BRINKS CO

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The annual incentive payouts reflect:

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actual non-GAAP operating profit of $615 million, adjusted to $590 million (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was below the target goal of $640 million*;

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actual non-GAAP revenue of $4.875 billion, adjusted to $4.810 billion (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was below the target goal of $4.875 billion*;

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actual non-GAAP free cash flow of $393 million, adjusted to $372 million (in accordance with certain pre-approved adjustments determined by the Compensation Committee at the time the goals were set), which was above the target goal of non-GAAP free cash flow performance of $325 million*;

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performance of the operating companies within a NEO’s area of responsibility (where applicable); and

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individual performance factors, Company values and success factors based on leadership behaviors.

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In February 2023, the Compensation Committee certified the level of payouts for the 2021-2023 IM PSU awards, for the performance period from 2021 to 2022 (subject to continued time-based vesting requirements through February 2024), which reflected Company performance of $1.523 billion non-GAAP adjusted EBITDA*, which was above the maximum performance goal, and resulted in a payment to each applicable NEO of 200% of the target IM PSUs awarded in 2021.

In February 2024, the Compensation Committee certified the level of payouts for the 2021-2023 Relative TSR PSU awards, for the performance period from 2021 to 2023, which reflected performance at the 50th percentile of the comparator group established by the Compensation Committee, which was at the target performance goal, and resulted in a payment to each applicable NEO of 100% of the target Relative TSR PSUs awarded in 2021.

See pages 43 to 48 for a description of LTI payouts.

Executive Compensation Program Changes in 2023

In 2023, the Compensation Committee approved several changes to the executive compensation program, which are further described in this Compensation Discussion and Analysis. The Compensation Committee changed the LTI mix for 2023, from 50% IM PSUs, 25% relative TSR PSUs and 25% time-vested RSUs to 75% IM PSUs with TSR Modifier and 25% time-vested RSUs for all NEOs. The TSR Modifier is subject to a cap of 100% (reduced from 125%) if absolute TSR during the performance period is negative. The primary reason for this change was that use of a relative TSR modifier for executive equity awards is more prevalent among the Company’s Proxy Peer Group than use of a stand-alone relative TSR performance goal. The Compensation Committee also changed the annual incentive program metrics under the BIP from 75% non-GAAP operating profit and 25% non-GAAP operating profit margin to 50% non-GAAP operating profit, 25% non-GAAP revenue and 25% non-GAAP free cash flow for all NEOs. The Compensation Committee believed that re-implementing a revenue goal for 2023 was appropriate because the easing of the COVID-19 pandemic allowed for more predictability in revenue. The addition of a free cash flow goal for 2023 was intended to align management incentives with shareholders’ focus on free cash flow generation.

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Non-GAAP financial measures, which served as metrics in our short- and long-term incentive program in 2023, are not presented in accordance with GAAP. See Appendix A of this Proxy Statement and pages 35 to 37 of the 2023 Annual Report for a reconciliation of non-GAAP operating profit to the most directly comparable GAAP financial measures. There is no difference between GAAP and non-GAAP revenues. See Appendix A of this Proxy Statement for a reconciliation of non-GAAP adjusted EBITDA and non-GAAP free cash flow before dividends to the most directly comparable GAAP financial measures.

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