BRINKS CO

​

2023-2025 IM PSU with RTSR Modifier Payouts

In February 2026, the Compensation Committee certified the payout levels for the 2023-2025 IM PSU with RTSR Modifier awards. For the 2023-2025 performance period, Company performance reflected $3.114 billion in adjusted EBITDA*, exceeding the maximum performance goal, and an RTSR rank of 63% relative to the Compensation Committee-approved comparator group, which was below the maximum RTSR performance level. As a result, each applicable NEO earned a payout equal to 226% of target.

See pages 45 to 47 for a description of LTI payouts.

Executive Compensation Program Elements and Changes in 2025

In 2025, the Compensation Committee maintained the existing LTI mix for all NEOs of 75% IM PSUs with RTSR modifier and 25% time-vested RSUs, including the continued application of a 100% RTSR cap when absolute TSR is negative. The Compensation Committee also maintained the annual incentive program metrics and weightings under the BIP, which continue to align executive incentives with the Company’s strategic focus areas.

CEO Letter Agreement

Given the focus by the Board on emphasizing retention and ensuring appropriate and seamless succession planning in accordance with the strategy and direction of the Company, in 2025, the Compensation Committee approved a letter agreement with Mr. Eubanks that provides him with certain vesting treatment for his future annual equity awards, performance stock units and Company Match Units (as further defined and described throughout this Proxy Statement). In connection with a competitive market review, the Compensation Committee approved certain amendments to the Severance Pay Plan and Change in Control Plan to generally enhance termination protections for the CEO (and in certain cases, all participants) to provide further retention value. The letter agreement and plan changes are described in further detail under “Potential Payments Upon Termination or Change in Control” beginning on page 61.

​

Non-GAAP financial measures, which served as metrics in our short- and long-term incentive program in 2025, are not presented in accordance with GAAP. See pages 34 to 40 of the 2025 Form 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.

​