BRINKS CO

​

Design and Performance Framework

The Transformation Incentive Award is delivered 100% in PSUs with a three-year performance period covering 2026-2028. The performance goals were set at the outset of the three-year performance period and contain absolute and relative measurement. Transformation Incentive Awards, if earned, will be settled in the first quarter of 2029 following certification of performance results. The Transformation Incentive Awards are earned based on cumulative operating profit (“OP”) contribution attributable to transformation initiatives, with payouts determined under a structured, pre-established payout curve.

Earnouts are interpolated on a straight-line basis between performance levels. There is no earnout for performance below the threshold level.

To balance transformation performance with the shareholder experience, earned payouts are subject to a ±25% (RTSR) modifier, consistent with the modifier used in the Company’s annual long-term incentive program for the ELT.

Transformation Incentive Awards are forfeited if an executive does not remain employed through the vesting date, except for termination due to death or disability or an involuntary termination without cause. In the event of a termination without cause, any earnout (if applicable) would be determined on a pro-rata basis. Additionally, these awards were granted without protection in the event of termination due to retirement.

Award Sizing and Allocation

Transformation Incentive awards were sized to be meaningful and in alignment with the median of comparable transformation awards, as assessed and aggregated by the Committee’s independent consultant. Target award opportunities were set at 70% of the CEO’s 2026 annual LTI grant value and 100% of the other ELT members’ 2026 annual LTI grant value, consistent with external market practices for similar transformation awards. Because the Transformation Incentive Awards are earned over a three-year performance period, the resulting grant value represents approximately 23% and 33% of the 2026 annual LTI grant value for the CEO and other NEOs, respectively.

Additional details regarding the grant-date fair value of these awards will be included in the Company’s 2026 Summary Compensation Table in next year’s proxy statement.

Benefits

General

The types and amounts of benefits provided to the NEOs are established based upon an assessment of competitive market factors and a determination of what is needed to attract and retain talent, as well as providing long-term financial security to our employees and their families. Our primary benefits for the NEOs include participation in the plans and arrangements listed and summarized in the following paragraphs.

Deferred Compensation Program

We maintain the Key Employees’ Deferred Compensation Program (“Deferred Compensation Program”) for certain of our most highly compensated employees, including all of the U.S.-based NEOs. Under the Deferred Compensation Program, NEOs may defer a portion of their compensation, which is invested in mutual funds or converted to units that track Common Stock, according to the executive’s elections at the time of enrollment. Matching contributions by the Company are made to the NEOs in the form of units of Common Stock, which are subject to a five-year vesting period from the date of hire. In the event of termination of employment by the Company for cause, as defined under the Deferred Compensation Program, matching contributions are forfeited. In July 2025, the Compensation Committee approved a letter agreement with Mr. Eubanks that provides for certain changes with respect to the CEO’s deferred compensation, as described in further detail under “Potential Payments Upon Termination or Change in Control” beginning on page 61.

The Deferred Compensation Program enhances the alignment of the interests of the NEOs with those of our shareholders by providing our executive officers with a further opportunity to have compensation directly tied to our stock price