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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )

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o   Soliciting Material under §240.14a-12

The Brink’s Company
(Name of Registrant as Specified in its Charter)

   
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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The Brink’s Company
1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100

March 19, 2018

To Our Shareholders:

On behalf of the Board of Directors, we invite you to attend the annual meeting of shareholders of The Brink’s Company on Friday, May 4, 2018 at 10:00 a.m. local time at the Hilton Dallas/Southlake Town Square, 1400 Plaza Place, Southlake, Texas 76092.

2017 has been a year of tremendous growth for our company. We’ve seen improvement in each of our financial metrics that guide our compensation decisions, including revenue, operating profit and earnings per share, and we moved quickly to execute on our strategy to accelerate profitable growth through acquisitions. For 2017, we reported full-year operating profit on a GAAP basis of $274 million (vs. $185 million in 2016) and full year non-GAAP operating profit of $281 million (vs. $216 million in 2016). Our operating margin rate on a GAAP basis was 8.2% (vs. 6.1% in 2016) and on a non-GAAP basis was 8.8% (vs. 7.4% in 2016). Earnings per share for 2017 was $0.33 on a GAAP basis and $3.03 on a non-GAAP basis. Our shareholders saw stock price appreciation of approximately 90% between January 1, 2017 and December 31, 2017 and we increased our quarterly dividend by 50% from $0.10 to $0.15 per share in May. We also completed a comprehensive refinancing of our debt structure in October to facilitate the execution of our multi-year growth strategy.

In 2017, our shareholders approved the 2017 Equity Incentive Plan, allowing our Board to continue to award a meaningful portion of each executive’s total compensation in the form of equity-based awards, further strengthening alignment between executives and shareholders. Our Compensation Committee and Board continue to adhere to a philosophy that aligns pay and performance through awards of annual and long-term incentives that balance management performance and shareholder alignment. As we enter 2018, we remain dedicated to growing our Company and continuing to deliver value to our shareholders, while maintaining our high standards of corporate governance and our unwavering commitment to safety and security for our customers and employees.

Your vote at the annual shareholder meeting is important. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible. There are two ways to vote. You can complete, sign, date and return the enclosed proxy in the envelope provided or you can vote on the internet.

We look forward to seeing you at the annual meeting and thank you for your continued support.

Sincerely,

Douglas A. Pertz
President and Chief Executive Officer
Michael J. Herling
Chairman of the Board

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 2018



The annual meeting of shareholders of THE BRINK’S COMPANY will be held on May 4, 2018, at 10:00 a.m., local time, at the Hilton Dallas/Southlake Town Square, 1400 Plaza Place, Southlake, Texas 76092 for the following purposes:

1. To elect as directors the eight nominees to the Board of Directors named in the accompanying proxy statement, for terms expiring in 2019.
2. To approve an advisory resolution on named executive officer compensation.
3. To approve the Company's Employee Stock Purchase Plan.
4. To approve the selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 1, 2018 has been fixed as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting. This proxy statement and the accompanying form of proxy and annual report to shareholders are being mailed to shareholders of record as of the close of business on March 1, 2018, commencing on or about March 23, 2018.

Please note that brokers may not vote your shares on the election of directors, the advisory vote on named executive officer compensation, or the approval of the Company’s Employee Stock Purchase Plan, in the absence of your specific instructions as to how to vote.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD OR VOTE ON THE INTERNET. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

Lindsay K. Blackwood
Secretary

March 19, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 4, 2018.
   
The annual report to shareholders and proxy statement are available at:
http://www.investors.brinks.com/2018annualmeetingmaterials. 

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The Brink’s Company
PROXY SUMMARY

To help you review The Brink’s Company’s (“Brink’s” or the “Company”) 2018 proxy statement, we have summarized several key topics below. The following description is only a summary. For more complete

information about these topics, please review the complete proxy statement and the Company’s 2017 Annual Report on Form 10-K.

2017 Highlights



Brink’s is the global leader in cash management, secure logistics and security solutions, including cash-in-transit, ATM replenishment and maintenance, cash management services (including vault outsourcing, money processing and intelligent safe services), international transportation of valuables, and payment services to financial institutions, retailers, government agencies (including central banks), mints, jewelers and other commercial operations around the world. We serve customers in more than 100 countries and have

approximately 62,300 employees worldwide. A significant portion of our business is conducted internationally, with approximately 77% of our $3.3 billion in revenues earned outside the United States. Brink’s reported strong 2017 earnings that reflect growth in each of our geographic segments. Following are key financial performance metrics that are monitored by management and the Board, reported to shareholders, and used in determining 2017 compensation for the named executive officers:


* These non-GAAP financial measures are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). See pages 35-37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a reconciliation of non-GAAP operating profit margin rate, revenue and operating profit to the most directly comparable GAAP financial measure.

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The Brink’s Company

Executive Compensation Program



Our executive compensation program is structured to link compensation to Company and individual performance over the short- and long-term and to align the interests of executives and shareholders. We do this by using shares of the Company’s common stock (“Brink’s Common Stock”) and stock-based

awards in our incentive compensation programs and by maintaining robust executive stock ownership guidelines. Elements of compensation for Brink’s executives include base salary, annual incentives and long-term incentives (“LTI”).

Performance-Based and Variable Compensation in 2017



Annual
Incentives
Annual Incentive Award
Provides a cash award based on achievement of pre-established one-year non-GAAP operating margin rate and revenue goals as well as individual performance.
Long Term
Incentives
awarded in
2017
Internal Metric Performance Share Units (“Internal Metric PSUs”)
Paid out in shares of Brink’s Common Stock at the end of a three-year performance period, based on achievement of a pre-established three-year total non-GAAP operating profit performance goal, and subject to a three-year vesting requirement. Represents 21% of the total LTI award for the Chief Executive Officer and 25% of the total LTI award for the other named executive officers.
Relative Total Shareholder Return (“TSR”) Performance Share Units (“Relative TSR PSUs” and, together with the Internal Metric PSUs, the “PSUs”)
Paid out in shares of Brink’s Common Stock at the end of a three-year performance period, based on the Company’s TSR relative to that of companies in the S&P SmallCap 600 with foreign revenues equal to or exceeding 50% of total revenues. Represents 21% of the total LTI award for the Chief Executive Officer and 25% of the total LTI award for the other named executive officers.
Performance Stock Options
Each option represents the opportunity to purchase one share of Brink’s Common Stock at the end of a three-year vesting period at the price per share on the grant date, provided that the average closing price during any fifteen-day period between the grant date and the three-year anniversary is 125% of the closing price on the grant date. Represents 58% of the total LTI award for the Chief Executive Officer and 25% of the total LTI award for the other named executive officers.
Restricted Stock Units (“RSUs”)
Paid out in shares of Brink’s Common Stock and vesting in three equal annual installments. Represents 25% of the total LTI award for the named executive officers other than the Chief Executive Officer.

In 2017, performance-based compensation (which includes annual incentives, Internal Metric PSUs, Relative TSR PSUs and Performance Stock Options) represented approximately 86% of total target compensation for the Chief Executive Officer and

approximately 59% of total target compensation (on average) for the Company’s other named executive officers, as illustrated below. See pages 36-37 for additional information about the long-term incentive awards.


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PROXY SUMMARY

2017 Compensation Decisions



In February 2017, the Compensation and Benefits Committee (the “Compensation Committee”) approved LTI awards of Internal Metric PSUs, Relative TSR PSUs, Performance Stock Options and RSUs to the Company’s named executive officers (no RSUs were awarded to the Chief Executive Officer). Payouts of 2017 annual incentives to named executive officers were approved by the Compensation Committee in February 2018 ranging from 160 - 200% of target (depending on the named executive officer), reflecting corporate performance that was above the target level of the non-GAAP operating profit margin goal and below the target level of organic non-GAAP revenue growth. In February 2018, the Compensation

Committee also approved payouts for LTI awards granted in 2015, which consisted of PSUs, Market Share Units (“MSUs”) and RSUs. MSUs were paid out in shares of Brink’s Common Stock at 150% of target, reflecting stock price appreciation of approximately 244% over the three-year period. PSUs were paid out in shares of Brink’s Common Stock at 250% of target, reflecting performance that exceeded both the target and maximum levels for the non-GAAP operating profit goal for the period beginning January 1, 2015 and ending December 31, 2017. These compensation decisions are more fully described in the Compensation Discussion and Analysis, beginning on page 24.

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The Brink’s Company

Corporate Governance



Brink’s is committed to good corporate governance and employs a number of practices that the Company’s Board of Directors (the “Board”) has

determined are in the best interest of the Company and our shareholders. Following are examples of those practices.

What We Do and Don’t Do:

We strive to employ good governance practices

Non-Executive Chairman—The Board annually appoints a Non-Executive Chairman of the Board and is structured to have a lead director if the Board determines to combine the roles of Chairman of the Board and Chief Executive Officer. This framework ensures the Board operates independently of management and that directors and shareholders have an independent leadership contact.

Majority Vote Standard—A director must tender his or her resignation if his or her election receives less than a majority vote in an uncontested election.

Executive Sessions—The independent members of the Board hold an executive session at each regular Board meeting.

Annual Director Elections – Each director stands for election by the Company’s shareholders each year.

Say on Pay—We provide shareholders with an annual advisory vote on named executive officer compensation.

Proxy Access—A shareholder, or group of up to 20 shareholders, who have continuously owned at least 3% of our outstanding common stock for 3 years or more may nominate and include in our proxy statement up to the greater of 2 director nominees or 20% of our Board.

Special Meetings—Shareholders holding at least 20% of our outstanding common stock may call a special meeting.
Our compensation program is designed to align with shareholder interests

Pay for Performance—Our executive compensation program links compensation to Company and individual performance over both the short- and long-term.

Stock Ownership Guidelines—We maintain robust stock ownership guidelines for the Chief Executive Officer and other executive officers.

Double Trigger Accelerated Vesting—Equity awards are subject to a “double trigger” for accelerated vesting in the event of a change in control followed by termination of employment.
We strive to adhere to good executive compensation practices

Recoupment Policy—We maintain a recoupment policy for performance-based cash and equity-based incentive payments in the event of a financial restatement.

Double Trigger Change in Control Agreements—We maintain change in control agreements that provide executives with benefits of up to two times the sum of salary and average annual incentive in the event of a change in control followed by termination of employment.

Independent Compensation Consultant—The Compensation Committee retains an independent compensation consulting firm that provides no other services to the Company.

No Tax Gross-ups and No Excessive Perquisites—There are no tax gross-ups and we provide limited perquisites to executive officers.

No Hedging—Directors and executive officers are prohibited from engaging in hedging transactions with respect to Company securities.

No Repricing of Underwater Stock Options—The Brink’s Company 2017 Equity Incentive Plan prohibits re-pricing of underwater stock options without shareholder approval.

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PROXY SUMMARY

Voting Matters



Proposal
Board Voting
Recommendation
Page
Reference
 
 
 
 
 
 
 
 

Board Nominees



Name
Age
Director
Since
Principal Occupation
Independent
Committee Memberships
Paul G. Boynton
 
53
 
 
2010
 
Chairman, President and Chief Executive Officer, Rayonier Advanced Materials Inc.
Yes
Audit and Ethics
Finance and Strategy (Chair)
Ian D. Clough
 
51
 
 
2016
 
Independent Management Consultant
Yes
Audit and Ethics
Finance and Strategy
Susan E. Docherty
 
55
 
 
2014
 
Chief Executive Officer, Canyon Ranch
Yes
Compensation
Finance and Strategy
Reginald D. Hedgebeth
 
50
 
 
2011
 
Senior Vice President, General Counsel and Secretary, Marathon Oil Corporation
Yes
Audit and Ethics (Chair)
Corporate Governance and Nominating
Dan R. Henry
 
52
 
 
2017
 
Retired Chief Executive Officer, NetSpend
Yes
Compensation
Finance and Strategy
Michael J. Herling
 
60
 
 
2009
 
Partner, Finn Dixon & Herling
Yes
Compensation (Chair)
Corporate Governance and Nominating
Douglas A. Pertz
 
63
 
 
2016
 
Chief Executive Officer, The Brink’s Company
No
 
 
George I. Stoeckert
 
69
 
 
2016
 
Retired President of North America and Internet Solutions, Dun & Bradstreet
Yes
Audit and Ethics
Corporate Governance and Nominating (Chair)
Finance and Strategy

Shareholder Engagement



At last year’s annual meeting of shareholders, over 85% of votes cast approved the “say on pay” proposal regarding the compensation awarded to named executive officers. The Compensation Committee and the Board take into account the results of the “say on pay” vote as they consider the design of the executive compensation program and policies.

There were no changes made to the Company’s executive compensation program in direct response to the 2017 “say on pay” voting results. Management continues to engage in outreach to the Company’s shareholders to discuss governance and compensation policies and practices and emerging issues.

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The Brink’s Company
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The mailing address of the principal executive office of the Company is 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100. Following are questions and answers regarding the annual meeting:

Why am I receiving this proxy statement?



You are receiving this proxy statement in connection with the solicitation of proxies by the Board to be voted at the 2018 annual meeting of shareholders (and at any adjournment or postponement of the 2018 annual meeting), for the purposes set forth in the

accompanying notice. The annual meeting will be held on May 4, 2018, at 10:00 a.m., local time, at the Hilton Dallas/Southlake Town Square, 1400 Plaza Place, Southlake, Texas 76092.

What is a proxy?



A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy (or proxy card). Ronald J. Domanico, McAlister C. Marshall, II and Lindsay K.

Blackwood have been designated as proxies for the annual meeting. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

Who is entitled to vote at the annual meeting?



You are entitled to notice of the annual meeting and may vote your shares of Brink’s Common Stock if you owned them as of the close of business on March 1, 2018, which is the date that the Board has designated as the record date for the 2018 annual meeting of

shareholders. On March 1, 2018, the Company had outstanding 50,575,913 shares of Brink’s Common Stock. Each share of Brink’s Common Stock is entitled to one vote.

What am I being asked to vote on?



The proposals scheduled to be voted on are:

(1) Election of directors named in this proxy statement for a one-year term;
(2) Advisory vote to approve named executive officer compensation;
(3) Approval of the Company's Employee Stock Purchase Plan; and
(4) Selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2018.

What are the Board’s recommendations?



The Board recommends a vote FOR:

The election of directors named in this proxy statement for a one-year term;
The advisory vote to approve named executive officer compensation;
The approval of the Company's Employee Stock Purchase Plan; and
The selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2018.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

How many votes must be present to hold the annual meeting?



A majority of the outstanding shares of Brink’s Common Stock as of the record date must be present in person or represented by proxy at the annual meeting. This is referred to as a quorum. Abstentions, withheld votes and shares held in street name (“Brokers’ Shares”) voted by brokers are included in determining the number of votes

present. Brokers’ Shares that are not voted on any matter will not be included in determining whether a quorum is present. In the event that a quorum is not present at the annual meeting, we expect that the annual meeting will be adjourned or postponed to solicit additional proxies.

What is a broker non-vote?



Under the rules of the New York Stock Exchange, a broker may vote Brokers’ Shares in its discretion on “routine matters,” but a broker may not vote on proposals that are not considered “routine.” When a

proposal is a non-routine matter and the broker has not received voting instructions with respect to that proposal, the broker cannot vote on that proposal. This is commonly called a “broker non-vote.”

How many votes are needed to approve each proposal?



The following table summarizes the vote required to approve each proposal and the effects of abstentions, broker non-votes, and signed, but unmarked proxy cards, on the tabulation of votes for each proposal. For

any other business that may properly come before the annual meeting, proxies will be voted in accordance with the judgment of the person voting the proxies.

Proposal
Number
Item
Vote Required for
Approval
Abstentions
Uninstructed
Shares/Effect of
Broker Non-Votes
Signed but
Unmarked Proxy
Cards
1.
Election of director nominees set forth in this proxy statement for a one-year term
Votes cast in favor must exceed the votes cast opposing the election of each director
No effect
Not voted/no effect
Voted “FOR”
2.
Advisory vote to approve named executive officer compensation
Votes cast in favor must exceed the votes cast opposing the action
No effect
Not voted/no effect
Voted “FOR”
3.
Approval of the Company's Employee Stock Purchase Plan
Votes cast in favor must exceed the votes cast opposing the action
No effect
Not voted/no effect
Voted "FOR"
4.
Approval of the selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2018
Votes cast in favor must exceed the votes cast opposing the action
No effect
Discretionary vote by broker
Voted “FOR”

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The Brink’s Company

The Company’s bylaws provide that the Chairman of the annual meeting will determine the order of business and the voting and other procedures to be observed at the annual meeting. The Chairman is authorized to declare whether any business is properly brought before the annual meeting, and business not properly brought before the annual meeting will not be transacted. We are not aware of any matters that are

to come before the annual meeting other than those described in this proxy statement. If other matters do properly come before the annual meeting, however, it is the intention of the persons named in the enclosed proxy card to exercise the discretionary authority conferred by the proxy to vote such proxy in accordance with their best judgment.

Can I revoke my proxy?



The enclosed proxy is revocable at any time prior to its being voted by filing an instrument of revocation or a duly executed proxy bearing a later time. A proxy may also be revoked by attendance at the annual meeting and voting in person. See “Questions and Answers

About the Annual Meeting—How do I attend the annual meeting? What should I bring?” Attendance at the annual meeting will not by itself constitute a revocation.

Who pays for the solicitation of votes?



The cost of this solicitation of proxies will be borne by the Company. In addition to soliciting proxies by mail, directors, officers and employees of the Company, without receiving additional compensation therefor, may solicit proxies by telephone, facsimile, electronic mail, in person or by other means. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners of Brink’s

Common Stock and the Company will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses in connection with their solicitation efforts. The Company has retained Innisfree M&A Incorporated to perform proxy advisory and solicitation services. The fee of Innisfree M&A Incorporated in connection with the 2018 annual meeting is estimated to be approximately $15,000, plus reimbursement of out-of-pocket expenses.

How do I attend the annual meeting? What should I bring?



Shareholders who wish to attend the annual meeting and vote in person and who need directions to the annual meeting may contact the Corporate Secretary at (804) 289-9600. Shareholders of record who wish to vote in person at the annual meeting will be able to request a ballot at the annual meeting. Shareholders

who hold their shares through a broker in “street name” and who wish to vote in person at the annual meeting will not be able to vote their shares at the annual meeting without a legal proxy from the street name holder of record. Those shareholders should contact their brokers for further information.

Who will count the votes?



Shareholder votes at the annual meeting will be tabulated by the Company’s transfer agent, American Stock Transfer & Trust Company.

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The Brink’s Company
CORPORATE GOVERNANCE

Board of Directors



Role of the Board of Directors

The Board is responsible for advancing the interests of the shareholders by providing advice and oversight of the strategic and operational direction of the Company; overseeing the governance of the Company and the Company’s executive management, including the Chief Executive Officer; and reviewing the Company’s business initiatives, capital projects and budget matters. To do this effectively, the Company has established clear and specific Governance Guidelines for the Board (referred to as our Governance Policies) that, along with Board committee charters and our Code of Ethics, provides the framework for the governance of the Company.

Board Leadership Structure

The Board does not have a policy on whether the roles of the Chief Executive Officer and Chairman should be separate. The Board regularly evaluates relevant factors to determine the best leadership structure for the Company’s operating and governance environment at the time. In accordance with good governance practices, the Board of Directors’ policy is to appoint a lead director from among the independent members of the Board in the event that the roles of Chairman and Chief Executive Officer are combined. In response to significant changes in the Company‘s leadership, in 2016, the Board appointed Michael J. Herling as the non-executive Chairman of the Board. The Board believes the separation of the offices of Chairman of the Board and Chief Executive Officer, was appropriate at that time as it allowed, and continues to allow, Mr. Pertz to focus primarily on Brink’s business strategy and operations and Mr. Herling to provide the independent leadership of the Board. As the non-executive chairman of the Board, Mr. Herling has the following responsibilities:

presides over meetings of the Board and shareholders;
calls meetings and executive sessions of the Board;
develops the meeting agendas and ensures critical issues are addressed;
facilitates communication between and among directors and management and ensures the quality, quantity and timing of information from management;
has a lead role in the evaluation of the Chief Executive Officer;
serves as the representative of the Board with management and the public and interacts with shareholders on behalf of the Board at the Board’s discretion;
facilitates communication between the Board and investors, at the Board’s discretion;
promotes effective communications on developments occurring between Board meetings; and
performs such other duties assigned from time to time by the Board.

If the Chairman and CEO roles were to be combined in the future, a lead director would be appointed. We expect that a lead director would have the following responsibilities:

preside over meetings of the independent directors;
work with the Chairman and Chief Executive Officer to develop meeting agendas and ensure critical issues are addressed;
act as a principal liaison between independent directors and the Chief Executive Officer and brief the Chief Executive Officer on issues of concern that arise during executive sessions of independent directors;
have a lead role in the evaluation of the Chief Executive Officer (if the Chairman also serves as the Chief Executive Officer);
take the lead in assuring that the Board carries out its responsibilities in circumstances where the Chief Executive Officer is incapacitated or unable to act;
serve as the primary non-management contact with shareholders, as needed; and
perform such other duties assigned from time to time by the Board.

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The Brink’s Company

Meetings of the Board and Director Attendance

The Board met five times in 2017. During 2017, all incumbent directors attended at least 75% of the total number of meetings of the Board and of the committees of the Board on which they served.

Executive Sessions of the Board

The non-management members of the Board meet regularly without management present. The Chairman presides over each meeting of the independent Board members.

Director Attendance at Annual Meeting

The Company has no formal policy with regard to Board members’ attendance at annual meetings. All of the directors then in office attended the 2017 annual meeting of shareholders.

Board Composition Changes

In January 2017, Betty C. Alewine retired from the Board; in October 2017, Dan R. Henry was appointed to the Board; and in November 2017, Peter A. Feld resigned from the Board.

Board Independence



For a director to be deemed “independent,” the Board must affirmatively determine, in accordance with the listing standards of the New York Stock Exchange, that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In making this determination, the Board has adopted the following categorical standards as part of its Governance Policies:

1. A director who is, or has been within the last three years, an employee of the Company, or whose immediate family member is, or has been within the last three years, an executive officer of the Company, is not independent. Employment as an interim Chairman, Chief Executive Officer or other executive officer will not disqualify a director from being considered independent following such employment.
2. A director who has received or who has an immediate family member serving as an executive officer who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (excluding director and committee fees and pensions or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service), is not independent. Compensation received by a director for former service as an interim Chairman, Chief Executive Officer or other executive officer will not count toward the $120,000 limitation.
3. (A) A director who is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) a director who has an immediate family member who is a current partner of such a firm; (C) a director who has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) a director who was or whose immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time, in any such instance ((A)-(D)) is not independent.
4. A director who is or has been within the last three years, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee, is not independent.
5. A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent.

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CORPORATE GOVERNANCE

The Board has affirmatively determined that Ms. Docherty and Messrs. Boynton, Clough, Hedgebeth, Henry, Herling, and Stoeckert are independent under the listing standards of the New York Stock Exchange and the categorical standards described above. Mr. Feld, who retired in November, 2017, was also determined by the Board to be independent in February 2017. The Board has determined that the members of the Audit and Ethics Committee (the “Audit Committee”) and the Compensation Committee meet the heightened

independence requirements for service on the Audit Committee and Compensation Committee set forth in the respective committees’ charters. In addition, the Board has determined that the members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)).

Committees of the Board



The Board has four standing committees: the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee (the “Corporate Governance Committee”) and Finance and Strategy Committee (the “Finance Committee”). Each committee has a separate chairperson and each

of the committees is composed solely of independent directors. The charters for each of the committees describe the specific authority and responsibilities of each committee and are available on our website at www.brinks.com.

Committee Membership as of December 31, 2017*


* Mr. Feld retired from the Board effective November 11, 2017. From January 1 through November 11, 2017, Mr. Feld served as a member of the Compensation Committee, the Finance Committee, and as Chair of the Corporate Governance Committee.
** Mr. Clough was appointed to the Finance Committee on February 22, 2018. As of February 22, 2018, Mr. Herling was no longer a member of the Finance committee.

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Audit Committee

The Audit Committee oversees management’s conduct of the Company’s financial reporting process and the integrity of its financial statements, including the Company’s accounting, internal controls and internal audit function. The Audit Committee also evaluates the qualifications and performance of the Company’s independent auditors, assesses the independence of the Company’s independent auditors and oversees the annual independent audit of the Company’s financial statements and the Company’s legal and regulatory compliance, as well as ethics programs.

The Board has identified each of Messrs. Boynton, Clough and Stoeckert as an “audit committee financial expert” as that term is defined in the rules promulgated by the Securities and Exchange Commission (the “SEC”). The Board has also determined that each of the members of the Audit Committee is financially literate under New York Stock Exchange standards.

Compensation Committee

The Compensation Committee is responsible for overseeing the policies and programs relating to the compensation of the Chief Executive Officer, and other senior executives, including policies governing salaries, incentive compensation and terms and

conditions of employment. For a further discussion of the Compensation Committee, see “Compensation Discussion and Analysis.”

Corporate Governance Committee

The Corporate Governance Committee is responsible for identifying individuals qualified to become Board members consistent with criteria approved by the Board and recommending to the Board director nominees. The Corporate Governance Committee also oversees the corporate governance of the Company, including recommending to the Board the Governance Policies, and the annual evaluation of the Board’s performance. In addition, the Corporate Governance Committee recommends to the Board any changes in non-employee director compensation.

Finance Committee

The Finance Committee monitors the Company’s strategic direction, recommends to the Board dividend and other actions and policies regarding the financial affairs of the Company, and is responsible for oversight of the Company’s 401(k) Plan and the Frozen Pension Plan, and any similar plans that may be maintained from time to time by the Company. The Finance Committee has authority to adopt amendments to the Company’s 401(k) Plan and the Frozen Pension and Pension Equalization Plans.

Director Nominating Process



The Corporate Governance Committee regularly engages in succession planning for the Board. In accordance with the Governance Policies and the Corporate Governance Committee charter, the Corporate Governance Committee periodically assesses whether any vacancies on the Board are expected due to retirement or other factors and considers possible director candidates. The Corporate Governance Committee has used professional search firms to identify candidates based upon the director membership criteria described in the Governance Policies.

The Corporate Governance Committee’s charter provides that the Corporate Governance Committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations to the Corporate Governance Committee through the method described below under “Communications with Non-Management Members of the Board of Directors.” In accordance with the Company’s bylaws, any shareholder of record

entitled to vote for the election of directors at a meeting of shareholders may nominate persons for election to the Board, if the shareholder complies with the notice procedures set forth in the bylaws and summarized in the section of this proxy statement entitled “Other Information—Shareholder Proposals and Director Nominations” on page 79.

The Corporate Governance Committee evaluates all director candidates in accordance with the director membership criteria described in the Governance Policies. The Corporate Governance Committee evaluates any candidate’s qualifications to serve as a member of the Board based on the skills and characteristics of individual Board members as well as the composition of the Board as a whole, the balance of management and independent directors, and the need for particular expertise. In addition, while there is not specific weight given to any one factor, the Corporate Governance Committee will evaluate a candidate’s business experience, diversity, international background or experience, the number of

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CORPORATE GOVERNANCE

other directorships held, leadership capabilities, and any other skills or experience that would contribute to the overall effectiveness of the Board of Directors.

When considering a director standing for re-election as a nominee, in addition to the attributes described above, the Corporate Governance Committee considers that individual’s past contribution and future commitment to the Company. The Corporate Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not restrict itself by establishing minimum qualifications or attributes.

After evaluating any potential director nominees, the Corporate Governance Committee makes a

recommendation to the full Board, and the Board determines the nominees. The evaluation process of prospective director nominees is the same for all nominees, regardless of the source from which the nominee was first identified.

The Company did not receive any notice of a director candidate recommended by a shareholder or group of shareholders owning more than five percent of the Company’s voting common stock for at least one year as of the date of recommendation on or prior to November 24, 2017, the date that is 120 days before the anniversary date of the release of the prior year’s proxy statement to shareholders.

Board Evaluations



The Board annually assesses the effectiveness of the full Board and the performance of its committees. The Corporate Governance Committee is charged with

overseeing this process. In 2016, the Board implemented periodic evaluations by a third party and individual director assessments.

Board Role in Risk Oversight



The Board is responsible for the Company’s overall risk oversight and receives regular reports from management on the Company’s risk management program (described below) and from the Board’s Audit, Compensation, Corporate Governance, and Finance Committees, each of which is responsible for risk oversight within its area of responsibility. Management is responsible for the Company’s risk management. Through the Company’s enterprise risk management (“ERM”) program, management identifies and addresses significant risks facing the Company. Under the ERM program, a team of senior executives identifies and prioritizes risks, and assigns an executive to address each major identified risk area, including by monitoring relevant mitigation plans and processes.

The Audit Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. As part of its responsibilities, the Audit Committee oversees the Company’s financial policies, including financial risk management. Management holds regular meetings that identify, discuss and

assess financial risk from current macro-economic, industry and company-specific perspectives. As part of its regular reporting process, management reports and reviews with the Audit Committee the Company’s material financial risks, proposed risk factors and other public disclosures, mitigation strategies, and the Company’s internal controls over financial reporting. The Audit Committee also engages in periodic discussions with the Chief Financial Officer and other members of management regarding risks.

Each of the other committees of the Board considers risks within its respective areas of responsibility and regularly reports to the Board on issues related to the Company’s risk profile. The Compensation Committee considers any risks related to the Company’s executive compensation programs and has oversight responsibility for the Company’s review of all compensation policies and procedures to determine whether they present a significant risk. The Corporate Governance Committee considers risks relating to governance and succession planning. The Finance Committee reviews risks related to strategic transactions and oversees risks related to the Company’s credit facilities, credit ratings, and pension and savings plans.

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Compensation Risk Assessment



As part of its oversight of the Company’s executive compensation program, the Compensation Committee reviews and considers any potential risk implications created by its compensation awards. The Compensation Committee believes that the executive compensation program is designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy and that the balance of compensation elements does not encourage excessive risk taking. The Compensation Committee will continue to consider compensation risk implications, as appropriate, in designing any new executive compensation components. In connection with its continual risk assessment, the Compensation Committee notes the following attributes of the executive compensation program:

the balance between fixed and variable compensation, short- and long-term compensation, and cash and equity payouts;
the alignment of LTI with selected performance measures that reflect the Company’s business plan, and its financial and operational goals;
the Compensation Committee’s authority to apply negative discretion to incentive plan payouts; (taking into account Section 162(m) of the Code, where applicable) if the Compensation Committee believes that such payouts do not appropriately reflect performance of a particular executive, the Company or a business unit;
the placement of a significant portion of executive pay “at risk” and dependent upon the achievement of specific corporate performance goals with verifiable results, with pre-established threshold, target and maximum payment levels;
the use of relative shareholder return as a performance metric for LTI awards;
the Company’s compensation recoupment policy, which applies to performance-based cash and performance-based incentive compensation paid to named executive officers and other recipients;
the balance between risks and benefits of compensation as related to attracting and retaining executives and other senior leaders;
the Company’s executive stock ownership guidelines, which align the interests of the executive officers with those of the Company’s shareholders; and
regular review of the executive compensation program by an independent compensation consultant.

The Compensation Committee also has oversight over the Company’s responsibility to review all Company compensation policies and procedures, including the incentives that they create, to determine whether they present a significant risk. At the Compensation Committee’s direction, the Company’s Human Resources Department in partnership with the Internal Audit Department, conducted a risk assessment of the Company’s compensation programs during 2017. Based on its assessment, management concluded that the compensation policies and practices of the Company and its subsidiaries for employees do not create risks that are reasonably likely to have a material adverse effect on the Company, and management presented the results of its assessment to the Compensation Committee.

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CORPORATE GOVERNANCE

Policy and Process for Approval of Related Person Transactions



The Company has adopted a policy in the Audit Committee’s charter regarding the review and approval of related person transactions. In the event that the Company proposes to enter into such a transaction, it must be referred to the Audit Committee. The Audit Committee is required to review and approve each related person transaction and any disclosures required by Item 404 of Regulation S-K. The Audit Committee reviews any related person transactions on a case-by-case basis.

For purposes of this policy, a “related person transaction” has the same meaning as in Item 404 of Regulation S-K: a transaction, arrangement or relationship (or any series of related transactions, arrangements or relationships) in which the Company

is, was or will be a participant and the amount involved exceeds $120,000 and in which any “related person” has, had or will have a direct or indirect material interest.

For purposes of this policy, a “related person” has the same meaning as in Item 404 of Regulation S-K: any person who was a director, a nominee for director or an executive officer of the Company during the preceding fiscal year (or an immediate family member of such a director, nominee for director or executive officer) or a beneficial owner of more than five percent of the outstanding Brink’s Common Stock (or an immediate family member of such owner).

During 2017, there were no related person transactions under the relevant standards.

Communications with Non-Management Members of the Board of Directors



The Company’s Governance Policies set forth a process by which shareholders and other interested third parties can send communications to the non-management members of the Board. When interested third parties have concerns, they may make them known to the non-management directors by

communicating via written correspondence sent by U.S. mail to “Chairman” at the Company’s Richmond, Virginia address. All such correspondence is provided to the Chairman of the Board at, or prior to, the next executive session held at a regular Board meeting.

Succession Planning



The Board regularly engages in succession planning for the Chief Executive Officer role. Members of the Board (with oversight from the Corporate Governance Committee) annually review and discuss an evaluation of potential Chief Executive Officer successors. The

Board ensures that meeting agendas for the Board and its committees provide directors with exposure to and opportunities to assess potential successors. The Board annually reviews the emergency succession plan for the Chief Executive Officer.

Political Contributions



In general, it is not the Company’s practice to make financial or in-kind political contributions with corporate assets, even when permitted by applicable law. The Company complies with all applicable state and federal laws related to the disclosure of lobbying activities.

The Company administers, under federal and state election laws, The Brink’s Company Political Action Committee, which is a non-partisan political action committee comprised of the Company’s managerial and professional U.S. employees who voluntarily pool their financial resources to support the Company’s efforts to promote the business interests of the Company through the legislative process.

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The Brink’s Company

Resignation and Retirement



Under the Company’s Governance Policies, a director who retires or whose job responsibilities change materially from those in effect at the time the director was last elected to the Board should submit his or her resignation to the Board. The Corporate Governance Committee will then review and consider the director’s resignation and make a recommendation to the Board whether to accept or decline the resignation. In addition, the Board maintains a policy that a director may not stand for election to the Board for any term during which his or her 72nd birthday would fall more than six months prior to the expiration of that term.

The Company’s Governance Policies also provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes “against” his or her election than votes “for” his or her election must promptly tender his or her resignation to the Board. The Corporate Governance Committee will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. Following the Board’s determination, the Company will disclose the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached.

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The Brink’s Company
PROPOSAL NO. 1—ELECTION OF DIRECTORS

In accordance with the Company’s Amended and Restated Articles of Incorporation and bylaws, directors are nominated for election (or re-election) to one-year terms. Each of the Company’s directors is serving a term that expires in May 2018.

The Corporate Governance Committee has recommended, and the Board has approved Ms. Docherty and Messrs. Boynton, Clough, Hedgebeth, Henry, Herling, Pertz and Stoeckert each as nominees for election to a one-year term expiring in 2019. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Unless otherwise specified, all proxies will be voted in favor of Ms. Docherty and Messrs. Boynton, Clough, Hedgebeth, Henry, Herling, Pertz and Stoeckert for election as directors of the

Company. The Board has no reason to believe that any of the nominees is not available or will not serve if elected. If any of them should become unavailable to serve as a director, full discretion is reserved to the persons named as proxies to vote for such other persons as may be properly nominated.

Set forth below for each director nominee is information concerning the nominee’s age, principal occupation, employment (including other positions with the Company), directorships during the past five years, and the year in which he or she first became a director of the Company. Also set forth below is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each nominee should serve as a director, in light of the Company’s business and structure.

NOMINEES FOR ELECTION AS DIRECTORS FOR A ONE-YEAR TERM EXPIRING IN 2019


   
PAUL G. BOYNTON Age: 53
Director since: 2010

   
Audit Committee
Finance Committee (Chair)    
Mr. Boynton has served as the Chairman, President and Chief Executive Officer of Rayonier Advanced Materials Inc. (a global producer of high-value cellulose fibers, packaging materials and forest products) since June 2014. Mr. Boynton previously served as President and Chief Executive Officer of Rayonier Inc. from January 2012 through June 2014, Chairman from May 2012 through June 2014, and President and Chief Operating Officer from 2010 to 2011. He currently serves as a director of Rayonier Advanced Materials Inc. Mr. Boynton is also a member of the Board of Governors and its Executive Committee of the National Council for Air and Stream Improvement, a member of the Board of Directors of the National Association of Manufacturers and a member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Jacksonville Branch. During the past five years, Mr. Boynton has also served as a director of Rayonier Inc. Mr. Boynton brings to the Board executive-level experience in the areas of international business operations, strategic business development and planning and finance, developed through his roles at Rayonier Inc. and Rayonier Advanced Materials Inc. He also contributes his significant expertise in risk management, sales and marketing, consumer sales and service and customer relations.

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IAN D. CLOUGH Age: 51
Director Since: 2016

   
Audit Committee
Finance Committee
Mr. Clough has been an independent management consultant since May 2016. He previously served as Managing Director of International Europe for TNT Express N.V. (a Netherlands-based international courier delivery services company) from April 2014 to May 2016 and also served as a Member of the company’s Management Board during that time. Previously, Mr. Clough served as Chief Executive Officer of DHL Express (USA), part of the Deutsche Post DHL Group from 2009 to 2014. Mr. Clough has experience in general management as well as in leading business turnarounds. He also brings to the Board deep transportation and logistics industry insight and knowledge as well as experience in leading international business.

   
SUSAN E. DOCHERTY Age: 55
Director since: 2014

   
Compensation Committee
Finance Committee    
Ms. Docherty has served as the Chief Executive Officer of Canyon Ranch, a company that promotes healthy living and provides luxury spa vacations on land and at sea, since May 2015. Previously, Ms. Docherty was the General Motors Vice President with profit and loss and operating responsibility as President and Managing Director for Chevrolet and Cadillac Europe, General Motors Company (an automobile manufacturing company), having served in this position from December 2011 through September 2013. Ms. Docherty previously served as General Motors Company’s Vice President of International Operations Sales, Marketing and Aftersales from 2010 to 2011 and Vice President U.S. Sales, Service and Marketing from 2009 to 2010. In these roles, Ms. Docherty developed executive-level experience in international business operations, technology, strategic planning, business transformation, regulatory matters and talent management, as well as significant experience in consumer sales and marketing, which benefit the Brink’s Board.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS


   
REGINALD D. HEDGEBETH Age: 50
Director since: 2011

   
Audit Committee (Chair)
Corporate Governance
Committee   
Mr. Hedgebeth has served as the Senior Vice President, General Counsel and Secretary of Marathon Oil Corporation (an independent global exploration and production company), since April 2017. Mr. Hedgebeth previously served as the General Counsel, Corporate Secretary and Chief Ethics & Compliance Officer of Spectra Energy Corp (a natural gas, liquids and crude oil infrastructure company with gathering and processing, transmission, storage and distribution operations throughout North America) from 2009 to March 2017. Mr. Hedgebeth also served as General Counsel for Spectra Energy Partners, LP (a Delaware Master Limited Partnership formed by Spectra Energy Corp to own and operate natural gas, liquids and oil transportation and storage assets) from 2014 to March 2017. From 2005 to 2009, he served as Senior Vice President, General Counsel and Secretary of Circuit City Stores, Inc. which filed for Chapter 11 bankruptcy protection in 2008 and was subsequently liquidated in 2009. Mr. Hedgebeth brings to the Board his extensive experience in legal and compliance matters, including securities, corporate governance, ethics, business development and financing, intellectual property and government regulatory matters. He also contributes executive-level experience in government relations and advocacy, internal controls, strategy, supply chain and procurement, risk management and corporate restructuring developed through his work for Marathon Oil Corporation, Spectra Energy Corp and Circuit City Stores, Inc.

   
DAN R. HENRY Age: 52
Director since: 2017

   
Compensation Committee
Finance Committee    
Mr. Henry has been a private investor and advisor since 2013 and previously served as Chief Executive Officer of NetSpend, a leading provider of prepaid debit cards for personal & commercial use, from 2008 to 2014. Prior to that, he served as president and chief operating officer of Euronet, a global leader in processing secure electronic financial transactions from 1994 to 2006. He was also a co-founder of Euronet and served on its board until January 2008. Mr. Henry currently serves on the Boards of Directors of a number of privately held companies, including Balance Innovations, Rx Savings Solutions, card.com, Clearent, and Align Income Share Funding, in the payments and technology industries. Mr. Henry is a seasoned financial services industry entrepreneur who brings valuable senior leadership, experience and insight to the Board.

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The Brink’s Company


   
MICHAEL J. HERLING Age: 60
Director since: 2009

   
Compensation Committee (Chair)
Corporate Governance Committee
Mr. Herling is a founding partner of Finn Dixon & Herling LLP (a law firm that provides corporate, transactional, securities, investment management, lending, tax, executive compensation and benefits and litigation counsel). He has held that position since 1987. He currently serves as a member of the Board of Directors of the Board of Trustees of Colgate University. During the past five years, he has served as a director of DynaVox Inc. The Board benefits from Mr. Herling’s entrepreneurial experience as a founding partner of Finn Dixon & Herling and his extensive legal experience representing corporate and institutional clients and their boards of directors with a focus on strategic initiatives and complex transactions such as mergers and acquisitions, securities offerings and financings. Through his varied Board experience, Mr. Herling has gained experience and knowledge in corporate governance and compliance, risk oversight, audit, succession planning and executive compensation matters.

   
DOUGLAS A. PERTZ Age: 63
Director since: 2016

   
   
Douglas A. Pertz has served as the President and Chief Executive Officer and a director of The Brink’s Company since June 2016. From April 2013 to May 2016, Mr. Pertz was the President and Chief Executive Officer and a director of Recall Holdings Limited (a global provider of digital and physical information management and security services) and from 2011 to 2013, was a partner with Bolder Capital, LLC (a private equity firm specializing in acquisitions and investments in middle market companies). Prior to 2011, Mr. Pertz also held positions of President, Chief Executive Officer and Chairman of the Board of IMC Global (now Mosaic Company) and Culligan Water Technologies. During the past five years, Mr. Pertz served on the Board of Directors of Recall Holdings Limited. Mr. Pertz brings to the Board significant chief executive officer experience, including leadership of large, multinational companies and expertise in the areas of finance, mergers, acquisitions and divestitures, developed during his tenure at several investment firms and operating companies. His operational expertise in the areas of secure storage, business-to-business services and branch-based, route-based logistics companies are highly valuable to the Brink’s Board.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS


   
GEORGE I. STOECKERT Age: 69
Director Since: 2016

   
Audit Committee
Corporate Governance Committee (Chair)
Finance Committee   
Mr. Stoeckert has been a private investor and advisor since 2011. He served as Interim President and Chief Executive Officer of The Brink's Company from May 2016 to June 2016, and previously served as President of North America and Internet Solutions at Dun & Bradstreet from 2009 to 2011. Prior to that, he held various senior leadership positions at Automatic Data Processing, Inc., including President of Employer Services International and President of the Major Accounts Services Division. Before joining ADP, Mr. Stoeckert served as President of the Insurance Management Services Division at Ryder System, Inc. Mr. Stoeckert currently serves on the Board of Directors of Theragenics, Inc. (a medical device company) and as an advisor to Bridge Growth Partners LLC (a private equity firm). During the past five years, Mr. Stoeckert has also served as a director of Onvia, Inc.. a business intelligence company, and Capital Re Corporation, a financial guarantee company. Mr. Stoeckert has a broad domestic and international business background, including strategic planning, finance, technology and operational expertise, and brings to the Board significant related-industry experience from his leadership roles at ADP and Ryder System, Inc.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE EIGHT
NOMINEES NAMED IN THIS PROXY STATEMENT
FOR ELECTION AS DIRECTORS.



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The Brink’s Company
PROPOSAL NO. 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Company is seeking shareholder approval of an advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement.

The Company maintains a pay for performance compensation philosophy and an executive compensation program that is designed to:

incent and reward executives who contribute to the achievement of the Company’s business objectives and the creation of long-term shareholder value, without encouraging unnecessary and excessive risks;
attract, retain and motivate talented executives to perform at the highest level and contribute significantly to the Company’s success;
align the interests of the named executive officers with those of shareholders through equity-based LTI awards and robust stock ownership guidelines; and
provide an appropriate and balanced mix of short-term and long-term compensation elements.

In deciding how to vote on this proposal, the Board asks that you consider the following key points with respect to our executive compensation program:

We pay for performance. The 2017 compensation awarded to the named executive officers reflects the compensation principles listed above as well as the Company’s results for the year. Annual incentive awards were paid according to the Company’s achievement of non-GAAP operating profit margin and revenue results as well as individual performance. LTI awards consisted of Internal Metric PSU, Total Shareholder Return PSU, Performance Stock Options and RSU awards to ensure continued alignment between executive officer compensation and long-term shareholder value. To further strengthen

shareholder alignment for the Chief Executive Officer role, Mr. Pertz did not receive any RSUs as part of his 2017 LTI award.

The Compensation Committee regularly reviews the Company’s executive compensation program. The Compensation Committee reviews the Company’s executive compensation program to ensure that it is aligned with the competitive market and reflects the compensation principles listed above.
The executive compensation program is designed to align the interests of executives and shareholders. The LTI program is designed to ensure strong alignment with shareholder value through payment in shares of Brink’s Common Stock. The Compensation Committee uses a focused peer group that includes companies in similar industries, with similar characteristics to Brink’s as its reference point, as well as relevant survey data, as needed, for assessing executive officer compensation against the market.
There are no tax gross-ups upon a change in control for executive officers and no excessive perquisites. None of the Company’s executive officers is subject to any agreement or policy that provides excise tax gross-ups upon a change in control. We provide limited perquisites to our executive officers.
The Compensation Committee uses an independent compensation consultant. The Compensation Committee’s consultant reports directly to the Committee and does not perform any work for management. In performing its services, the consultant works closely with management at the Committee’s direction.
We engage with our shareholders. The Company maintains a shareholder outreach program to connect with shareholders

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PROPOSAL NO. 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

throughout the year to gain insight into shareholders’ perspectives on key governance and compensation issues.

The Company may take advantage of tax deductibility for compensation of executives. The Board and shareholders have approved amendments to the annual and LTI programs that are intended to permit the Company, if appropriate and if permitted, to take tax deductions for these payments under Section 162(m) of the Code for 2017 compensation.

You are encouraged to review the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 24 through 56 of this proxy statement, which provide a comprehensive review of the Company’s executive compensation program and its elements, objectives and rationale.

In accordance with Section 14A of the Exchange Act rules, shareholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s shareholders approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2018 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2017 Summary Compensation Table, the other related tables and the accompanying narrative on pages 24 through 56.”

The shareholder vote on this proposal will be non-binding on the Company and the Board and will not be construed as overruling a decision by the Company or the Board. However, the Board and the Compensation Committee value the opinions that shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as they deem appropriate.

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
NON-BINDING RESOLUTION ON NAMED
EXECUTIVE OFFICER COMPENSATION.



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The Brink’s Company
COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary



2018 CD&A

This Compensation Discussion and Analysis (“CD&A”) and the executive compensation tables that follow describe the compensation of the Company’s named executive officers:

Douglas A. Pertz, President, Chief Executive Officer and President, North America
Michael F. Beech, Executive Vice President and President, Brazil, Mexico and Security
Ronald J. Domanico, Executive Vice President and Chief Financial Officer
McAlister C. Marshall, II, Senior Vice President, General Counsel and Chief Administrative Officer
Amit Zukerman, Executive Vice President and President, Global Operations and Brink’s Global Services

Information about named executive officers’ salaries and any changes in 2017 can be found under “Base Salary” on page 30. Information about annual incentive targets and awards appears under “Annual Cash Incentives Awards – EIP and BIP” beginning on page 30. Information about LTI targets and awards appears under “Long - Term Incentive Compensation” beginning on page 34.

2017 in Review

Brink’s reported strong 2017 earnings that reflect growth in each of our geographic segments. Stock price appreciation in 2017 was approximately 90%. Following are key financial performance metrics that are monitored by management and the Board, reported to shareholders, and used in determining compensation amounts for the named executive officers.


* These non-GAAP financial measures are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). See pages 35-37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a reconciliation of non-GAAP operating profit margin rate, revenue and operating profit to the most directly comparable GAAP financial measure.

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COMPENSATION DISCUSSION AND ANALYSIS

2017 Annual and Long-Term Incentive Payouts

Compensation payout determinations in 2017 for the named executive officers reflect the Company’s performance against specific financial goals. The named executive officers received 2017 annual incentive payouts under the Executive Incentive Plan (“EIP”) at a range of 160% - 200% of their respective targets. These payouts reflect Company performance results that were above the target non-GAAP operating profit margin rate of 7.8% and below the target non-GAAP revenue of $3.0 billion established under the Company’s Brink’s Incentive Plan, as well as performance in the countries within each executive’s area of responsibility (where applicable) and individual performance factors. See the description of 2017 annual incentive payouts beginning on page 32.

Payouts for MSUs for the 2015 – 2017 performance period reflect stock price appreciation of 244% and resulted in payment of 150% of the target MSUs awarded in 2015. The number of MSUs earned was calculated by multiplying the target award by the ratio of the price of Brink’s Common Stock at the end of the performance period divided by the price of Brink’s Common Stock at the beginning of the performance period, subject to a maximum payout of 150% of the target award. Payouts for PSUs for the 2015 – 2017 performance period reflect performance that exceeded the target and maximum non-GAAP operating profit goals established by the Compensation Committee and resulted in payment to each named executive officer of 200% of his target PSUs awarded in 2015, with an additional 25% multiplier applied to the payout, based on exceeding the 75th percentile for TSR vs. the Russell 2000 companies during the performance period. See page 34 for a description of LTI payouts.

2017 Compensation for Chief Executive Officer, Douglas A. Pertz

The primary components of compensation for the Chief Executive Officer consist of base salary, annual incentive, and long-term incentive.

For 2017, the Compensation Committee approved a $25,000 increase in Mr. Pertz’s base salary. The Compensation Committee established an annual incentive target of 125% of Mr. Pertz’s base salary. Mr. Pertz received an annual incentive payout of $2,251,500 in March 2018, which represented approximately 190% of the target in light of Brink’s performance against the pre-established performance goals and Mr. Pertz’s individual performance. In February 2017, the Compensation Committee approved an LTI award in the amount of $4,453,125 for Mr. Pertz, which was made up entirely of performance-based equity awards, a majority of which are performance stock options that are subject to a performance vesting requirement that the stock price appreciate 25% and a three year time vesting requirement. In setting Mr. Pertz’s 2017 LTI, the Compensation Committee considered relevant market data as well as performance since being appointed Chief Executive Officer in June 2016.

Say on Pay Results and Shareholder Engagement

At the 2017 annual meeting, over 85% of votes cast on the “say on pay” proposal approved the compensation awarded to named executive officers.

The Compensation Committee and the Board take into account the results of the “say on pay” vote as they consider the design of the executive compensation program and policies. There were no changes made to the Company’s executive compensation program in direct response to the 2017 “say on pay” voting results. Management continues to engage in outreach to the Company’s shareholders to discuss governance and compensation policies and practices and emerging issues.

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Executive Compensation Program Components for 2017



Primary Components

Named executive officer compensation awarded in 2017 consisted of the following primary components.

Compensation Element
How Payout Determined
Performance Measures
Purpose
Salary
– fixed
– paid in cash
Compensation Committee judgment, informed by evaluation of market data
N/A
Provides compensation at a level consistent with competitive practices
Reflects role, responsibilities, skills, experience and performance
Annual Incentive
– variable
– paid in cash
Compensation Committee review of performance against pre-established goals and individual performance, with discretion to reduce annual incentive payout amounts
Non-GAAP Operating Profit
Margin
Motivates and rewards executives for achievement of annual goals
Non-GAAP Revenue
Aligns management and shareholder interests by linking pay and performance
Long-Term
Incentive: PSUs
– variable
– paid in stock
Formulaic, with Compensation Committee review of performance against pre-established goals
Non-GAAP Operating Profit
Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value
Relative TSR
Stock price performance
 
 
Enhances retention of key executives who drive sustained performance
Long-Term
Incentive: Performance Stock Options
– variable
– paid in stock
Options vest only if pre-established stock price appreciation targets are met
Stock price appreciation
Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value
Enhances retention of key executives who drive sustained performance
Aligns management and shareholder interests by facilitating management ownership and tying compensation to stock price appreciation over a sustained period
Long-Term
Incentive: RSUs
– variable
– paid in stock
Value of units depends on stock price at time of vesting
Stock price performance
Motivates and rewards executives for achievement of long-term goals intended to increase shareholder value
Enhances retention of key executives who drive sustained performance
Aligns management and shareholder interests by facilitating management ownership and tying compensation to stock price performance over a sustained period

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Secondary Components

Named executive officers may also receive compensation in the form of one or more of the following components:

Compensation Element
Who Receives It
Components of Compensation
Purpose
Benefits
All Named Executive Officers

   
   

   
   
   
   
   
   

   

   
   
   
   
Deferred compensation plan
participation for U.S. named
executive officers
Company matching
contributions on amounts
deferred (up to 10% of salary
and 10% of any annual
incentive payout), the value of
which is tied directly to the
Company’s stock price
Defined benefit pension
benefits (frozen in the U.S.)
Executive salary continuation,
long-term disability plan, and
business accident insurance
participation for U.S. named
executive officers
Welfare plans and other
arrangements that are
available on a broad basis to
U.S. employees and
Switzerland employees, as
applicable

   
   

   
   
   
   
   
   
Provides for current and future
needs of the executives and
their families
Aligns management and
shareholder interests by
encouraging management
ownership of Company stock
through participation in the
deferred compensation
program
Enhances recruitment and retention
Perquisites
All Named Executive Officers

   

   

   
Limited personal travel,
entertainment and gifts
Executive physical
examinations
Relocation benefits
Tax Preparation (available only
to Mr. Zukerman)
Temporary housing

   
Provides for safety and security of executives
Enhances recruitment and
retention
Severance Pay Plan
All Named Executive Officers
Contingent amounts payable only if employment is terminated without cause, other than by reason of incapacity, or is terminated by the executive with good reason (as defined in the plan)
Reflects current market practice and enhances retention
Change in Control Severance Benefits
All Named Executive Officers
Contingent amounts payable only if employment is terminated following a change in control
Encourages the objective evaluation and execution of potential changes to the Company’s strategy and structure

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Process for Setting Executive Compensation



Compensation Committee Review Process. The Compensation Committee sets each component of compensation for the Company’s named executive officers (with the exception of the annual incentive target for the Chief Executive Officer, which is approved by the independent members of the Board). At least annually, the Compensation Committee undertakes a comprehensive review of competitive market data and information regarding the value of target compensation levels provided to the Company’s Chief Executive Officer and other senior

executives, including base salary, target annual incentive and LTI awards.

The Compensation Committee reviews the Chief Executive Officer’s evaluation of the performance of the other named executive officers, as well as his recommendations related to their compensation, when considering named executive officer target compensation and payout determinations. When the Compensation Committee considers base salary adjustments and sets annual and LTI targets, it takes the following factors into account:

Compensation Action
Factors Considered in Determining Target Awards
Base Salary Adjustments
Competitive market information
Retention
Executive’s performance in his or her role
Annual Incentive Targets
Criticality of role
Competitive market information
LTI Targets
Competitive market information
Executive’s potential future contributions to the Company

With respect to the Chief Executive Officer, the Compensation Committee reviews performance relative to annual objectives and competitive market data in order to make base salary and target LTI determinations and to make recommendations to the Board regarding annual incentive payments. The Compensation Committee is supported in its work by the Company’s Human Resources Department and an independent executive compensation consultant as described below.

Role of the Compensation Consultant. The Compensation Committee receives data, analysis and support from Frederic W. Cook & Co., Inc. (“FW Cook”), which serves as the Compensation Committee’s and the Corporate Governance Committee’s independent compensation consultant.

In 2017, FW Cook provided the following services to the Compensation Committee:

Reviewed the materials prepared for the Compensation Committee by management relative to 2017 compensation for the named executive officers;
Advised the Compensation Committee on executive compensation trends;
Presented market data and analysis for the Compensation Committee to set target compensation for named executive officers;
Reviewed and advised the Compensation Committee on the peer group used for 2017 executive compensation; and
Reviewed the Company’s proxy statement disclosure, including the CD&A and executive compensation tables.

Role of Chief Executive Officer. The Chief Executive Officer annually reviews each named executive officer’s target compensation (other than his own) and recommends changes to elements of a named executive officer’s target total compensation, as necessary, based on the factors identified under “Process for Setting Executive Compensation” above. The Chief Executive Officer makes recommendations regarding payouts for annual incentives and LTI in accordance with the terms of the awards. The Compensation Committee considers the Chief Executive Officer’s recommendations in making its own determinations regarding compensation awarded to the named executive officers.

The Chief Executive Officer does not play any role in determining his own compensation.

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Compensation Consultant Conflicts of Interest. In retaining FW Cook, the Compensation Committee considered the six factors set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. In addition, after review of information provided by each of the members of the Compensation Committee as

well as information provided by FW Cook and members of the FW Cook team, the Compensation Committee determined that there are no conflicts of interest raised by the firm’s work with the Compensation Committee.

Factors Considered in Making Compensation Decisions



In determining target and actual compensation for the named executive officers in 2017, the Compensation Committee considered the following key factors.

Performance. The executive compensation program provides the named executive officers with opportunities to receive actual compensation that is greater or less than targeted compensation, depending upon the Company’s financial performance and their individual performance.

Market Competitiveness. For the named executive officers, the Compensation Committee generally aims to set base salary, target annual incentive and target LTI compensation (in the aggregate) at approximately the market median relative to comparable positions within a relevant

comparison group of companies (the “Peer Group”), Brink’s uses the market median as a reference to ensure pay practices are competitive overall and sets named executive officers’ individual total target compensation between the 25th and 75th percentile of Peer Group compensation, depending on the criticality of the role, individual performance and long-term potential to create value for shareholders.

The Company’s peer group is designed to include companies of comparable size, companies with similar business characteristics (including revenue and market capitalization) and companies with which Brink’s competes for talent and investor capital. Below is the list of companies included in the Peer Group for 2017 compensation.

2017 Peer Group Companies
 
 
ABM Industries Incorporated
The GEO Group, Inc.
Ryder System, Inc.
Blackhawk Network
Hub Group, Inc.
Stericycle
Celestica, Inc.
Iron Mountain Incorporated
Transforce
Cintas Corporation
ManTech International Corporation
Unisys Corporation
Diebold, Incorporated
Moneygram International
United Rentals, Inc.
DST Systems
Pitney Bowes, Inc.
 

The Compensation Committee periodically reviews market information, including Peer Group compensation data, survey data and other reports on executive compensation practices in making its compensation decisions for named executive officers. Peer Group data is used as the primary reference point for all named executive officers. The Committee uses survey data as its secondary reference point for the Chief Executive Officer and Chief Financial Officer roles and for Mr. Zukerman’s role. Based on its analysis and the compensation levels set for the Company’s named executive officers in 2017, FW Cook has concluded that the Company’s overall current total target direct compensation (including base salary and target annual and LTI compensation)

was between the 25th and 75th percentile of the Peer Group for each of the named executive officers.

Mix of Cash and Stock-Based Compensation and Current, Short-Term and Long-Term Awards. The Compensation Committee considers the competitive market, compensation mix and pay for performance philosophy when setting various components of compensation. The Compensation Committee determined that current and short-term compensation (base salary and annual incentives) should be composed of cash, but that LTI compensation should be composed of stock-based awards that reward the achievement of Company results and increases in Company value over the long-term, and align named executive officers’ interests with the economic interests of shareholders.

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In 2017, performance-based compensation (which includes annual incentives, Internal Metric PSUs, Relative TSR PSUs, and Performance Stock Options) represented approximately 86% of total target

compensation for the Chief Executive Officer and approximately 59% of total target compensation (on average) for the Company’s other named executive officers, as illustrated below


2017 Compensation Decisions by Component



Base Salary

The Compensation Committee’s decisions on base salary levels for the named executive officers are primarily influenced by its review of competitive market information for comparable positions. These decisions are also influenced by the Company’s talent philosophy, which includes differential investment in talent based on the executive’s performance of his or her duties, criticality of the executive’s role to the execution of corporate strategy, and the executive’s potential to impact future business results. For the named executive officers other than the Chief

Executive Officer, the Compensation Committee also considers the Chief Executive Officer’s recommended salary adjustments based on position relative to the competitive market information.

In 2017, there were no adjustments to base salaries for any of the named executive officers, other than for Mr. Pertz, who received a $25,000 increase in his base salary. Following are the base salaries for each of the named executive officers as of December 31, 2017 (actual salary amounts for 2017 appear in the Summary Compensation Table on page 43):

Named Executive Officer
Annual Salary at
December 31, 2016
Annual Salary at
December 31, 2017
% Change
Mr. Pertz
$
925,000
 
$
950,000
 
 
2.7
%
Mr. Beech
 
480,000
 
 
480,000
 
 
0
%
Mr. Domanico
 
575,000
 
 
575,000
 
 
0
%
Mr. Marshall
 
463,100
 
 
463,100
 
 
0
%
Mr. Zukerman
 
600,000
 
 
600,000
 
 
0
%

Annual Cash Incentive Awards - EIP and BIP

General

The Company’s annual cash incentive program for named executive officers provides incentive compensation that is variable, contingent and directly linked to Company and country or business unit performance. Annual incentive awards for executive officers are paid under the EIP, which works in

conjunction with the metrics and goals of the Brink’s Incentive Plan (“BIP”), which governs annual incentives for other executives and employees.

The EIP was approved by shareholders in 2017 and is designed to ensure that annual incentive compensation paid to executive officers is tied directly to the achievement of Company operating profit and is intended to qualify as performance-based compensation under Section 162(m) and be deductible by the Company, as permitted under

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applicable law. Under the EIP, the maximum award to be paid to the CEO is 1.5% of non-GAAP operating profit and the maximum award to be paid to any other named executive officer is 0.75% of non-GAAP operating profit. However, the Compensation Committee retains negative discretion to reduce the award below these maximum amounts payable. Using this negative discrection, the Committee may reduce the payout to an amount determined in accordance with the executive’s annual incentive target and the Company’s performance against the performance targets established under the BIP, as described below, and may take into consideration the performance of a named executive officer’s business unit or function and the executive’s individual performance. The Compensation Committee does not have discretion to increase the size of annual incentive awards under the EIP.

The Compensation Committee sets annual incentive performance metrics and goal(s) under the BIP in February of the performance year. In doing so, the Compensation Committee selects one or more metrics that it believes are aligned with the Company’s financial and strategic goals for the year and selects a target level of performance for each metric that the Compensation Committee believes represents a rigorous goal.

The Compensation Committee generally considers and approves actual annual incentive payments for the prior fiscal year in February. At the same time, in accordance with Section 162(m) and pursuant to the terms of the EIP, the Compensation Committee certifies the amount of non-GAAP operating profit for the plan year and certifies that the awards to be paid to the named executive officers do not exceed the maximum awards permitted under the EIP.

For 2017, the Compensation Committee used its negative discretion under the EIP to reduce the annual incentive payouts to named executive officers to a level consistent with the Company’s performance against the pre-established BIP performance goals and each executive’s individual performance. The Compensation Committee approves annual incentive payments to all EIP participants with the exception of the Chief Executive Officer. The Board approves any annual incentive payments to the Chief Executive Officer upon the recommendation of the Compensation Committee. In determining annual incentive payouts, the Compensation Committee and the Board consider Company financial results, the performance of the Chief Executive Officer and the other named executive officers and the recommendations of the Chief Executive Officer (with respect to the other named executive officers.)

2017 Annual Incentive Goal Setting

The Compensation Committee approved two performance metrics for 2017 annual incentives under the BIP: non-GAAP operating profit margin rate (75% weighting) and non-GAAP revenue (25% weighting) in order to ensure focus on improving profitability while at the same time growing the Company’s business. The Compensation Committee believes that these goals represent rigorous objectives for our named executive officers and align with shareholder interests. The named executive officers’ 2017 annual incentive awards are tied to the achievement of the non-GAAP operating profit margin rate and revenue goals as set forth below.


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Each year, in connection with the approval of the annual incentive performance goals, the Compensation Committee also approves specific adjustments that the Compensation Committee may make at the end of the year to the performance results against the goal. In 2017, the Compensation Committee determined that, when considering performance against the 2017 non-GAAP operating profit margin performance goal, it would adjust the operating profit margin rate results to absorb 50% of any positive or negative foreign exchange translation impact versus the foreign exchange rates used in the Company’s 2017 business plan for any highly inflationary jurisdictions. This adjustment is designed to balance assessments of management’s performance with shareholder experience.

The Compensation Committee applies straight-line interpolation for determining award payouts when performance results fall between the goals above. For

example, achievement of 8.1% non-GAAP operating profit margin rate would equate to a payout factor of 160% for that performance metric.

2017 Annual Incentive Target Award Opportunities

In February 2017, the Compensation Committee established 2017 annual incentive targets for the named executive officers. The annual incentive target is expressed as a percentage of annual base salary and is designed to be indicative of the incentive payment that each named executive officer would expect to receive on the basis of strong performance by the Company against the performance goals for the BIP. Annual incentive targets for 2017 were approved for each of the named executive officers by the Compensation Committee as set forth below. Incentive payments cannot exceed 200% of each named executive officer’s annual incentive target.

Named Executive Officer
Annualized
2016 Annual
Incentive Target
Target as a % of
2016 Salary
Annualized
2017 Annual
Incentive Target
Target as a %
of 2017 Salary
Mr. Pertz
$
1,156,250
 
125%
$
1,187,500
 
125%
Mr. Beech
 
312,000
 
  65%
 
312,000
 
  65%
Mr. Domanico
 
460,000
 
  80%
 
460,000
 
  80%
Mr. Marshall
 
301,015
 
  65%
 
301,015
 
  65%
Mr. Zukerman
 
540,000
 
  90%
 
540,000
 
  90%

2017 Annual Incentive Payouts

In February 2018, the Compensation Committee (and the independent members of the Board for Mr. Pertz) approved 2017 annual incentive payouts for the named executive officers. To determine the actual annual incentive payments for the named executive officers, the Compensation Committee (and the independent members of the Board) considered the Company’s non-GAAP operating profit margin rate

and non-GAAP revenue against the goals set by the Compensation Committee in February 2017 as well as each executive’s individual performance. For Messrs. Beech and Zukerman, the Compensation Committee also considered the performance of the operating companies within each executive’s scope of responsibility, which is referred to as Combined Operating Performance.

Annual Incentive Payout Calculation for Messrs. Pertz, Domanico and Marshall


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Annual Incentive Payout Calculation for Mr. Beech and Mr. Zukerman


The Company Performance Factor was determined by the Compensation Committee to be 158% which reflects the Company’s non-GAAP operating profit margin rate results of 8.2% versus the 2017 performance goal of 7.8% and the non-GAAP revenue results of $2.98 billion versus the performance goal of $3.0 billion. In approving the non-GAAP operating profit margin rate results used to determine annual incentive funding and the Company Performance Factor, the Compensation Committee considered the Company’s reported 2017 non-GAAP operating profit margin rate of 8.8%, which was then adjusted downward to remove the impact of certain foreign exchange translation, pension accounting adjustments, amortization expenses excluded from the Company’s non-GAAP operating profit results, and the impact of acquisitions during the year. In approving the non-GAAP revenue results, the Compensation Committee considered the Company’s reported 2017 non-GAAP revenue of $3,193 million, which was then adjusted downward to remove the impact of certain foreign exchange translation and the impact of acquisitions during the year. Non-GAAP operating profit and non-GAAP revenue are reconciled to the most directly comparable GAAP measures on page 36 of the Company’s 2017 Annual Report on Form 10-K.

In addition to the strong Company performance that resulted in a Company Performance Factor of 158%, the Compensation Committee also considered Mr. Pertz’s recommendations regarding individual performance of each of the named executive officers and determined an annual incentive payout that reflected both the Company and Individual factors. For Mr. Domanico, the Committee approved an annual incentive at 177% of target and considered Mr. Domanico’s leadership of the Company’s successful debt refinancing and overall leadership of

the Company’s strong financial performance. For Mr. Beech, the Committee approved an annual incentive at 200% of target and considered the strong 2017 results for the Company’s Mexico and Brazil operations and Mr. Beech’s leadership with respect to these operations and the Company’s global security efforts. For Mr. Zukerman, the Committee approved an annual incentive at 160% of target and considered the solid performance of the BGS business and the Rest of World segment for 2017 as well as the very strong 2017 operating results for the Company’s South America segment. For Mr. Marshall, the Committee approved an annual incentive at 168% of target and considered Mr. Marshall’s effective leadership of the Human Resources and Legal organizations, including redesign of the incentive program, significant savings in the Frozen Pension Plan, enhancements to the Company’s compliance program and facilitation of key acquisitions.

Mr. Pertz’s annual incentive award was approved by the Board at 190% of target, reflecting the Company’s overall operating performance as well as Mr. Petz’s individual achievements in 2017, particularly with respect to: the Company’s performance against 2017 financial goals; development and execution of the Company’s strategy, including with respect to accretive acquisitions and alignment of the executive team; his leadership of the North America segment, including his selection of a new President of the Company’s U.S. operations; and his focused efforts on and progress with respect to succession planning, including strengthening and development within the Company’s leadership.

The following table sets forth the actual annual incentive payments for 2017. Annual incentive payments are also shown in the Summary Compensation Table on page 43.

Name
2017 Actual
Annual Incentive
Payment
2017 Target
Annual Incentive
Payment
2017 Actual Payment
as a Percentage of
Target
Mr. Pertz
$
2,251,500
 
$
1,187,500
 
190%
Mr. Beech
 
624,000
 
 
312,000
 
200%
Mr. Domanico
 
814,016
 
 
460,000
 
177%
Mr. Marshall
 
504,140
 
 
301,015
 
168%
Mr. Zukerman
 
861,462
 
 
540,000
 
160%

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Long-Term Incentive Compensation

General

The Company provides LTI compensation to ensure that a significant portion of named executive officer compensation is tied to the Company’s long-term results and increases in shareholder value. In 2017, the Compensation Committee approved LTI awards to named executive officers that included Internal Metric PSUs, Relative TSR PSUs, Performance Stock Options and, for all executives other than the Chief Executive Officer, RSUs.

Internal Metric PSUs. The performance period for the Internal Metric PSUs is generally three years,

beginning on January 1 of the first year of the performance period and ending on December 31 of the third year of the performance period. Named executive officers benefit from Internal Metric PSUs only to the extent Brink’s achieves performance goals determined by the Compensation Committee at the beginning of the performance period. After the conclusion of the performance period, Internal Metric PSU payouts will be in shares of Brink’s Common Stock and will range from 0 to 200% of the target award. The number of shares ultimately paid will depend on performance against the goals established by the Compensation Committee.


Relative TSR PSUs. The performance period for the Relative TSR PSUs is generally three years, beginning on January 1 of the first year of the performance period and ending on December 31 of the third year of the performance period. Named executive officers benefit from Relative TSR PSUs only to the extent Brink’s achieves performance goals determined by the

Compensation Committee at the beginning of the performance period. After the conclusion of the performance period, Relative TSR PSU payouts will be in shares of Brink’s Common Stock and will range from 0 to 150% of the target award. The number of shares ultimately paid will depend on performance against the goals established by the Compensation Committee.


RSUs. Each RSU is the economic equivalent of one share of Brink’s Common Stock and is settled in shares of Brink’s Common Stock. RSUs retain value even if the price of Brink’s Common Stock decreases below the price on the date of grant as long as the named executive officer satisfies the vesting requirements.

Performance Stock Options. Each performance stock option represents an opportunity to purchase a share of the Company’s common stock at the fair market value as of the grant date, subject to time-based and performance-based vesting conditions.

2017 Long-Term Incentive Target Award Opportunities

The Compensation Committee approved annual LTI awards in February 2017. For each of the named executive officers other than the Chief Executive Officer, 2017 LTI awards included equity awards under the 2013 Equity Incentive Plan composed of Internal Metric PSUs (25% of the award), Relative TSR PSUs (25% of the award), RSUs (25% of the award), and Performance Stock Options (25% of the award). In establishing LTI compensation targets for each named executive officer for 2017, the Compensation Committee primarily considered competitive market information, in the context of the overall LTI compensation philosophy, which takes into account the executive’s skills and experience and potential

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future contributions to the Company. The Compensation Committee approves LTI awards based on a target dollar value that is then converted into a number of Relative TSR PSUs, Internal Metric PSUs, RSUs, and Performance Stock Options, based on the grant date fair value of each award type. The Committee believes this approach is aligned with the market-based LTI grant value determination for each position.

In 2017, the Compensation Committee approved an increase in Mr. Pertz’s annual LTI to better align his LTI opportunity with the market and in light of the Company’s success following Mr. Pertz’s appointment as CEO and his potential future contributions to the Company. The Committe also changed the mix of equity vehicles in Mr. Pertz’s LTI award to eliminate RSUs and to increase the proportion of Performance Stock Options, thereby substantially increasing the

proportion of his performance-based, at-risk compensation. As a result, for 2017, Mr. Pertz’s LTI was composed of Internal Metric PSUs (21% of the award) Relative TSR PSUs (21% of the award), and Performance Stock Options (58% of the award).

The Compensation Committee also approved an increase in Mr. Zukerman’s 2017 LTI pursuant to the terms of an offer letter dated as of July 2016, related to the increase in the scope of his role. In connection with the approved increase in LTI, the Compensation Committee also approved a reduction in the amount of annual cash compensation paid to Mr. Zukerman to eliminate the expatriate allowance of $650,000 that had been paid in prior years.

The following table sets forth the aggregate amount of LTI award opportunities approved by the Compensation Committee for 2017, for each of the named executive officers. The equity awards appear in the Grants of Plan-Based Awards Table on page 46.

Name
Annualized 2016 Long-Term
Incentive Compensation(1)
Total 2017 Long-Term
Incentive Compensation(2)
% Change
(from annualized
2016 LTI amounts)
Mr. Pertz
$
3,750,000
 
$
4,453,125
 
 
18.8
%
Mr. Beech
 
550,000
 
 
550,000
 
 
0
%
Mr. Domanico
 
1,100,000
 
 
1,100,000
 
 
0
%
Mr. Marshall
 
558,000
 
 
650,000
 
 
16.5
%
Mr. Zukerman
 
400,000
 
 
1,250,000
 
 
212.5
%
(1) 2016 Long-Term Incentive Compensation amounts for Messrs. Pertz, Domanico and Zukerman do not include any sign-on or promotion equity awards.
(2) The value of equity awards included in total LTI compensation is calculated using assumptions for financial reporting purposes; therefore the target amounts in the table above differ from the amount reported in the Summary Compensation and Grants of Plan Based Awards Tables. See Note 17 to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017. See also footnotes 3 and 4 to the Summary Compensation Table on page 43.

Equity Awards under the 2013 Equity Incentive Plan

Internal Metric PSU Awards. In 2017, Internal Metric PSUs represented 21% of the LTI award for the CEO and 25% of each named executive officer’s LTI award. In February 2017, the Compensation Committee established non-GAAP operating profit as the performance metric for the Internal Metric PSUs awarded in 2017 to ensure continued focus on profitability by participants in the LTI program. The Internal Metric PSUs awarded in 2017 are subject to a three-year performance period that began on January 1, 2017 and will end on December 31, 2019.

The Compensation Committee established threshold, target and maximum levels of non-GAAP operating profit performance for the Internal Metric PSUs, which correspond to payouts in shares of Brink’s Common Stock at a rate of 0% to 200% of target as noted below.

At the time the Compensation Committee established the target levels of performance, it believed that achievement of the threshold performance level was attainable, but not certain, that target performance would be difficult to achieve, and that the maximum level of performance was possible, but not likely to be achieved.

Non-GAAP Operating Profit
Performance Levels
Performance Shares Earned
as a Percent of Target
Threshold Performance
  50%
Target Performance
100%
Maximum Performance
200%

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Relative TSR PSU Awards. In 2017, Relative TSR PSUs represented 21% of the LTI award for the CEO and 25% of each named executive officer's LTI award. In February 2017, the Compensation Committee established that the Company's Relative TSR will be determined by the percentile rank of the Company's TSR for the performance period as compared to the TSR for the performance period for companies in the S&P Small Cap 600 with foreign revenues that exceed

50% of total revenues. The Relative TSR PSUs awarded in 2017 are subject to a three-year performance period that began on January 1, 2017 and will end on December 31, 2019.

The Compensation Committee established threshold, target and maximum levels of TSR performance, which correspond to payouts in shares of Brink’s Common Stock at a rate of 0% to 150% as noted below.

Relative TSR
Performance Levels
Performance Shares Earned
as a Percent of Target
Threshold Performance
  25%
Target Performance
100%
Maximum Performance
150%

At the time the Compensation Committee established the target levels of performance, it believed that achievement of the threshold performance level was attainable, but not certain, that target performance would be difficult to achieve, and that the maximum level of performance was possible, but not likely to be achieved.

RSU Awards. In 2017, RSUs represented 25% of the LTI award for each named executive officer other than the Chief Executive Officer. RSUs awarded as part of the named executive officers’ 2017 long-term incentive awards will vest in three equal annual installments beginning on the first anniversary of the grant date.

Performance Stock Options. In 2017, Performance Stock Options represented 58% of the LTI award for the CEO and 25% of each named executive officer’s LTI award. Performance Stock Options awarded as part of the named executive officers’ 2017 long-term incentive awards will vest on the third anniversary of the grant date if the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 125% of the closing price on the grant date. The stock price appreciation condition was met during 2017.

2017 Long Term Incentive Payouts

In 2018, the Compensation Committee certified the level of payouts for the Market Share Units (“MSUs”) and PSUs that were awarded in 2015. The long-term incentive awards to the named executive officers serving since 2015 were comprised of MSUs (50%) and PSUs (50%). The MSU payouts were determined by Brink’s common stock price performance over the

three year period, resulting in a payout at a level of 150%, which reflected stock price appreciation from $23.19 per share at the beginning of the performance period compared to $79.85 per share at the end of the performance period. Individual payouts to each of the named executive officers appear in the Realized Pay Table on page 45.

The PSU payouts for the 2015 – 2017 performance period were determined by the Company’s performance against threshold, target and maximum levels of non-GAAP operating profit set by the Compensation Committee in February 2015. In February 2018, the Compensation Committee considered the Company’s performance against the goals. Under the goal of $650 million non-GAAP operating profit, the Compensation Committee considered performance that exceeded the maximum performance level, which would result in a payout of 200% of target shares.

The cumulative non-GAAP operating profit performance result of $787 million reflects adjustments (in accordance with the terms of the 2013 Equity Incentive Plan) for the impact of foreign exchange, acquisitions and divestitures, changes in pension accounting, exclusion of amortization expenses and the removal of Venezuela operations from the Company’s non-GAAP results beginning in 2016, due to the continued inability to repatriate cash to redeploy to other operations or dividend to shareholders, highly inflationary environment, fixed exchange rate policy, continued currency devaluations and difficulty raising prices and controlling costs (as described in the Company’s annual report on Form 10-K). These adjustments were designed to ensure that participants are neither helped nor hurt by

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changes in foreign exchange rates, the impact or timing of acquisitions or divestitures, changes in how we measure non-GAAP results or the removal of certain operations from non-GAAP results. The terms of the PSU awards included a relative TSR multiplier that would increase or decrease the payout by 25% for top or bottom quartile performance, respectively. Because Brink’s TSR rank, as compared to the S&P

500 index, was in the 99th percentile, the 25% multiplier was applied to the payout of PSU awards.

The Compensation Committee approved 2015-2017 PSU payouts at a level of 250%. The following table shows the Company’s strong performance against the performance goal, as well as the strong TSR results, resulting in the 250% payout.


* Reflects pre-approved adjustments, as described beginning on page 36.


Tax Deductibility

Prior to the adoption of the Tax Cuts and Jobs Act of 2017 on December 22, 2017 (“Tax Reform”), under Section 162(m) of the Code, compensation in excess of $1,000,000 paid in any one year to a publicly-held corporation’s covered employees who are employed by the corporation at year-end would not be deductible for federal income tax purposes unless the compensation was considered “qualified performance-based compensation” (or another exemption is met). Covered employees included the

Chief Executive Officer and the three other most highly-compensated executive officers as of the last day of the taxable year other than the Chief Executive Officer or Chief Financial Officer.

As a result of Tax Reform, the exception for qualified performance-based compensation was eliminated effective for tax years beginning on or after January 1, 2018. However, performance-based compensation arrangements pursuant to written binding contracts in effect as of November 2, 2017 may continue to be treated as performance-based compensation and

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deductible so long as the arrangements are not modified in any material respect (“162(m) Transition Relief”). We believe that PSU and MSU payouts for the 2015-2017, 2016-2018 and 2017-2019 performance periods that are subject to award agreements entered into prior to November 2, 2017 and not subsequently materially modified, will continue to be deductible under the 162(m) Transition Relief.

There can be no guarantee, however, that amounts potentially subject to the Section 162(m) limitations will be treated by the Internal Revenue Service as qualified performance-based compensation under Section 162(m) or that such amounts will be treated as qualifying for 162(m) Transition Relief and deductible by the Company. As described above, a number of requirements must be met under Section 162(m) of the Code in order for particular compensation to qualify for the exception and the rules and regulations are subject to change from time to time. There can be no assurance that amounts intended to constitute “qualified performance-based” compensation, including amounts payable under EIP or the Company’s LTI program, will be fully deductible under all circumstances. In addition, the Company reserves the flexibility to award non-deductible compensation in circumstances where the Company believes, in its good faith business judgment, that such an award is in its best interest in attracting or retaining capable management.

Equity Grant Practices

The Company does not strategically time LTI awards in coordination with the release of material non-public information and has never had a practice of doing so. It is Company policy not to engage in backdating options. In addition, the Company has never timed and does not plan to time the release of material

non-public information for the purpose of affecting the value of executive compensation. The accounting for PSU, MSU, RSU and Option awards granted by the Company is compliant with accounting principles generally accepted in the United States and is disclosed in the Company’s annual and quarterly financial reports filed with the SEC. The determination of grant date fair value for RSUs, PSUs, MSUs and Options is described on page 43.

“Double Trigger” Acceleration of Vesting Following Change in Control

The Compensation Committee has approved terms and conditions for the executive officers’ PSU awards that provide for double trigger vesting of awards upon a change in control—which means that the vesting of these awards will accelerate only upon certain terminations of employment following a change in control. For Internal Metric PSUs awarded in 2017, a change in control within the first twelve months of the performance period will result in conversion of the awards to time-based RSUs at target level that vest at the end of the performance period. The RSUs resulting from the conversion of PSUs will be subject to a double trigger for accelerated vesting. If a change in control occurs after the first twelve months of the performance period, the Compensation Committee will assess performance against the pre-established goals (adjusted for the reduced duration of the performance period) and the PSUs will be converted to time based RSUs that vest at the end of the performance period for that number of shares of Brink’s Common Stock that is equal to the number of PSUs that would have become payable based on the goals (as adjusted) achieved through the date of the change in control. The RSUs resulting from the conversion of PSUs will be subject to a double trigger for accelerated vesting.

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For Relative TSR PSUs awarded in 2017, a change in control within the first twelve months of the performance period will result in conversion of the awards to time-based RSUs that vest at the end of the performance period for that number of shares of Brink’s Common stock that is equal to the number of

PSUs that would have become payable based on the goals achieved through the date of the change in control. The RSUs resulting from the conversion of PSUs will be subject to a double trigger for accelerated vesting.

Benefits



General. The types and amounts of benefits provided to the named executive officers 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 the Company’s employees and their families. The Company’s primary benefits for the named executive officers include participation in the plans and arrangements listed below.

Deferred Compensation. The Company maintains a non-qualified deferred compensation program, the Key Employees’ Deferred Compensation Program, for certain of its most highly compensated U.S. – based employees, including all of the named executive officers based in the U.S. Under the deferred compensation program, named executive officers may defer a portion of their compensation, which is invested in mutual funds or converted to units that track Brink’s Common Stock, according to the executive’s instructions at the time of enrollment. Matching contributions by the Company are made in the form of units of Brink’s Common Stock, which are subject to a five-year vesting period from the date of original participation in the program. As a result, participation in the deferred compensation program enhances the alignment of the interests of the named executive officers with the Company’s shareholders by providing the Company’s executive officers with a further opportunity to meet or make progress against their stock ownership guidelines. The Compensation Committee also believes that the deferred compensation program furthers the Company’s goal of retaining program participants, including the named executive officers, in part, because any matching contributions by the Company are subject to a five-year vesting period that begins at the time of enrollment in the program. Because he is not based in the U.S., Mr. Zukerman does not participate in this program.

For more information on the Company’s deferred compensation program, see “Nonqualified Deferred Compensation” beginning on page 54.

Pension Plans

The Company maintains a frozen noncontributory defined benefit pension plan covering U.S. employees who met plan eligibility requirements and were employed before December 31, 2005. In addition, the Company maintains a frozen pension equalization plan under which the Company makes additional payments in excess of those payable under the Code limitations applicable to the pension plan. Mr. Marshall is the only named executive officer who participates in the Frozen Pension Plan and the Pension Equalization Plan. The accrual of benefits under these plans has been frozen since December 31, 2005. The Company also maintains pension plans in other countries in which it has operations. Mr. Zukerman participates in the Company’s Switzerland Pension Plan which provides benefits to Switzerland-based employees. For more information on the Company’s pension plans, see “Pension Benefits” beginning on page 51.

Executive Salary Continuation Plan. The U.S.–based named executive officers participate along with other senior executives in the Company’s Executive Salary Continuation Plan, which, in the event a participant dies while in the employment of the Company, provides that the Company will pay a designated beneficiary a death benefit equal to three times the participant’s annual salary. This benefit is paid out over a 10-year period following the participant’s death. Because he is not based in the U.S., Mr. Zukerman does not participate in this plan.

Long-Term Disability Plan. U.S.-based named executive officers participate along with other salaried U.S. employees in a long-term disability program. In the event that the executive is totally incapacitated, he would receive 50% of current annual base salary plus the average of the last three years’ annual incentive payments, with a maximum annual payment of $300,000. These payments would continue (as long as the executive is totally disabled) until the executive reaches the social security normal retirement age.

Health and Welfare Plans. Messrs. Pertz, Domanico, Beech, and Marshall are also eligible to

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participate in the Company’s health, dental and vision plans, and various insurance plans, including basic life insurance, and the Company’s matching charitable gifts program on the same basis as any other salaried U.S. employee.

Perquisites. For 2017, the Company provided its named executive officers with limited perquisites, including limited personal travel, entertainment, executive physical examinations, relocation benefits, payment of temporary housing expenses, and payment of certain tax preparation expenses for Mr. Zukerman. Except for certain relocation expenses, executives bear all tax consequences and are not grossed up. Certain relocation benefits are subject to a gross up, pursuant to the Company’s relocation policy, which is available on a similar basis to all employees.

Severance Pay Plan

The Severance Pay Plan provides severance benefits to eligible employees, including the named executive officers, whose employment is terminated by the Company without cause other than by reason of incapacity or terminated by the participant for good reason. A participant would not be entitled to severance benefits under the Severance Plan if the participant were otherwise eligible for more favorable severance benefits under another arrangement (including a Change in Control Agreement, see below) or in connection with a divestiture in which the participant is offered a comparable position. The Severance Pay Plan provides the following benefits to a participant if his or her employment is terminated under the circumstances described above:

a lump sum payment equal to the sum of: (a) the executive’s annual base salary through the date of termination, (b) any

bonus or incentive compensation approved but not paid, and (c) any accrued vacation pay, in each case to the extent not already paid or credited as of the date of termination;

a lump sum payment equal to the product of (a) one (one and a half (1.5) for the Chief Executive Officer), multiplied by (b) the sum of annual base salary and target annual incentive opportunity;
a prorated bonus for the year of termination, so long as the participant was employed by the company for at least six months of the performance year;
reimbursement payments for continued medical and dental benefit coverage until the earlier of 12 months (18 months for the Chief Executive Officer) following the date of termination and such time as the participant becomes eligible to receive medical and dental benefits under another employer-provided plan;
continued vesting of equity awards granted in connection with the Company’s ordinary LTI award grant cycle with payout at the lower of target or actual performance until the first anniversary of the participant’s date of termination; and
reasonable outplacement services during the period over which the health care benefits are provided.

See “Potential Payments Upon Termination or Change In Control” beginning on page 57 for additional information about the Severance Pay Plan.

Change in Control Agreements



The Company has change in control agreements with each of the named executive officers that are described under “Potential Payments upon Termination or Change in Control—Change in Control Agreements” beginning on page 59. The Compensation Committee believes that the change in control agreements serve the interests of the Company and its shareholders by ensuring that if a change in control is ever under consideration, the named executive officers will be able to advise the Board whether the potential change in control transaction is in the best interests of shareholders,

without being unduly influenced by personal considerations, such as fear of the economic consequences of losing their jobs as a result of a change in control. The change in control agreements are “double trigger,” which means that benefits become available to named executive officers under the agreements only upon a change in control followed by certain terminations of employment. The Compensation Committee believes that a double trigger appropriately protects the legitimate interests of the named executive officers in employment security without unduly burdening the Company or

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affecting shareholder value in connection with a change in control. The Compensation Committee reviews the potential payments under these agreements each year.

Compensation Recoupment Policy



In the event the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws, the Company will recoup from the

named executive officers and any recipient of performance-based cash or equity compensation who was directly responsible for the restatement, any performance-based cash or equity-based incentive compensation that they would not have been entitled to receive under the restated results.

Stock Ownership Guidelines and Prohibition Against Hedging



The Company maintains stock ownership guidelines for its executive officers in the amounts below:

Chief Executive Officer—must hold shares of Brink’s Common Stock with a value equal to five times base salary
All other executive officers—must hold shares of Brink’s Common Stock with a value equal to three times base salary

Shares of Brink’s Common Stock owned outright, deferred compensation stock-based units and vested and unvested RSUs on an after-tax basis (but not unexercised stock options) are all eligible to be included for purposes of satisfying the guidelines.

Unearned PSUs and MSUs and unvested stock options do not count towards executive officers’ guidelines. Until an executive officer meets his or her stock ownership guideline, the executive officer must hold at least 50% of any profit shares from stock option exercises, restricted stock unit vesting, or payout of any PSUs or MSUs.

Executive officers are prohibited from engaging in any hedging transaction that could reduce or limit the officer’s economic risk relative to his or her holdings, ownership or interest in Company securities. In addition, directors and executive officers are required to obtain approval to pledge Company securities.

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COMPENSATION AND BENEFITS COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Michael J. Herling, Chair
Susan E. Docherty
Dan R. Henry

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table



The following table presents information with respect to compensation of the named executive officers in 2015, 2016 and 2017.

Name and Principal
Position
Year
Salary(2)
($)
Stock
Awards(3)
($)
Option
Awards(4)
($)
Non-Equity
Incentive
Plan
Compensation(5)
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(6)
($)
All Other
Compensation(7)
($)
Total
($)
Douglas A. Pertz
President and Chief
Executive Officer
 
2017
 
 
945,833
 
 
1,874,928
 
 
2,578,123
 
 
2,251,500
 
 
 
 
159,897
 
 
7,810,281
 
 
2016
 
 
520,313
 
 
4,742,574
 
 
2,366,667
 
 
600,286
 
 
 
 
79,099
 
 
8,308,939
 
Michael F. Beech
Executive Vice President
 
2017
 
 
480,000
 
 
412,466
 
 
137,499
 
 
624,000
 
 
 
 
11,850
 
 
1,665,815
 
 
2016
 
 
480,000
 
 
545,164
 
 
 
 
236,184
 
 
 
 
137,156
 
 
1,398,504
 
 
2015
 
 
480,000
 
 
550,012
 
 
 
 
312,000
 
 
 
 
108,289
 
 
1,450,301
 
Ronald J. Domanico
Executive Vice President and Chief Financial Officer
 
2017
 
 
575,000
 
 
824,930
 
 
274,999
 
 
814,016
 
 
 
 
116,505
 
 
2,605,450
 
 
2016
 
 
267,898
 
 
1,049,912
 
 
499,996
 
 
204,700
 
 
 
 
37,181
 
 
2,059,687
 
McAlister C. Marshall, II
Senior Vice President and General Counsel
 
2017
 
 
463,100
 
 
487,420
 
 
162,493
 
 
504,140
 
 
24,861
 
 
84,386
 
 
1,726,400
 
 
2016
 
 
423,871
 
 
753,074
 
 
 
 
267,903
 
 
10,288
 
 
105,284
 
 
1,560,420
 
 
2015
 
 
421,000
 
 
558,019
 
 
 
 
478,888
 
 
 
 
86,213
 
 
1,544,120
 
Amit Zukerman(1)
Executive Vice President
 
2017
 
 
600,000
 
 
937,430
 
 
312,489
 
 
861,462
 
 
519,718
 
 
18,264
 
 
3,249,363
 
 
2016
 
 
571,943
 
 
1,021,466
 
 
624,994
 
 
556,200
 
 
353,509
 
 
675,000
 
 
3,803,112
 
 
2015
 
 
550,000
 
 
400,026
 
 
 
 
657,800
 
 
760,922
 
 
650,000
 
 
3,018,748
 
(1) For purposes of this table, amounts paid to Mr. Zukerman in Swiss francs (CHF) were converted to U.S. dollars (USD) using exchange rates as set forth below.
(2) Represents salaries before any employee contributions under the Company’s 401(k) Plan and/or employee deferrals of salary under the Company’s deferred compensation program. For a discussion of the deferred compensation program and amounts deferred by the named executive officers under the deferred compensation program in 2017, including earnings on amounts deferred, see “Nonqualified Deferred Compensation” beginning on page 54.
(3) For the 2017 and 2016 TSR PSUs and the 2015 PSU and MSU awards, the grant date fair value was computed in accordance with FASB ASC Topic 718 based on a Monte Carlo simulation model. For the 2017 and 2016 Internal Metric PSUs and for RSU awards, the grant date fair value was computed in accordance with FASB ASC Topic 718 based on the stock price at the grant date and discounted because units do not receive or accrue dividends during the vesting period. The stock price at the date of grant was based on the closing price per share of Brink’s Common Stock on the respective grant dates, as reported on the New York Stock Exchange. The actual value a named executive officer may receive depends on achievement of pre-established program goals and market prices and there can be no assurance that the amounts reflected in the Stock Awards column will actually be realized. The following table sets forth the 2017 Internal Metric PSUs at the grant date fair value and at the maximum potential value at the highest level of performance for each named executive officer:
Name
Grant Date Fair Value
Maximum Potential Value at
Highest Level of Performance(a)
Mr. Pertz
$
937,491
 
$
1,874,982
 
Mr. Beech
 
137,486
 
 
274,972
 
Mr. Domanico
 
274,971
 
 
549,942
 
Mr. Marshall
 
162,497
 
 
324,994
 
Mr. Zukerman
 
312,463
 
 
624,926
 
(a) The maximum potential fair value that could be recognized for financial reporting purposes would be based on a maximum payout of 200% for performance at the highest level of adjustment of the pre-established program goals.
(4) The grant date fair value for these performance stock option awards was computed in accordance with FASB ASC Topic 718 based on a Monte Carlo simulation. The stock price at the date of grant was based on closing price per share of Brink’s Common Stock on the respective grant dates, as reported on the New York Stock Exchange. The actual value a named executive officer may receive depends on achieving pre-established market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized.

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(5) Represents:
amounts paid under the EIP with respect to 2017 performance before any employee deferrals of EIP awards under the Company’s deferred compensation program; and
amounts paid under the KEIP with respect to 2015 and 2016 performance before any employee deferrals of KEIP awards under the Company’s deferred compensation program.

For a discussion of the deferred compensation program and amounts deferred by the named executive officers in 2017, including earnings on amounts deferred, see “Nonqualified Deferred Compensation” beginning on page 54.

(6) Amounts relate only to changes in pension value. The earning of benefits under the U.S. pension plans for all participants was frozen as of December 31, 2005. These amounts represent the change during the years ended December 31, 2017, 2016, and 2015 in the actuarial present value of Mr. Marshall’s pension payouts due to a change in the assumptions used to value pension benefits, not any change in the pension benefits earned by Mr. Marshall. For purposes of computing the actuarial present value of the accrued benefit payable to Mr. Marshall in the monthly benefit, the Company assumed: (a) for 2017, a 4.3% discount rate for the frozen pension plan measurement date of December 31, 2016 and a 4.0% discount rate for the equalization plan measurement date of December 31, 2016 and a 3.7% discount rate for the frozen pension plan measurement date of December 31, 2017 and a 3.5% discount rate for the equalization plan measurement date of December 31, 2017, for 2016, a 4.5% discount rate for the frozen pension plan measurement date of December 31, 2015 and a 4.3% discount rate for the equalization plan measurement date of December 31, 2015 and a 4.3% discount rate for the frozen pension plan measurement date of December 31, 2016 and a 4.0% discount rate for the equalization plan measurement date of December 31, 2016, and for 2015, a 4.1% discount rate for the frozen pension plan measurement date of December 31, 2014 and a 3.9% discount rate for the equalization plan measurement date of December 31, 2014 and a 4.5% discount rate for the frozen pension plan measurement date of December 31, 2015, and a 4.3% discount rate for the equalization plan measurement date of December 31, 2015; (b) service accruals in the pension plans are frozen as of December 31, 2005; and (c) payments will be made on a straight-life monthly annuity basis or pursuant to lump sum elections under the pension equalization plan. For a full description of the assumptions used by the Company for financial reporting purposes, see Note 3 to the Company’s financial statements, which is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated by reference into this proxy statement. For a discussion of pension benefits, see “Pension Benefits” beginning on page 51.

For Mr. Zukerman, the amount represents the change during the year ended December 31, 2017 in the actuarial present value of his pension payouts due to contributions during the year and changes in the assumptions used to value pension benefits. For purposes of computing the actuarial present value of the accrued benefit payable to Mr. Zukerman in the monthly benefit, the Company assumed: (a) a 0.7% discount rate for the Switzerland pension plan measurement date of December 31, 2017 and a 0.7% discount rate for the Switzerland pension plan measurement date of December 31, 2016; and (b) payments will be made on a straight-life monthly annuity basis. The following exchange rules were used to calculate the change in pension value during the year ended December 31, 2017: (i) 1 CHF = 0.9814 USD at December 31, 2016; and (ii) 1 CHF = 1.0261 USD at December 31, 2017.

(7) For 2017, includes the following items and amounts for each of the named executive officers:
(a) Matching contributions on deferrals of compensation made in 2017 as shown in the following table (Mr. Zukerman does not participate in deferred compensation):
Name
Matching
Contribution
for Deferred
Salary
401(k) Plan
Matching
Contribution
Matching
Contribution
for Deferred
KEIP
Supplemental
Savings Plan
Matching
Contribution
Total
Mr. Pertz
$
94,583
 
$
4,050
 
$
 
$
15,438
 
$
114,071
 
Mr. Beech
 
 
 
4,050
 
 
 
 
7,800
 
 
11,850
 
Mr. Domanico
 
57,500
 
 
5,063
 
 
 
 
6,959
 
 
69,522
 
Mr. Marshall
 
46,310
 
 
4,050
 
 
26,790
 
 
7,236
 
 
84,386
 
(b) Perquisites and personal benefits in 2017 for Messrs. Pertz, Domanico, and Zukerman, who received perquisites and personal benefits totaling $10,000 or more as detailed below.
Name
Relocation
Expenses(i)
Personal and
Spousal Travel
and
Entertainment(ii)
Tax
Preparation(iii)
Temporary
Housing(iv)
Total(v)
Mr. Pertz
$
 
$
8,329
 
$
 
$
37,497
 
$
45,826
 
Mr. Domanico
 
3,726
 
 
7,602
 
 
 
 
35,656
 
 
46,983
 
Mr. Zukerman
 
 
 
157
 
 
18,107
 
 
 
 
18,264
 
(i) For Mr. Domanico, represents costs related to the purchase of a home in Texas in connection with his relocation to Texas. The relocation benefits provided to Mr. Domanico were pursuant to the Company's relocation policy, which is available on similar terms to other executives.
(ii) Reflects commuting expenses for Messrs. Domanico and Pertz in light of their relocation in 2017; and for Mr. Pertz also includes expenses related to spousal travel for the November 2017 board meetings. For Mr. Zukerman, amounts in this column were converted from Swiss francs (CHF) to U.S. dollars (USD) using an average monthly exchange rate of 1 CHF = 0.12823 USD.
(iii) For Mr. Zukerman, amounts in this column were converted from Swiss francs (CHF) to U.S. dollars (USD) using applicable average monthly exchange rates of 1 CHF = 0.12823 USD; 1 CHF = 1.0183 USD; and 1 CHF = 1.0088 USD.
(iv) Includes expenses related to temporary housing expenses pursuant to Messrs. Domanico and Pertz's offer letters and the Company’s relocation policy as well as related tax assistance.
(v) Due to rounding, numbers may not add precisely to totals.

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EXECUTIVE COMPENSATION TABLES

Realized Pay Table for 2017



The table below provides supplemental disclosure representing the total direct compensation realized by each named executive officer for 2017. The Realized Pay Table below includes the salary paid in 2017, annual incentive payouts for the 2017 performance period paid in 2018, the value of PSUs and MSUs for the 2015-2017 performance period that vested and were paid in shares of common stock in 2018, the value of RSUs that vested in 2017, and the gain on stock options exercised in 2017, as applicable.

The Realized Pay Table differs substantially from the Summary Compensation Table on page 43 and is not a substitute for that table. The primary difference between the Realized Pay Table and the Summary Compensation Table is that the Realized Pay Table includes the payouts of PSUs and MSUs after a three-year performance period while the SEC's calculation

of total compensation, as shown in the Summary Compensation table, includes several items that are driven by accounting assumptions. For example, SEC rules require that the grant date fair value of all equity awards (such as PSUs and stock options) be reported in the Summary Compensation Table for the year in which they were granted. In some cases, the actual compensation realized by the named executive officers may be different than what is reported in the Summary Compensation Table and compensation reported may not be realized for a number of years, if at all. Furthermore, realized compensation for a named executive officer for any given year may be greater or less than the compensation reported in the Summary Compensation Table for that year depending on fluctuations in stock prices on the grant and vesting dates, differences in equity grant values from year to year and SEC reporting requirements.

Name
Salary
EIP
Payout
Vested
RSUs
PSU
Payout
MSU
Payout
Gain on
Exercised
Stock Options
Total(1)
Mr. Pertz
$
945,833
 
$
2,251,500
 
$
314,184
 
$
 
$
 
$
 
$
3,511,517
 
Mr. Beech
 
480,000
 
 
624,000
 
 
117,089
 
 
1,743,115
 
 
997,598
 
 
97,093
 
 
4,058,895
 
Mr. Domanico
 
575,000
 
 
814,016
 
 
81,744
 
 
 
 
 
 
 
 
1,470,760
 
Mr. Marshall
 
463,100
 
 
504,140
 
 
162,015
 
 
1,768,456
 
 
1,012,141
 
 
543,538
 
 
4,453,390
 
Mr. Zukerman
 
600,000
 
 
861,462
 
 
99,053
 
 
1,267,747
 
 
725,613
 
 
 
 
3,553,875
 
(1) Due to rounding, numbers may not add precisely to totals.

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Grants of Plan-Based Awards



The following table presents information regarding grants of awards to the named executive officers during the year ended December 31, 2017 under the Executive Incentive Plan (“EIP”) and the 2013 Equity Incentive Plan.

 
 
 
   
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(2)
   
Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)(4)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
All other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards(5)
($/Sh)
Grant Date
Fair Value of
Stock
Awards(6)
($)
Name
Award
Type
Grant
Date(1)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Douglas A. Pertz
EIP
 
 
593,750
 
 
1,187,500
 
 
2,375,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
IM PSU
2/17/2017
 
 
 
 
 
 
 
 
 
 
9,090
 
 
18,179
 
 
36,358