Vote against the advisory resolution to approve named executive officer compensation
Brink's Response
Brink's 2020 CEO compensation is aligned with shareholder interests, rewarding exceptional operational performance and long-term shareholder value creation while incentivizing retention and driving strategic and financial results.
In 2020, Brink's began its second strategic plan under Mr. Pertz, a seasoned CEO who is uniquely positioned to lead Brink's transformation to meet the market demand for digital cash management solutions.
We urge our shareholders to support our say-on-pay proposal:
- Rewards a strong record of shareholder value creation
Future rewards are based on continued strong performance
2
Say-on-Pay
ISS recommendation states: "A pay-for-performance misalignment exists, and mitigating factors have not been identified for the year in review…However, concerns are raised regarding the long-term incentives as the CEO's annual- cycle award was increased significantly. Although rationale for the increase is provided, which included retentive purposes, Pertz's total annual-cycle award is greater than the median total pay for CEOs in the company's peer group. This is particularly concerning as NEOs were also granted entirely time-vestingoff-cycle retention awards in response to lost value in existing long-term incentives."
Brink's Response:
In February, the Compensation Committee (the Committee) sought to:
Reward for strong financial performance & shareholder return since 2016
Incentivize to continue delivering long-term value
Retain to oversee Strategic Plan 2, pending G4S acquisition and digitalization of cash management offerings
In December, the Committee approved a special, one-time equity award to recognize Mr. Pertz' actions to protect the safety of employees and customers and optimize profitability in 2020, to retain him through the vesting period and to incentivize continued performance
3
2020 CEO Compensation - Granted in February
Compensation is reasonable and aligned with shareholder interests
CEO compensation consisted of:
• Cash compensation
Base salary
Annual incentive
Equity compensation
Annual long-term incentive (LTI) awards in February 2020 of $9.5M with a 3-year performance period
100% performance based, fully aligned with shareholder interests
4
February 2020 Award
Rewarded Strong Financial Performance
(Non-GAAP, $ Millions, except EPS)
Strategic Plan 1 (SP1) delivered 8% compound annual revenue growth
and 22% compound annual operating profit growth
Revenue +27%
Op Profit +81%
Adj. EBITDA +66%
EPS +71%
CAGR +8%
CAGR +22%
CAGR +18%
CAGR +19%
Avg. Organic Growth +7%
$3,680
$3,275
$2,908
Column1 Column2 Column3
2016
SP1
2019
Actual
Target
Actual
$392
$325
$216
7.4%
~10%
10.6%
Margin
Margin
Margin
Column1 Column2 Column3
2016
SP1
2019
Actual
Target
Actual
$567
$475
$342
11.7%
~15%
15.4%
Margin
Margin
Margin
Column1 Column2 Column3
2016
SP1
2019
Actual
Target
Actual
$3.89
$3.50
$2.28
Column1 Column2 Column3
2016
SP1
2019
Actual
Target
Actual
ISS acknowledges Brink's strong performance: year-over-yearrevenue and EBITDA increases
Notes: See reconciliations of non-GAAP to GAAP results included in the appendix.
5
SP1 Target as of 3/2/2017 Investor Day
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The Brink's Company published this content on 27 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2021 13:59:02 UTC.
The Brink's Company is a global provider of cash and valuables management, digital retail solutions, and automated teller machine (ATM) managed services. Its segments include North America, Latin America, Europe and Rest of World. Its cash and valuables management services include Cash-in-transit services, Basic ATM services, Brink's Global Services, Cash management services, Vaulting services and other services. Its Digital Retail Solutions includes services that facilitate faster access to cash deposits leveraging its tech-enabled sales and software platforms and enable enhanced customer analytics and visibility. Its ATM Managed Services provides an economical solution for financial institutions, retailers and independent ATM owners to outsource day-to-day operation of ATMs. Its customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations around the world. Its global network serves customers in more than 100 countries.