Cushman & Wakefield Ltd.
For the period ended May 14, 2026. Filed Apr 3, 2026.
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May 14, 2026 · Filed Apr 3, 2026
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.
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 our annual incentive plan ("AIP") in light of the corporate goals and objectives applicable to her. In determining the appropriate compensation for the CEO, the Board gives substantial weight to the recommendation of the Compensation Committee, but retains ultimate oversight and responsibility for such compensation decisions.
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, market competitive benchmarks, and the individual’s performance, proposes compensation adjustments, and provides the Committee with recommendations for the other Named Executive Officers. 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. The Compensation Committee has historically retained the services of Pay Governance LLC ("Pay Governance") as its independent compensation consultant, in accordance with the Compensation Committee's charter. In September 2025, the Compensation Committee changed its independent compensation consultant to Meridian Compensation Partners ("Meridian"). References in this disclosure to the "Compensation Consultant" include both Pay Governance and Meridian during their applicable period of service during 2025.
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Compensation-Setting Process
The Compensation Consultant 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, the Compensation Consultant works collaboratively with our management to gain an understanding of our business and compensation programs to help them advise the Compensation Committee. In addition, the Compensation Consultant confers with our management to collect, analyze and present data requested by the Compensation Committee.
The Compensation Committee asked the Compensation Consultant 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.
For fiscal year 2025, neither Pay Governance nor Meridian provided any services to us other than the services provided to the Compensation Committee.
Peer Group
Our Compensation Committee, with the assistance of the Compensation Consultant, 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 the Compensation Consultant, believes are comparable to us with respect to industry, core operations and various financial criteria. Our 2024 peer group, set forth below, was referenced when setting compensation for fiscal 2025. Our 2025 peer group, which was approved by the Compensation Committee in May 2025, is also set forth below and was referenced when setting compensation for fiscal 2026. The changes from our 2024 peer group to our 2025 peer group were as follows. First, ABM Industries Incorporated and Stantec Inc. were each added. The Compensation Committee believed this change ensured that our peer companies more accurately represented our business operations and were of comparable scope. Second, CGI Inc. ("CGI") and KBR, Inc. were removed due to their emphasis on IT consulting and operations, as well as the size of CGI's market cap. Finally, Unisys was removed as it is no longer a suitable peer based on size.
| Peer Group | 2024 Peer | 2025 Peer |
|---|---|---|
| ABM Industries Incorporated (NYSE: ABM) | X | |
| AECOM (NYSE: ACM) | X | X |
| BXP, Inc. (NYSE: BXP) | X | X |
| CBRE Group, Inc. (NYSE: CBRE) | X | X |
| CGI Inc. (NYSE: GIB) | X | |
| Colliers International Group Inc. (Nasdaq: CIGI) | X | X |
| Compass, Inc. (NYSE: Compass) (1) | X | X |
| DXC Technology Company (NYSE: DXC) | X | X |
| EMCOR Group, Inc. (NYSE: EME) | X | X |
| Fluor Corporation (NYSE: FLR) | X | X |
| Jacobs Solutions Inc. (NYSE: J) | X | X |
| Jones Lang LaSalle Inc. (NYSE: JLL) | X | X |
| KBR, Inc. (NYSE: KBR) | X | |
| ManpowerGroup Inc. (NYSE: MAN) | X | X |
| Newmark Group, Inc. (Nasdaq: NMRK) | X | X |
| Stantec Inc. (NYSE: STN) | X | |
| Unisys Corporation (NYSE: UIS) | X | |
| Vornado Realty Trust (NYSE: VNO) | X | X |
(1) Anywhere Real Estate Inc. formed part of our 2024 and 2025 peer groups. On January 9, 2026, Compass Inc. acquired Anywhere Real Estate Inc. and as a result, we have removed Anywhere Real Estate Inc. from this table.
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.
| 40 | CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT |
Clawback Policy
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.