed and variable pay, short-term and long-term pay, and includes both cash and equity
■
Pay caps — incentives have pre-established threshold, target and maximum levels, and the RTSR Modifier is capped at 100% if absolute TSR during the performance period is negative
■
Robust stock ownership guidelines — the CEO must hold Company stock equal to six times base salary, other executive officers must hold Company stock equal to three times base salary and non-executive officers who are members of the Company’s executive leadership team (“ELT”) must hold Company stock equal to one times base salary
■
Clawback policies — performance-based cash and equity incentives are subject to clawback in the event of an accounting restatement of our financial statements
■
Restrictive covenants — LTI awards to NEOs are subject to non-competition and non-solicitation provisions
■
Balanced change in control benefits — both equity awards and our Change in Control Plan require a termination of employment following a change in control for automatic accelerated vesting and payment of benefits
■
Independent compensation consultant — the Compensation Committee retains an independent consulting firm that provides no other services to the Company
■
Annual market review of executive compensation
■
Annual risk assessment of incentive compensation program
■
Annual review of overhang levels and burn rates
|
| | |
■
No tax gross-ups (except for certain relocation expenses pursuant to our executive relocation policy)
■
No excessive perquisites — perquisites generally limited to relocation, certain executive and spouse travel, executive health and financial planning benefits, as well expatriate benefits for those executives on international assignments
■
No hedging or pledging of Company securities by directors and executive officers
■
No repricing or exchanging of underwater stock options
|
|
| | | | | |
|
![]() |
| |
33
|
|
| | | | | | |
Compensation
Element |
| |
How Payout Is Determined
|
| |
Performance Measures
|
| |
Purpose
|
|
|
SHORT-TERM
|
| |
PAID IN CASH
|
| |
Salary
(fixed) |
| |
■
Compensation Committee judgment, informed by evaluation of market data
|
| | N/A | | |
■
Provides compensation at a level consistent with competitive practices
■
Reflects role, responsibilities, skills, experience and performance
|
|
|
Annual
Incentive (variable) |
| |
■
Compensation Committee review of performance against pre-established financial goals and individual performance, with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set
|
| |
■
2024 Non-GAAP Operating Profit (50% weighting)
■
2024 Revenue (10% weighting)
■
2024 AMS/DRS Revenue (15% weighting)
■
2024 Free Cash Flow (25% weighting)
■
Modifier for Individual Performance
■
Region Operating Performance, as applicable
|
| |
■
Motivates and rewards executives for achievement of annual corporate, business unit and individual performance goals
■
Aligns management and shareholder interests by linking pay and performance
|
| ||||||
|
LONG-TERM
|
| |
PAID IN STOCK
|
| |
LTI: PSUs
(variable) |
| |
■
Formulaic, with Compensation Committee review of performance against pre-established goals measured over a performance period
|
| |
■
3-year Adjusted EBITDA with a relative TSR Modifier
■
Stock price performance
|
| |
■
Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value
■
Enhances retention of key executives who drive sustained performance
■
Aligns management and shareholder interests by facilitating management ownership and tying compensation to stock price performance over a sustained period on absolute and relative bases
|
|
|
LTI: RSUs
(variable) |
| |
■
RSUs vest in generally three, equal annual installments and the value of units depends on stock price at time of vesting
|
| |
■
Stock price performance
|
| |
■
Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value
■
Enhances retention of key executives who drive sustained performance
■
Aligns management and shareholder interests by facilitating management ownership and tying compensation to stock price performance over a sustained period
|
|
| | | | | |
| 34 | | |
2025 Proxy Statement
|
|
|
Compensation Element
|
| |
Components of Compensation
|
| |
Purpose
|
|
|
Benefits
|
| |
■
Deferred compensation program participation
■
Company matching contributions on amounts deferred (up to 10% of salary and 10% of any annual incentive payout), the value of which is tied directly to the Company’s stock price
■
Executive salary continuation, long-term disability plan, and business accident insurance participation
■
Welfare plans and other arrangements that are available on a broad basis to employees
|
| |
■
Provides for current and future needs of the executives and their families
■
Aligns management and shareholder interests by encouraging management ownership of Company stock through participation in the deferred compensation program
■
Enhances recruitment and retention
|
|
|
Perquisites
|
| |
■
Executive physical examinations
■
Reimbursement of relocation expenses (including certain related tax gross-ups), as well as expenses related to expatriate assignments
■
Reimbursement of certain financial planning expenses
■
Certain executive and spouse travel, with related expenses
|
| |
■
Provides for health and safety of executives
■
Enhances recruitment and retention
|
|
|
Severance Pay Plan
|
| |
■
Contingent amounts payable only if employment is terminated without cause, other than by reason of incapacity, or is terminated by the executive with good reason (as defined in the plan)
|
| |
■
Reflects current market practice and enhances retention
|
|
|
Change in Control
Plan |
| |
■
Contingent amounts payable only if employment is terminated following a change in control
|
| |
■
Encourages the objective evaluation and execution of potential changes to the Company’s strategy and structure
|
|
| | | | | |
|
![]() |
| |
35
|
|
| | | | | |
| 36 | | |
2025 Proxy Statement
|
|
|
2024 Proxy Peer Group
|
| ||||||
|
ADT Inc.
|
| |
Iron Mountain Incorporated
|
| |
TFI International Inc.
|
|
|
Atlas Air Worldwide Holdings Inc.
|
| |
Landstar System, Inc.
|
| |
The GEO Group
|
|
|
Celestica Inc.
|
| |
NCR Corporation
|
| |
The Western Union Company
|
|
|
Corpay, Inc.(previously known as FLEETCOR Technologies, Inc.)
|
| |
Pitney Bowes Inc.
|
| |
United Rentals, Inc.
|
|
|
Euronet Worldwide, Inc.
|
| |
Ryder System, Inc.
|
| |
WEX Inc.
|
|
| | | |
Stericycle, Inc.
|
| | | |
| | | | | |
|
![]() |
| |
37
|
|
|
![]() |
|
|
Named Executive Officer
|
| |
Annual Salary at
December 31, 2023 |
| |
Annual Salary at
December 31, 2024 |
| |
% Change
|
|
| Mr. Eubanks | | |
$950,000
|
| |
$1,000,000
|
| |
5.3%
|
|
| Mr. McMaken | | |
625,000
|
| |
653,000
|
| |
4.5%
|
|
| Mr. Castillo | | |
650,000
|
| |
676,000
|
| |
4.0%
|
|
| Ms. Galloway | | |
465,000
|
| |
484,000
|
| |
4.1%
|
|
| Mr. Parks | | |
500,000
|
| |
520,000
|
| |
4.0%
|
|
| | | | | |
| 38 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
39
|
|
|
Named Executive Officer
|
| |
2023 Annual
Incentive Target |
| |
Target as a %
of 2023 Salary |
| |
2024 Annual
Incentive Target |
| |
Target as a %
of 2024 Salary |
|
| Mr. Eubanks | | |
$1,140,000
|
| |
120%
|
| |
$1,300,000
|
| |
130%
|
|
| Mr. McMaken | | |
531,250
|
| |
85%
|
| |
587,700
|
| |
90%
|
|
| Mr. Castillo | | |
520,000
|
| |
80%
|
| |
540,800
|
| |
80%
|
|
| Ms. Galloway | | |
348,750
|
| |
75%
|
| |
363,000
|
| |
75%
|
|
| Mr. Parks | | |
375,000
|
| |
75%
|
| |
390,000
|
| |
75%
|
|
| | | | | |
| 40 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
41
|
|
|
Name
|
| |
2024 Annual
Incentive Target |
| |
2024 Actual Annual
Incentive Payment |
| |
2024 Actual Annual
Incentive Payment % of Target |
|
| Mr. Eubanks | | |
$1,300,000
|
| |
$1,371,825
|
| |
105.5%
|
|
| Mr. McMaken | | |
587,700
|
| |
590,639
|
| |
100.5%
|
|
| Mr. Castillo | | |
540,800
|
| |
446,430
|
| |
82.5%
|
|
| Ms. Galloway | | |
363,000
|
| |
383,056
|
| |
105.5%
|
|
| Mr. Parks | | |
390,000
|
| |
294,255
|
| |
75.5%
|
|
|
3-Year Cumulative Adjusted EBITDA Performance Levels
|
| |
Performance Stock Units
Earned as a Percent of Target |
|
| Below Threshold Performance | | |
0%
|
|
| Threshold Performance | | |
50%
|
|
| Target Performance | | |
100%
|
|
| Maximum Performance | | |
200%
|
|
| | | | | |
| 42 | | |
2025 Proxy Statement
|
|
|
Relative TSR Percentile Rank Among TSR Comparator Group
|
| |
Modifier
|
|
| ≥ 75% | | |
125% of calculated amount determined by cumulative
adjusted EBITDA performance |
|
| ≤25% | | |
75% of calculated amount determined by cumulative
adjusted EBITDA performance |
|
|
ACI Worldwide, Inc.
|
| |
GATX Corporation
|
| |
Tetra Tech, Inc.
|
|
|
Air Lease Corporation
|
| |
Genpact Limited
|
| |
TFI International Inc.
|
|
|
Air Transport Services Group, Inc.
|
| |
Hexcel Corporation
|
| |
The Western Union Company
|
|
|
Celestica Inc.
|
| |
ITT Inc.
|
| |
TTEC Holdings, Inc.
|
|
|
Crane Company
|
| |
NCR Voyix Corporation
|
| |
Woodward, Inc.
|
|
|
Curtiss-Wright Corporation
|
| |
Sabre Corporation
|
| |
Xerox Holdings Corporation
|
|
|
Euronet Worldwide, Inc.
|
| |
Spirit AeroSystems Holdings, Inc.
|
| |
XPO, Inc.
|
|
| | | | | |
|
![]() |
| |
43
|
|
|
Name
|
| |
2023 Long-Term
Incentive Compensation(1) |
| |
2024 Long-Term
Incentive Compensation(1) |
| |
% Change from
2023 LTI amounts |
|
| Mr. Eubanks | | |
$4,800,000
|
| |
$5,700,000
|
| |
18.8%
|
|
| Mr. McMaken | | |
1,300,000
|
| |
1,750,000
|
| |
34.6%
|
|
| Mr. Castillo | | |
1,200,000
|
| |
1,400,000
|
| |
16.7%
|
|
| Ms. Galloway(2) | | |
700,000
|
| |
800,000
|
| |
14.3%
|
|
| Mr. Parks | | |
750,000
|
| |
900,000
|
| |
20.0%
|
|
| | | | | |
| 44 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
45
|
|
| | | | | |
| 46 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
47
|
|
|
Executive Level
|
| |
Stock Ownership as a
Multiple of Salary |
|
| CEO | | |
6X
|
|
| Other Executive Officers | | |
3X
|
|
| Non-Executive Officers who are ELT members | | |
1X
|
|
| | | | | |
| 48 | | |
2025 Proxy Statement
|
|
| | | |
Susan E. Docherty, Chair
Paul G. Boynton Michael J. Herling Timothy J. Tynan |
|
| | | | | |
|
![]() |
| |
49
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
($) |
| |
Bonus(2)
($) |
| |
Stock
Awards(3) ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation(4) ($) |
| |
All Other
Compensation(5)(6) ($) |
| |
Total(6)
($) |
| ||||||||||||||||||||||||
Mark Eubanks
President and Chief Executive Officer |
| | | | 2024 | | | | | | 991,667 | | | | | | — | | | | | | 5,699,958 | | | | | | — | | | | | | 1,371,825 | | | | | | 286,114 | | | | | | 8,349,563 | | |
| | | 2023 | | | | | | 941,667 | | | | | | — | | | | | | 4,799,958 | | | | | | — | | | | | | 1,173,060 | | | | | | 309,360 | | | | | | 7,224,045 | | | ||
| | | 2022 | | | | | | 830,000 | | | | | | — | | | | | | 3,556,168 | | | | | | — | | | | | | 1,444,813 | | | | | | 167,591 | | | | | | 5,998,572 | | | ||
Kurt B. McMaken
Executive Vice President and Chief Financial Officer |
| | | | 2024 | | | | | | 648,333 | | | | | | — | | | | | | 1,749,871 | | | | | | — | | | | | | 590,639 | | | | | | 160,736 | | | | | | 3,149,579 | | |
| | | 2023 | | | | | | 620,833 | | | | | | — | | | | | | 1,299,959 | | | | | | — | | | | | | 536,244 | | | | | | 87,608 | | | | | | 2,544,645 | | | ||
| | | 2022 | | | | | | 212,500 | | | | | | 500,000 | | | | | | 2,499,847 | | | | | | — | | | | | | 753,600 | | | | | | 28,390 | | | | | | 3,994,337 | | | ||
Daniel J. Castillo
Executive Vice President and President, North America |
| | | | 2024 | | | | | | 671,667 | | | | | | — | | | | | | 1,399,946 | | | | | | — | | | | | | 446,430 | | | | | | 134,142 | | | | | | 2,652,185 | | |
| | | 2023 | | | | | | 645,000 | | | | | | — | | | | | | 1,199,903 | | | | | | — | | | | | | 441,505 | | | | | | 121,160 | | | | | | 2,407,568 | | | ||
| | | 2022 | | | | | | 361,667 | | | | | | 500,000 | | | | | | 1,999,828 | | | | | | — | | | | | | 637,360 | | | | | | 130,744 | | | | | | 3,629,599 | | | ||
Elizabeth A. Galloway(7)
Executive Vice President and Chief Human Resources Officer |
| | | | 2024 | | | | | | 480,833 | | | | | | — | | | | | | 799,946 | | | | | | — | | | | | | 383,056 | | | | | | 129,330 | | | | | | 1,793,166 | | |
| | | 2023 | | | | | | 292,386 | | | | | | — | | | | | | 2,099,946 | | | | | | — | | | | | | 342,117 | | | | | | 37,802 | | | | | | 2,772,251 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
James K. Parks(8)
Executive Vice President and President, Europe, Middle East, Africa and Asia |
| | | | 2024 | | | | | | 516,667 | | | | | | — | | | | | | 899,878 | | | | | | — | | | | | | 294,255 | | | | | | 899,143 | | | | | | 2,609,943 | | |
| | | 2023 | | | | | | 490,833 | | | | | | — | | | | | | 749,966 | | | | | | — | | | | | | 372,881 | | | | | | 219,511 | | | | | | 1,833,191 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| 50 | | |
2025 Proxy Statement
|
|
|
Name
|
| |
2024 IM PSU
with RTSR Modifier Grant Date Fair Value |
| |
Maximum Potential Value at
Highest Level of Performance(a) |
|
| Mr. Eubanks | | |
$4,274,991
|
| |
$8,549,982
|
|
| Mr. McMaken | | |
1,312,438
|
| |
2,624,876
|
|
| Mr. Castillo | | |
1,049,983
|
| |
2,099,967
|
|
| Ms. Galloway | | |
599,967
|
| |
1,199,934
|
|
| Mr. Parks | | |
674,942
|
| |
1,349,885
|
|
|
Name
|
| |
Matching
Contribution for Deferred Salary |
| |
401(k) Plan
Matching Contribution |
| |
Matching
Contribution for Deferred Annual Incentive |
| |
Supplemental
Savings Plan Matching Contribution |
| |
Total(i)
|
|
| Mr. Eubanks | | |
$99,167
|
| |
$10,350
|
| |
$117,306
|
| |
$27,684
|
| |
$254,507
|
|
| Mr. McMaken | | |
64,833
|
| |
10,350
|
| |
53,624
|
| |
19,009
|
| |
147,816
|
|
| Mr. Castillo | | |
67,167
|
| |
10,350
|
| |
—
|
| |
16,900
|
| |
94,417
|
|
| Ms. Galloway | | |
48,083
|
| |
10,350
|
| |
34,212
|
| |
12,100
|
| |
104,745
|
|
| Mr. Parks | | |
51,667
|
| |
10,350
|
| |
37,288
|
| |
15,684
|
| |
114,989
|
|
|
Name
|
| |
Executive
Physical Examinations |
| |
Relocation-
related Expenses(i) |
| |
Personal and
Spousal Travel, Gifts and Entertainment(ii) |
| |
Expatriate
Assignment Expenses(iii) |
| |
Financial
Planning Reimbursement |
| |
Total(iv)
|
|
| Mr. Eubanks | | |
$2,429
|
| |
$4,005
|
| |
$9,413
|
| |
$ —
|
| |
$15,760
|
| |
$31,608
|
|
| Mr. McMaken | | |
—
|
| |
—
|
| |
5,419
|
| |
—
|
| |
7,500
|
| |
12,919
|
|
| Mr. Castillo | | |
19,000
|
| |
—
|
| |
4,965
|
| |
—
|
| |
15,760
|
| |
39,725
|
|
| Ms. Galloway | | |
4,838
|
| |
—
|
| |
4,512
|
| |
—
|
| |
15,235
|
| |
24,585
|
|
| Mr. Parks | | |
13,000
|
| |
|
| |
—
|
| |
755,507
|
| |
15,647
|
| |
784,154
|
|
| | | | | |
|
![]() |
| |
51
|
|
| | | | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock Awards(4) ($) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Award
Type |
| |
Grant
Date(1) |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||
Mark Eubanks
|
| |
BIP
|
| | | | 3/1/2024 | | | | | | 650,000 | | | | | | 1,300,000 | | | | | | 2,600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
IM PSU
w/RTSR Mod |
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 25,972 | | | | | | 51,944 | | | | | | 129,860 | | | | | | | | | | | | | | | | | | 4,274,991 | | | ||
|
RSU
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,643 | | | | | | | | | | | | 1,424,966 | | | ||
Kurt B. McMaken
|
| |
BIP
|
| | | | 3/1/2024 | | | | | | 293,850 | | | | | | 587,700 | | | | | | 1,175,400 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
IM PSU
w/RTSR Mod |
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 7,973 | | | | | | 15,947 | | | | | | 39,867 | | | | | | | | | | | | | | | | | | 1,312,438 | | | ||
|
RSU
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,416 | | | | | | | | | | | | 437,433 | | | ||
Daniel J. Castillo
|
| |
BIP
|
| | | | 3/1/2024 | | | | | | 270,400 | | | | | | 540,800 | | | | | | 1,081,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
IM PSU
w/RTSR Mod |
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 6,379 | | | | | | 12,758 | | | | | | 31,895 | | | | | | | | | | | | | | | | | | 1,049,983 | | | ||
|
RSU
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,333 | | | | | | | | | | | | 349,963 | | | ||
Elizabeth A. Galloway
|
| |
BIP
|
| | | | 3/1/2024 | | | | | | 181,500 | | | | | | 363,000 | | | | | | 726,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
IM PSU
w/RTSR Mod |
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 3,645 | | | | | | 7,290 | | | | | | 18,225 | | | | | | | | | | | | | | | | | | 599,967 | | | ||
|
RSU
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,476 | | | | | | | | | | | | 199,979 | | | ||
James K. Parks
|
| |
BIP
|
| | | | 3/1/2024 | | | | | | 195,000 | | | | | | 390,000 | | | | | | 780,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
IM PSU
w/RTSR Mod |
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 4,100 | | | | | | 8,201 | | | | | | 20,502 | | | | | | | | | | | | | | | | | | 674,942 | | | ||
|
RSU
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,785 | | | | | | | | | | | | 224,936 | | |
| | | | | |
| 52 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
53
|
|
| | | | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||
Name
|
| |
Award
Type |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price(1) ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested(2) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) |
| ||||||||||||
Mark Eubanks | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
3/1/2022 | | |
IM PSU
|
| | | | | | | | | | | | | | | | | | | 31,784 | | | | | | 2,948,602 | | | | | | | | | | | | | | |
3/1/2022 | | |
TSR PSU
|
| | | | | | | | | | | | | | | | | | | 7,371 | | | | | | 683,808 | | | | | | | | | | | | | | |
3/1/2022 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 2,618 | | | | | | 242,872 | | | | | | | | | | | | | | |
3/17/2022 | | |
IM PSU
|
| | | | | | | | | | | | | | | | | | | 22,702 | | | | | | 2,106,065 | | | | | | | | | | | | | | |
3/17/2022 | | |
TSR PSU
|
| | | | | | | | | | | | | | | | | | | 5,614 | | | | | | 520,811 | | | | | | | | | | | | | | |
3/17/2022 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 1,869 | | | | | | 173,387 | | | | | | | | | | | | | | |
3/3/2023 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,759 | | | | | | 2,296,892 | | |
3/3/2023 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 13,499 | | | | | | 1,252,302 | | | | | | | | | | | | | | |
3/1/2024 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,972 | | | | | | 2,409,422 | | |
3/1/2024 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 17,643 | | | | | | 1,636,741 | | | | | | | | | | | | | | |
Kurt B. McMaken | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/24/2022 | | |
IM PSU
|
| | | | | | | | | | | | | | | | | | | 40,956 | | | | | | 3,799,488 | | | | | | | | | | | | | | |
8/24/2022 | | |
TSR PSU
|
| | | | | | | | | | | | | | | | | | | 5,780 | | | | | | 536,211 | | | | | | | | | | | | | | |
8/24/2022 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 1,815 | | | | | | 168,378 | | | | | | | | | | | | | | |
3/3/2023 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,705 | | | | | | 622,023 | | |
3/3/2023 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 3,263 | | | | | | 302,709 | | | | | | | | | | | | | | |
3/1/2024 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,973 | | | | | | 739,655 | | |
3/1/2024 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 5,416 | | | | | | 502,442 | | | | | | | | | | | | | | |
Daniel J. Castillo | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
6/1/2022 | | |
IM PSU
|
| | | | | | | | | | | | | | | | | | | 35,178 | | | | | | 3,263,463 | | | | | | | | | | | | | | |
6/1/2022 | | |
TSR PSU
|
| | | | | | | | | | | | | | | | | | | 4,833 | | | | | | 448,357 | | | | | | | | | | | | | | |
6/1/2022 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 4,208 | | | | | | 390,376 | | | | | | | | | | | | | | |
3/3/2023 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,189 | | | | | | 574,154 | | |
3/3/2023 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 3,012 | | | | | | 279,423 | | | | | | | | | | | | | | |
3/1/2024 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,379 | | | | | | 591,780 | | |
3/1/2024 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | 4,333 | | | | | | 401,972 | | | | | | | | | | | | | | |
| | | | | |
| 54 | | |
2025 Proxy Statement
|
|
| | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Award
Type |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price(1) ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested(2) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) |
| |||||||||||||||||||||
Elizabeth A. Galloway
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
5/15/2023 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,697 | | | | | | 342,971 | | |
5/15/2023 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,465 | | | | | | 1,527,458 | | | | | | | | | | | | | | |
3/1/2024 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,645 | | | | | | 338,147 | | |
3/1/2024 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,476 | | | | | | 229,699 | | | | | | | | | | | | | | |
James K. Parks | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2/20/2020 | | |
Option
|
| | | | 2,784 | | | | | | | | | | | | 81.69 | | | | | | 3/4/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
3/1/2022 | | |
IM PSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,080 | | | | | | 842,352 | | | | | | | | | | | | | | |
3/1/2022 | | |
TSR PSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,105 | | | | | | 195,281 | | | | | | | | | | | | | | |
3/1/2022 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 748 | | | | | | 69,392 | | | | | | | | | | | | | | |
3/3/2023 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,868 | | | | | | 358,834 | | |
3/3/2023 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,811 | | | | | | 168,006 | | | | | | | | | | | | | | |
3/1/2024 | | |
IM PSU
w/RTSR Mod |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,100 | | | | | | 380,357 | | |
3/1/2024 | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,785 | | | | | | 258,364 | | | | | | | | | | | | | | |
| | | | | |
|
![]() |
| |
55
|
|
| | | |
Stock Awards
|
| |||
|
Name
|
| |
Number of
Shares Acquired on Vesting(1) (#) |
| |
Value
Realized on Vesting ($) |
|
| Mark Eubanks | | |
45,788
|
| |
3,876,242
|
|
| Kurt B. McMaken | | |
10,482
|
| |
1,157,940
|
|
| Daniel J. Castillo | | |
5,714
|
| |
555,039
|
|
| Elizabeth A. Galloway | | |
8,234
|
| |
843,162
|
|
| James K. Parks | | |
9,715
|
| |
797,310
|
|
|
Name
|
| |
Executive
Contributions in Last Fiscal Year(1) ($) |
| |
Company
Contributions in Last Fiscal Year(2) ($) |
| |
Aggregate
Earnings in Last Fiscal Year ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last Fiscal Year End(3) ($) |
|
| Mark Eubanks | | |
279,349
|
| |
244,156
|
| |
134,467
|
| |
—
|
| |
1,644,970
|
|
| Kurt B. McMaken | | |
153,554
|
| |
137,466
|
| |
33,437
|
| |
—
|
| |
573,727
|
|
| Daniel J. Castillo | | |
97,312
|
| |
84,067
|
| |
27,649
|
| |
—
|
| |
435,454
|
|
| Elizabeth A. Galloway | | |
104,659
|
| |
94,395
|
| |
1,886
|
| |
—
|
| |
248,452
|
|
| James K. Parks | | |
115,825
|
| |
104,639
|
| |
176,296
|
| |
—
|
| |
2,181,336
|
|
| | | | | |
| 56 | | |
2025 Proxy Statement
|
|
|
Name
|
| |
Salary
Deferred |
| |
BIP
Compensation Deferred(a) |
| |
Supplemental
Savings Plan Deferred |
| |
Total(a)
|
|
| Mr. Eubanks | | |
$99,167
|
| |
$117,306
|
| |
$62,876
|
| |
$279,349
|
|
| Mr. McMaken | | |
64,833
|
| |
53,624
|
| |
35,096
|
| |
153,554
|
|
| Mr. Castillo | | |
67,167
|
| |
—
|
| |
30,145
|
| |
97,312
|
|
| Ms. Galloway | | |
48,083
|
| |
34,212
|
| |
22,364
|
| |
104,659
|
|
| Mr. Parks | | |
51,667
|
| |
37,288
|
| |
26,870
|
| |
115,825
|
|
|
Name
|
| |
Salary
Matching Contribution |
| |
BIP
Matching Contribution |
| |
Supplemental
Savings Plan Matching Contribution |
| |
Total(a)
|
| ||||||||||||
| Mr. Eubanks | | | | $ | 99,167 | | | | | $ | 117,306 | | | | | $ | 27,684 | | | | | $ | 244,156 | | |
| Mr. McMaken | | | | | 64,833 | | | | | | 53,624 | | | | | | 19,009 | | | | | | 137,466 | | |
| Mr. Castillo | | | | | 67,167 | | | | | | — | | | | | | 16,900 | | | | | | 84,067 | | |
| Ms. Galloway | | | | | 48,083 | | | | | | 34,212 | | | | | | 12,100 | | | | | | 94,395 | | |
| Mr. Parks | | | | | 51,667 | | | | | | 37,288 | | | | | | 15,684 | | | | | | 104,639 | | |
|
Name
|
| |
Dividends on Brink’s
Common Stock(a) |
|
| Mr. Eubanks | | |
$8,010
|
|
| Mr. McMaken | | |
2,102
|
|
| Mr. Castillo | | |
1,695
|
|
| Ms. Galloway | | |
800
|
|
| Mr. Parks | | |
15,425
|
|
| | | | | |
|
![]() |
| |
57
|
|
|
Name
|
| |
Years of
Participation |
| |
Aggregate
Executive Contributions |
| |
Aggregate
Company Contributions |
| |
Dividends
and Changes in Market Value |
| |
Aggregate
Distributions |
| |
Aggregate
Balance(a) |
|
| Mr. Eubanks | | |
3
|
| |
$279,349
|
| |
$244,156
|
| |
$134,467
|
| |
$ —
|
| |
$1,644,970
|
|
| Mr. McMaken | | |
2
|
| |
153,554
|
| |
137,466
|
| |
33,437
|
| |
—
|
| |
573,727
|
|
| Mr. Castillo | | |
2
|
| |
97,312
|
| |
84,067
|
| |
27,649
|
| |
—
|
| |
435,454
|
|
| Ms. Galloway | | |
1
|
| |
104,659
|
| |
94,395
|
| |
1,886
|
| |
—
|
| |
248,452
|
|
| Mr. Parks | | |
14
|
| |
115,825
|
| |
104,639
|
| |
176,296
|
| |
—
|
| |
2,181,336
|
|
| | | | | |
| 58 | | |
2025 Proxy Statement
|
|
| | | |
Vested Percentage
|
|
| Less than 36 months | | |
0%
|
|
| At least 36 months but less than 48 months | | |
50%
|
|
| At least 48 months and less than 60 months | | |
75%
|
|
| 60 months or more | | |
100%
|
|
| | | | | |
|
![]() |
| |
59
|
|
| | | | | |
| 60 | | |
2025 Proxy Statement
|
|
| | | | | |
Termination
for Cause $ |
| |
Voluntary
Termination $ |
| |
Termination
Without Cause or for Good Reason $ |
| |
Retirement
$ |
| |
Incapacity(1)
$ |
| |
Death(2)
$ |
| ||||||||||||||||||
Mark Eubanks
|
| | Prorated Annual Incentive | | | | | — | | | | | | — | | | | | | 1,300,000 | | | | | | — | | | | | | — | | | | | | — | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 3,450,000 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 5,019,692 | | | | | | — | | | | | | 16,082,422 | | | | | | 10,608,590 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,423,380 | | | ||
|
Outplacement Services and Other Benefits
|
| | | | — | | | | | | — | | | | | | 51,393 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 9,821,085 | | | | | | — | | | | | | 16,082,422 | | | | | | 13,031,970 | | | ||
Kurt B. McMaken
|
| | Prorated Annual Incentive | | | | | — | | | | | | — | | | | | | 587,700 | | | | | | — | | | | | | — | | | | | | — | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 1,240,700 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 2,819,559 | | | | | | — | | | | | | 6,029,308 | | | | | | 3,974,805 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,582,467 | | | ||
|
Outplacement Services and Other Benefits
|
| | | | — | | | | | | — | | | | | | 33,897 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 4,681,856 | | | | | | — | | | | | | 6,029,308 | | | | | | 5,557,272 | | | ||
Daniel J. Castillo
|
| | Prorated Annual Incentive | | | | | — | | | | | | — | | | | | | 540,800 | | | | | | — | | | | | | — | | | | | | — | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 1,216,800 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 2,657,489 | | | | | | — | | | | | | 5,397,080 | | | | | | 3,817,925 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,638,205 | | | ||
|
Outplacement Services and Other Benefits
|
| | | | — | | | | | | — | | | | | | 33,897 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 4,448,986 | | | | | | — | | | | | | 5,397,080 | | | | | | 5,456,130 | | | ||
Elizabeth A. Galloway
|
| | Prorated Annual Incentive | | | | | — | | | | | | — | | | | | | 363,000 | | | | | | — | | | | | | — | | | | | | — | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 847,000 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 840,403 | | | | | | — | | | | | | 3,119,484 | | | | | | 2,318,934 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,172,916 | | | ||
|
Outplacement Services and Other Benefits
|
| | | | — | | | | | | — | | | | | | 33,897 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 2,084,300 | | | | | | — | | | | | | 3,119,484 | | | | | | 3,491,850 | | | ||
James K. Parks
|
| | Prorated Annual Incentive | | | | | — | | | | | | — | | | | | | 390,000 | | | | | | — | | | | | | — | | | | | | — | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 910,000 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 2,553,030 | | | | | | 2,553,030 | | | | | | 2,553,030 | | | | | | 1,691,731 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,260,158 | | | ||
|
Outplacement Services and Other Benefits
|
| | | | — | | | | | | — | | | | | | 18,610 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 3,871,640 | | | | | | 2,553,030 | | | | | | 2,553,030 | | | | | | 2,951,889 | | |
| | | | | |
|
![]() |
| |
61
|
|
| | | | | |
| 62 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
63
|
|
| | | | | |
Termination
for Cause $ |
| |
Voluntary
Termination $ |
| |
Termination
Without Cause or for Good Reason $ |
| |
Retirement
$ |
| |
Incapacity(1)
$ |
| |
Death(2)
$ |
| ||||||||||||||||||
Mark Eubanks
|
| |
Accrued Obligation Payment
|
| | | | — | | | | | | — | | | | | | 1,300,000 | | | | | | — | | | | | | 1,300,000 | | | | | | 1,300,000 | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 4,600,000 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 16,082,422 | | | | | | — | | | | | | 16,082,422 | | | | | | 16,082,422 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,423,380 | | | ||
| Benefits | | | | | — | | | | | | — | | | | | | 45,393 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 22,027,815 | | | | | | — | | | | | | 17,382,422 | | | | | | 19,805,802 | | | ||
Kurt B. McMaken
|
| |
Accrued Obligation Payment
|
| | | | — | | | | | | — | | | | | | 587,700 | | | | | | — | | | | | | 587,700 | | | | | | 587,700 | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 2,481,400 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 6,029,308 | | | | | | — | | | | | | 6,029,308 | | | | | | 6,029,308 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,582,467 | | | ||
| Benefits | | | | | — | | | | | | — | | | | | | 45,393 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 9,143,801 | | | | | | — | | | | | | 6,617,008 | | | | | | 8,199,475 | | | ||
Daniel J. Castillo
|
| |
Accrued Obligation Payment
|
| | | | — | | | | | | — | | | | | | 540,800 | | | | | | — | | | | | | 540,800 | | | | | | 540,800 | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 2,433,600 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 5,397,080 | | | | | | — | | | | | | 5,397,080 | | | | | | 5,397,080 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,638,205 | | | ||
| Benefits | | | | | — | | | | | | — | | | | | | 45,393 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 8,416,873 | | | | | | — | | | | | | 5,937,880 | | | | | | 7,576,085 | | | ||
Elizabeth A. Galloway
|
| |
Accrued Obligation Payment
|
| | | | — | | | | | | — | | | | | | 363,000 | | | | | | — | | | | | | 363,000 | | | | | | 363,000 | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 1,694,000 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 3,119,484 | | | | | | — | | | | | | 3,119,484 | | | | | | 3,119,484 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,172,916 | | | ||
| Benefits | | | | | — | | | | | | — | | | | | | 45,393 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 5,221,877 | | | | | | — | | | | | | 3,482,484 | | | | | | 4,655,400 | | | ||
James K. Parks
|
| |
Accrued Obligation Payment
|
| | | | — | | | | | | — | | | | | | 378,136 | | | | | | — | | | | | | 378,136 | | | | | | 378,136 | | |
| Base Salary and Bonus | | | | | — | | | | | | — | | | | | | 1,796,271 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Long Term Incentive(3) | | | | | — | | | | | | — | | | | | | 2,553,030 | | | | | | 2,553,030 | | | | | | 2,553,030 | | | | | | 2,553,030 | | | ||
| Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,260,158 | | | ||
| Benefits | | | | | — | | | | | | — | | | | | | 22,080 | | | | | | — | | | | | | — | | | | | | — | | | ||
| Total | | | | | — | | | | | | — | | | | | | 4,749,517 | | | | | | 2,553,030 | | | | | | 2,931,166 | | | | | | 4,191,324 | | |
| | | | | |
| 64 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
65
|
|
|
Median Employee Total
Annual Compensation ($) |
| |
CEO Total
Compensation ($) |
| |
CEO to Median
Employee Pay Ratio |
| |
Market
|
| |
Employee Status
|
|
| 11,958 | | |
8,349,563
|
| |
699:1
|
| |
All markets
(U.S. and international excluding Indonesia) |
| |
full-time,
part-time, seasonal, temporary |
|
| 58,614 | | |
8,349,563
|
| |
143:1
|
| |
U.S. only
|
| |
full-time,
part-time, seasonal, temporary |
|
| | | | | |
| 66 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
67
|
|
| Year (a) | | | Summary Comp. Total For PEO (Pertz)(1)(2) ($) (b) | | | Comp. Actually Paid to PEO (Pertz)(3) ($) (c) | | | Summary Comp. Table Total For PEO (Eubanks)(1)(2) ($) (d) | | | Comp. Actually Paid to PEO (Eubanks)(4)(5) ($) (e) | | | Average Summary Comp. Table Total For Non-PEO NEOs(6) ($) (f) | | | Average Compensation Actually Paid to Non- PEO NEOs(5)(7) ($) (g) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income(10) ($) (mil) (j) | | | EBITDA ($) (mil) (k) | | |||
| TSR(8) ($) (h) | | | Peer Group TSR(9) ($) (i) | | |||||||||||||||||||||||||||
| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | 2021 | | | 2020 | |
| Total Compensation for Mr. Pertz as reported in the Summary Compensation Table for the covered fiscal year | | | $ | | | $ | | | $ | |
| Subtract grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | | | ( | | | ( | | | ( | |
| Add fair values as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year | | | | | | | | | | |
| Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year | | | | | | ( | | | ( | |
| Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year | | | | | | | | | | |
| Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year | | | | | | ( | | | | |
| Compensation Actually Paid to Mr. Pertz(a) | | | | | | | | | | |
| | | | | |
| 68 | | |
2025 Proxy Statement
|
|
| | | | 2024 | | | 2023(a) | | | 2022 | |
| Total Compensation for Mr. Eubanks as reported in the Summary Compensation Table for the covered fiscal year | | | $ | | | $ | | | $ | |
| Subtract grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | | | ( | | | ( | | | ( | |
| Add fair values as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year | | | | | | | | | | |
| Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year | | | | | | | | | ( | |
| Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year | | | ( | | | | | | | |
| Compensation Actually Paid to Mr. Eubanks(b) | | | | | | | | | | |
| | | | 2024 | | | 2023(a) | | | 2022 | | | 2021 | | | 2020 | |
| Average Total Compensation for non-CEO NEOs as reported in the Summary Compensation Table for the covered fiscal year | | | $ | | | $ | | | $ | | | $ | | | $ | |
| Subtract grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | | | ( | | | ( | | | ( | | | ( | | | ( | |
| | | | | |
|
![]() |
| |
69
|
|
| | | | 2024 | | | 2023(a) | | | 2022 | | | 2021 | | | 2020 | |
| Add fair values as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year | | | | | | | | | | | | | | | | |
| Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year | | | | | | | | | ( | | | ( | | | ( | |
| Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year | | | | | | | | | | | | | | | | |
| Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year | | | | | | | | | | | | ( | | | | |
| Compensation Actually Paid to non-CEO NEOs | | | | | | | | | | | | | | | | |
| | | | | |
| 70 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
71
|
|
| | | | | |
| 72 | | |
2025 Proxy Statement
|
|
|
Compensation Element
|
| |
2024 Value
($) |
| |
Additional Information
|
|
|
Annual Retainer
|
| |
85,000
|
| | Paid in cash.* | |
|
Deferred Stock Units (“DSUs”)
|
| |
150,000
|
| | Annual grant of DSUs approved by the Board. DSUs vest on the first anniversary of the grant date and, in general, will be forfeited if the director leaves before the DSUs vest. DSUs are settled in Common Stock on a one-for-one basis on the first anniversary of the grant date. | |
|
Non-Executive Chairman Fee
|
| |
125,000
|
| | 50% paid in cash and 50% paid in Common Stock to the Company’s non-executive Chairman. | |
|
Committee Chair Retainers
|
| |
25,000
|
| |
Paid in cash to the Chair of the Audit Committee.
|
|
|
20,000
|
| | Paid in cash to the Chair of the Compensation Committee. | | |||
|
15,000
|
| | Paid in cash to the Chairs of the Corporate Governance and Finance Committees. | | |||
|
Non-Chair Committee Retainers
|
| |
12,500
|
| |
Paid in cash to each non-Chair member of the Audit Committee.
|
|
|
10,000
|
| | Paid in cash to each non-Chair member of the Compensation Committee. | | |||
|
7,500
|
| | Paid in cash to each non-Chair member of the Corporate Governance and Finance Committees. | |
| | | | | |
|
![]() |
| |
73
|
|
| | | | | |
| 74 | | |
2025 Proxy Statement
|
|
|
Name
|
| |
Fees
Earned or Paid in Cash(1) ($) |
| |
Stock
Awards(2) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
|
| Kathie J. Andrade | | |
112,500
|
| |
149,921
|
| |
—
|
| |
262,421
|
|
| Paul G. Boynton | | |
42,500
|
| |
149,921
|
| |
10,349
|
| |
202,769
|
|
| Ian D. Clough | | |
117,500
|
| |
149,921
|
| |
10,843
|
| |
278,264
|
|
| Susan E. Docherty | | |
112,500
|
| |
149,921
|
| |
—
|
| |
262,421
|
|
| Michael J. Herling | | |
165,000
|
| |
212,421
|
| |
14,605
|
| |
392,026
|
|
| A. Louis Parker | | |
105,000
|
| |
149,921
|
| |
—
|
| |
254,921
|
|
| Timothy J. Tynan | | |
102,500
|
| |
149,921
|
| |
16,493
|
| |
268,914
|
|
| Keith R. Wyche | | |
105,000
|
| |
149,921
|
| |
—
|
| |
254,921
|
|
|
Name
|
| |
Deferred Stock
Units Granted in 2024 |
| |
Grant Date
Fair Value(a) $ |
| |
Total Deferred
Stock Units Held |
|
| Ms. Andrade | | |
1,705
|
| |
149,921
|
| |
1,705
|
|
| Mr. Boynton | | |
1,705
|
| |
149,921
|
| |
39,476
|
|
| Mr. Clough | | |
1,705
|
| |
149,921
|
| |
1,705
|
|
| Ms. Docherty | | |
1,705
|
| |
149,921
|
| |
1,705
|
|
| Mr. Herling | | |
1,705
|
| |
149,921
|
| |
23,244
|
|
| Mr. Parker | | |
1,705
|
| |
149,921
|
| |
1,705
|
|
| Mr. Tynan | | |
1,705
|
| |
149,921
|
| |
8,085
|
|
| Mr. Wyche | | |
1,705
|
| |
149,921
|
| |
1,705
|
|
| All Non-Employee Directors as a Group (8 persons) | | |
13,640
|
| |
1,199,365
|
| |
79,330
|
|
| | | | | |
|
![]() |
| |
75
|
|
| | | | | |
| 76 | | |
2025 Proxy Statement
|
|
|
Name of Individual or Identity of Group
|
| |
Number of Shares
Beneficially Owned(a) |
| |
Percent of
Class* |
| |
Number of Other
Units Owned(b)(c)(d) |
|
| Ms. Andrade | | |
10,974
|
| |
*
|
| |
1,705
|
|
| Mr. Boynton | | |
36,162
|
| |
*
|
| |
17,675
|
|
| Mr. Castillo | | |
32,616
|
| |
*
|
| |
15,385
|
|
| Mr. Clough | | |
26,711
|
| |
*
|
| |
1,705
|
|
| Ms. Docherty | | |
16,829
|
| |
*
|
| |
1,705
|
|
| Mr. Eubanks | | |
82,210
|
| |
*
|
| |
49,178
|
|
| Ms. Galloway | | |
5,449
|
| |
*
|
| |
22,073
|
|
| Mr. Herling | | |
23,754
|
| |
*
|
| |
20,194
|
|
| Mr. McMaken | | |
43,872
|
| |
*
|
| |
15,197
|
|
| Mr. Parker | | |
5,438
|
| |
*
|
| |
1,705
|
|
| Mr. Parks | | |
15,738
|
| |
*
|
| |
22,293
|
|
| Mr. Tynan | | |
9,052
|
| |
*
|
| |
1,705
|
|
| Mr. Wyche | | |
2,452
|
| |
*
|
| |
1,705
|
|
|
All current directors and executive officers as a group(e) (14 persons)
|
| |
311,257
|
| |
*
|
| |
176,268
|
|
|
|
| | | |
| Mr. Boynton | | |
14,361
|
|
| Mr. Eubanks | | |
1,869
|
|
| Mr. Herling | | |
5,927
|
|
| Mr. Parks | | |
2,784
|
|
| Mr. Tynan | | |
1,172
|
|
| | | | | |
|
![]() |
| |
77
|
|
| | | |
Deferred
Compensation Units |
| |
Restricted
Stock Units |
| |
Total
|
|
| Mr. Eubanks | | |
12,121
|
| |
37,057
|
| |
49,178
|
|
| Mr. McMaken | | |
2,949
|
| |
12,248
|
| |
15,197
|
|
| Mr. Castillo | | |
2,456
|
| |
12,929
|
| |
15,385
|
|
| Ms. Galloway | | |
1,362
|
| |
20,711
|
| |
22,073
|
|
| Mr. Parks | | |
16,936
|
| |
5,357
|
| |
22,293
|
|
| | | | | |
| 78 | | |
2025 Proxy Statement
|
|
Name and Address of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percent
of Class(a) |
| ||||||
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| | | | 5,619,581(b) | | | | | | 13.03% | | |
The Vanguard Group
100 Vanguard Boulevard Malvern, PA 19355 |
| | | | 4,598,937(c) | | | | | | 10.66% | | |
FMR LLC (Fidelity Investments)
245 Summer Street Boston, MA 02210 |
| | | | 4,494,678(d) | | | | | | 10.42% | | |
William Blair Investment Management, LLC
150 North Riverside Plaza Chicago, IL 60606 |
| | | | 2,323,668(e) | | | | | | 5.39% | | |
| | | | | |
|
![]() |
| |
79
|
|
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities remaining
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|
|
Equity compensation plans approved by security holders
|
| |
1,383,056(1)
|
| |
$84.17(2)
|
| |
3,753,839
|
|
|
Equity compensation plans not approved by security holders
|
| |
—
|
| | | | | | |
| Total | | |
1,383,056
|
| |
84.17
|
| |
3,753,839
|
|
| | | | | |
| 80 | | |
2025 Proxy Statement
|
|
| |
![]() |
| |
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
|
|
| | | |
2024
($) |
| |
2023
($) |
|
| | | |
(In thousands)
|
| |||
| Audit Fees | | |
8,199
|
| |
8,852
|
|
| Audit-Related Fees | | |
28
|
| |
195
|
|
| Tax Fees | | |
390
|
| |
455
|
|
| All Other Fees | | |
340
|
| |
146
|
|
| Total Fees | | |
8,957
|
| |
9,648
|
|
| | | | | |
|
![]() |
| |
81
|
|
| | | | | |
| 82 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
83
|
|
| | | | | |
| 84 | | |
2025 Proxy Statement
|
|
|
Proposal
Number |
| |
Item
|
| |
Vote Required
for Approval |
| |
Abstentions
|
| |
Uninstructed
Share/Effect of Broker Non-Votes |
| |
Signed but
Unmarked Proxy Cards |
|
|
1.
|
| | Election of director nominees set forth in this Proxy Statement for a one-year term | | | Votes cast in favor must exceed the votes cast opposing the election of each director | | | No effect | | |
Not voted/ no effect |
| | Voted “FOR” | |
|
2.
|
| | Approval of an advisory resolution to approve NEO compensation | | | Votes cast in favor must exceed the votes cast opposing the action | | | No effect | | |
Not voted/ no effect |
| | Voted “FOR” | |
|
3.
|
| | Approval of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025 | | | Votes cast in favor must exceed the votes cast opposing the action | | | No effect | | |
Discretionary
vote by broker |
| | Voted “FOR” | |
| | | | | |
|
![]() |
| |
85
|
|
| | | | | |
| 86 | | |
2025 Proxy Statement
|
|
| | | | | |
|
![]() |
| |
87
|
|
| | | | | |
| 88 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
Electronic Delivery supports our Sustainability Goals
|
|
| Embedding sustainability further into our business strategy is enhancing our performance and differentiating Brink’s with our stakeholders. There is significant focus on the impact we have on the environment, society and the way we apply rigorous governance standards across our global operations. The objective is to maximize total value creation by leveraging responsible stewardship to generate sustainable, profitable growth. To support our sustainability efforts, please consider electronic delivery of your proxy materials. See below for how you can elect for your materials to be delivered electronically in the future. | |
|
![]() |
| |
Using 51 fewer tons of wood, or the equivalent of 308 trees
|
| |
![]() |
| |
Saving 275,000 gallons of water, or the equivalent of filling 13.75 swimming pool
|
| |
![]() |
| |
Using 328 million fewer BTUs, or the equivalent of the amount of energy used by 391 refrigerators for one year
|
|
|
![]() |
| |
Eliminating 15,200 pounds of solid waste
|
| |
![]() |
| |
Using 231,000 fewer pounds of GHG, including CO2, or the emissions of 21 automobiles running for one year
|
| |
![]() |
| |
Eliminating 20.6 pounds of hazardous air pollutants
|
|
|
![]() |
| |
25,745 Pounds of paper saved
|
| |
![]() |
| |
4.8 Acres of forest spared
|
| | |
|
![]() |
| | ||
|
With your control number available, please visit www.proxyvote.com or scan the QR code to enroll in electronic delivery.
|
|
| | | | | |
|
![]() |
| |
89
|
|
| | | | | |
|
![]() |
| |
A-1
|
|
| | | | | |
| A-2 | | |
2025 Proxy Statement
|
|
| | | |
Full Year
2020 |
| |
Full Year
2021 |
|
| Adjusted EBITDA: | | |
|
| |
|
|
| Net income attributable to Brink’s – GAAP | | |
$16.0
|
| |
$105.2
|
|
| Interest expense – GAAP | | |
96.5
|
| |
112.2
|
|
| Income tax provision – GAAP | | |
56.6
|
| |
120.3
|
|
| Depreciation and amortization – GAAP | | |
206.8
|
| |
239.5
|
|
|
EBITDA
|
| |
$375.9
|
| |
$577.2
|
|
|
Discontinued operations – GAAP
|
| |
0.8
|
| |
(2.1)
|
|
|
Reorganization and Restructuring(a)
|
| |
65.5
|
| |
42.8
|
|
|
Acquisitions and dispositions(a)
|
| |
53.0
|
| |
18.8
|
|
|
Argentina highly inflationary impact(a)
|
| |
8.8
|
| |
10.1
|
|
|
Chile antitrust matter(a)
|
| |
—
|
| |
9.5
|
|
|
Internal loss(a)
|
| |
6.9
|
| |
(21.1)
|
|
|
Reporting compliance(a)
|
| |
0.5
|
| |
—
|
|
|
Retirement plans(a)
|
| |
33.8
|
| |
29.8
|
|
|
Share-based compensation(b)
|
| |
31.3
|
| |
34.0
|
|
|
Marketable securities gain(c)
|
| |
(10.5)
|
| |
(16.4)
|
|
| Non-GAAP | | |
$566.0
|
| |
$682.6
|
|
| | | | | |
|
![]() |
| |
A-3
|
|
| | |
|
ACI Worldwide, Inc.
|
|
|
Air Lease Corporation
|
|
|
Air Transport Services Group, Inc.
|
|
|
Avis Budget Group, Inc.
|
|
|
Celestica Inc.
|
|
|
Citrix Systems, Inc.
|
|
|
Crane Co.
|
|
|
Curtiss-Wright Corporation
|
|
|
Euronet Worldwide, Inc.
|
|
|
GATX Corporation
|
|
|
Hexcel Corporation
|
|
|
ITT Inc.
|
|
|
Juniper Networks, Inc.
|
|
|
NCR Voyix Corporation
|
|
|
R.R. Donnelley & Sons Company
|
|
|
Sabre Corporation
|
|
|
Tetra Tech, Inc.
|
|
|
TFI International Inc.
|
|
|
The Western Union Company
|
|
|
TTEC Holdings, Inc.
|
|
|
WESCO International, Inc.
|
|
|
Woodward, Inc.
|
|
|
Xerox Holdings Corporation
|
|
| | | | | |
|
![]() |
| |
B-1
|
|