BRINKS CO

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revenue (15%) and free cash flow (25%). The NEOs received 2024 BIP payouts ranging from approximately 76% to 106% of their respective targets.

The annual incentive payouts reflect:

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actual non-GAAP operating profit of $629.4 million, adjusted to $648 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 $700 million*;

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actual revenue of $5.0 billion, adjusted to $5.136 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 $5.15 billion;

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actual AMS/DRS revenue of $1.2 billion, adjusted to $1.235 billion (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 $1.2 billion;

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actual free cash flow of $399.9 million, adjusted to $451 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 free cash flow performance of $420 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 2025, the Compensation Committee certified the level of payouts for the 2022-2024 IM PSU awards, for the performance period from 2022 to 2024, which reflected Company performance of $3.045 billion in adjusted EBITDA* during that period, which was above the maximum performance goal, and resulted in a payment to each applicable NEO of 200% of target.

In February 2025, the Compensation Committee certified the level of payouts for the 2022-2024 Relative TSR PSU awards, for the performance period from 2022 to 2024, which reflected performance at the 62 nd percentile of the comparator group established by the Compensation Committee, which was above the target performance goal, and resulted in a payment to each applicable NEO of 124% of target.

See pages 42 to 46 for a description of LTI payouts.

Executive Compensation Program Changes in 2024

In 2024, the Compensation Committee approved an LTI mix for 2024 of 75% IM PSUs with RTSR Modifier and 25% time-vested RSUs for all NEOs. The RTSR Modifier continues to be subject to a cap of 100% (reduced from 125%) if absolute TSR during the performance period is negative. In 2024, the Compensation Committee introduced an additional annual incentive program metric under the BIP and changed the weighting of BIP metrics from 50% non-GAAP operating profit, 25% revenue and 25% free cash flow to 50% non-GAAP operating profit, 10% revenue, 15% AMS/DRS revenue and 25% free cash flow for all NEOs. The addition of an AMS/DRS revenue goal for 2024 was intended to further align management incentives with key strategic focus areas for the Company.

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Non-GAAP financial measures, which served as metrics in our short- and long-term incentive program in 2024, are not presented in accordance with GAAP. See pages 34 to 40 of the 2024 10-K for a reconciliation of non-GAAP operating profit, adjusted EBITDA and free cash flow before dividends to the most directly comparable GAAP financial measures.

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