Cushman & Wakefield plc
For the period ended May 15, 2025. Filed Apr 4, 2025.
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May 15, 2025 · Filed Apr 4, 2025
Contents
Compensation-Setting Process
Role of the Compensation Committee
The Compensation Committee is responsible for overseeing our executive compensation program (including our executive compensation policies and practices) and approving the compensation of our executive officers, including the Named Executive Officers (except for our CEO and our Executive Chairman).
The Board is responsible for approving all compensation paid to our CEO. Pursuant to its charter, the Compensation Committee has the responsibility to review and recommend to the Board any proposed change in compensation for our CEO at least annually, as well as for evaluating our CEO’s performance and recommending actual payments under the annual incentive plan in light of the corporate goals and objectives applicable to her. In 2024, the Board was also responsible for approving compensation paid to our Executive Chairman, Mr. White, upon a recommendation from the Compensation Committee. Mr. White transitioned to our non-Executive Chairman effective May 2, 2024. See “—Chairman Transition” below.
Role of Executive Officers
Our CEO evaluates the performance of each of our executive officers against any annual objectives established for the business or functional area for which such executive officer is responsible. Our CEO then reviews each executive officer’s target compensation opportunity and based upon the target compensation opportunity and the individual’s performance, proposes compensation adjustments, subject to review and approval by the Compensation Committee. Neither our CEO nor any other Named Executive Officer participates in the evaluation of his or her own performance and he or she is not present during discussions relating to his or her compensation.
Role of Independent Compensation Consultant
In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers on an as-needed basis. In 2024, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to assist it with compensation matters.
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Compensation-Setting Process
Pay Governance regularly attends meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee and provides analysis with respect to these inquiries. At the direction of the Compensation Committee, Pay Governance works collaboratively with our management to gain an understanding of our business and compensation programs to help them advise the Compensation Committee. In addition, Pay Governance confers with our management to collect, analyze and present data requested by the Compensation Committee.
The Compensation Committee has asked Pay Governance to regularly provide independent advice on the following matters (among others):
the composition of our compensation peer group (including analyzing executive compensation levels and practices of the companies in our compensation peer group);
our compensation plan risk;
current market trends and best practices in executive and director compensation design; and
the overall levels of compensation and types and blend of various compensation elements.
Pay Governance does not provide any services to us other than the services provided to the Compensation Committee.
Peer Group
Our Compensation Committee, with the assistance of Pay Governance, reviews and establishes our peer group annually and uses such peer group as a reference source in its executive compensation deliberations. The peer group is established by evaluating companies that the Compensation Committee, with the assistance of Pay Governance, believes are comparable to us with respect to industry segment, business profile and various financial criteria. Our 2024 peer group, which was approved by the Compensation Committee in May 2024, is set forth below. The only change from our 2023 peer group was to add Compass, Inc., which provides real estate brokerage services in the United States and operates an integrated suite of software for the real estate industry. The Compensation Committee believed this change to be beneficial because increasing the peer group size enhances the robustness of peer group market data and allows the Company to better withstand potential peer group consolidation.
Peer Group
AECOM
Anywhere Real Estate Inc.
Boston Properties, Inc.
CBRE Group, Inc.
CGI Inc.
Colliers International Group Inc.
Compass, Inc.
DXC Technology Company
EMCOR Group, Inc.
Fluor Corporation
Jacobs Solutions Inc.
Jones Lang LaSalle Incorporated
KBR, Inc.
ManpowerGroup Inc.
Newmark Group, Inc.
Unisys Corporation
Vornado Realty Trust
We believe our peer group provides our Compensation Committee with a sound basis for comparing our compensation to market competitors. This peer group data is not used by the Compensation Committee in isolation but rather serves as one point of reference for making decisions about compensation. The Compensation Committee also takes into consideration other factors it considers relevant, such as the financial and operational performance of our businesses, individual performance, experience and skill set, specific retention concerns and internal equity.
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