BRINKS COBCO
BRINKS CO Stock Compensation Disclosure
Share-Based Compensation Plans
We have share-based compensation plans to attract and retain employees and non-employee directors and to more closely align their interests with those of our shareholders.
We have outstanding share-based awards granted to employees under the 2017 Equity Incentive Plan (the "2017 Plan") and under the 2024 Equity Incentive Plan (the "2024 Plan"). The 2017 Plan and the 2024 Plan permit grants of restricted stock, restricted stock units, performance stock, performance stock units, stock appreciation rights, and stock options, as well as other share-based awards to eligible employees. The 2017 Plan and the 2024 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. The 2024 Plan became effective May 2024. During the first quarter ended March 31, 2023, the remaining outstanding awards granted under the 2013 Equity Incentive Plan (the "2013 Plan") were fully exercised. No further grants of awards will be made under the 2013 Plan or the 2017 Plan.
We also have outstanding deferred stock units granted to directors under the 2017 Plan and the 2024 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Directors’ Equity Plan and the Directors’ Stock Accumulation Plan, each of which has expired.
There are 2.6 million shares underlying share-based plans that are authorized, but not yet granted. Outstanding awards at December 31, 2025, include performance stock units, restricted stock units, deferred stock units, time-based stock options, and certain awards that will be settled in cash.
Compensation Expense
Compensation expense is measured using the fair-value-based method. For all share-based awards outstanding at December 31,2025, the retirement eligibility provisions require a minimum of a one year service period in order to meet the retirement eligible conditions. We recognize expense from the grant date to the earlier of the retirement-eligible date (provided it is not less than one year from the grant date) or the vesting date.
For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered.
Compensation expenses are classified as selling, general and administrative expenses in the consolidated statements of operations. Compensation expenses for the last three years and the amount of unrecognized expense for awards outstanding at December 31, 2025, were as follows:
| Compensation Expense | Unrecognized Expense for Nonvested Awards at | Weighted-average No. of Years Unrecognized Expense to be Recognized | |||||||||||||||||||||||||||
| Years Ended December 31, | Dec 31, 2025 | ||||||||||||||||||||||||||||
| (in millions except years) | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||
Performance stock units | $ | 13.8 | 25.2 | 20.3 | $ | 17.6 | 1.7 | ||||||||||||||||||||||
| Restricted stock units | 10.6 | 9.9 | 10.4 | 9.2 | 1.5 | ||||||||||||||||||||||||
| Deferred stock units and fees paid in stock | 1.6 | 1.4 | 1.4 | 0.5 | 0.4 | ||||||||||||||||||||||||
| Cash based awards | 2.2 | 1.9 | 2.8 | 1.1 | 1.4 | ||||||||||||||||||||||||
| Share-based payment expense | 28.2 | 38.4 | 34.9 | ||||||||||||||||||||||||||
| Income tax benefit | (6.5) | (8.7) | (7.9) | ||||||||||||||||||||||||||
| Share-based payment expense, net of tax | $ | 21.7 | 29.7 | 27.0 | |||||||||||||||||||||||||
Value of Distributed or Exercised Awards
The value of shares distributed or options exercised in the last three years is as follows:
Value of Shares Distributed or Exercised(a) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | ||||||||||||||
Performance stock units | $ | 42.5 | 35.3 | 16.3 | |||||||||||||
| Restricted stock units | 14.2 | 13.4 | 8.5 | ||||||||||||||
| Deferred stock units and fees paid in stock | 1.1 | 1.4 | 1.0 | ||||||||||||||
Performance-based options(a) | — | 1.3 | 3.0 | ||||||||||||||
Time-based vesting options(a) | 0.6 | 2.2 | 0.1 | ||||||||||||||
| Total | $ | 58.4 | 53.6 | 28.9 | |||||||||||||
| Income tax benefit realized | $ | 13.9 | 12.7 | 7.0 | |||||||||||||
(a)Intrinsic value for options.
Restricted Stock Units (“RSUs”)
We granted RSUs, which contain only a service condition as part of our compensation program. RSUs are paid out in shares of Brink’s stock when the awards vest. For RSUs granted during the last three years, the units generally vest ratably in three equal annual installments following the grant date.
We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. The weighted-average fair value per share at grant date was $89.26 in 2025, $85.14 in 2024 and $65.77 in 2023. The weighted-average discount was approximately 2% in each of 2025, 2024 and 2023.
We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. The weighted-average fair value per share at grant date was $89.26 in 2025, $85.14 in 2024 and $65.77 in 2023. The weighted-average discount was approximately 2% in each of 2025, 2024 and 2023.
The following table summarizes RSU activity during 2025:
Shares (in thousands) | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
Nonvested balance as of December 31, 2024 | 290.4 | $ | 74.24 | ||||||||
Activity from January 1 to December 31, 2025: | |||||||||||
| Granted | 163.2 | 89.26 | |||||||||
| Forfeited | (38.5) | 82.82 | |||||||||
| Vested | (151.4) | 70.34 | |||||||||
Nonvested balance as of December 31, 2025 | 263.7 | $ | 84.52 | ||||||||
Performance Stock Units (“PSUs”)
Historically, we have granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR PSUs") as part of our compensation program.
The majority of outstanding IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For IM PSUs granted in 2022, the performance period was from January 1, 2022 to December 31, 2024. For IM PSUs granted in 2023, the performance period was from January 1, 2023 to December 31, 2025. For IM PSUs granted in 2024, the performance period is from January 1, 2024 to December 31, 2026. For IM PSUs granted in 2025, the performance period is from January 1, 2025 to December 31, 2027. In 2023, 2024, and 2025, we also granted IM PSUs to certain employees which contain a market condition (in the form of a relative TSR modifier), a performance condition, and a service condition. We measure the fair value of IM PSUs containing a market condition at the grant date using a Monte Carlo simulation model.
IM PSUs are paid out in shares of Brink’s stock when the awards vest. For the IM PSUs granted in 2025, 2024 and 2023, the number of shares paid out ranges from 0% to 200% of an employee’s award, depending on the achievement of pre-established financial goals over the performance period. Shares are not paid out if the financial results do not meet a pre-established threshold level of performance.
The following table summarizes all PSU activity during 2025:
| Shares (in thousands) | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
Nonvested balance as of December 31, 2024 | 639.1 | $ | 72.64 | ||||||||
Activity from January 1 to December 31, 2025: | |||||||||||
| Granted | 222.1 | 89.90 | |||||||||
Forfeited or expired | (103.8) | 81.18 | |||||||||
Vested(a) | (235.0) | 67.17 | |||||||||
Nonvested balance as of December 31, 2025 | 522.4 | $ | 80.75 | ||||||||
(a)The vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2024 were 440.2 thousand, compared to target shares of 235.0 thousand.
The following table provides the terms and weighted-average assumptions used in the Monte Carlo simulation model for the IM PSUs with a market condition granted in 2025, 2024, and 2023:
Terms and Assumptions Used to Estimate Grant Date Fair Value | 2025 IM PSUs(a) | 2024 IM PSUs(a) | 2023 IM PSUs(a) | ||||||||||||||
| Terms of awards: | |||||||||||||||||
| Performance period | Jan. 1, 2025 to | Jan. 1, 2024 to | Jan. 1, 2023 to | ||||||||||||||
| Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | |||||||||||||||
| Weighted-average assumptions used to estimate fair value: | |||||||||||||||||
Expected dividend yield(b) | 1.1 | % | 1.1 | % | 1.2 | % | |||||||||||
Expected stock price volatility(c) | 29.4 | % | 31.1 | % | 41.9 | % | |||||||||||
Risk-free interest rate(d) | 3.9 | % | 4.3 | % | 4.5 | % | |||||||||||
| Contractual term in years | 2.8 | 2.8 | 2.8 | ||||||||||||||
| Weighted-average fair value estimates at grant date: | |||||||||||||||||
| In millions | $ | 12.9 | $ | 10.5 | $ | 8.5 | |||||||||||
| Fair value per share | $ | 92.26 | $ | 83.81 | $ | 72.51 | |||||||||||
(a)In 2025, 2024, and 2023, we granted IM PSUs to certain employees which contain a market condition (in the form of a relative TSR modifier).
(b)The stock price projection in the Monte Carlo simulation model assumed a 0% dividend yield, which is mathematically equivalent to reinvesting dividends over the performance period. For the valuation of these PSUs with market conditions, because the holders of the awards have no rights to any dividend paid during the vesting period, we applied a dividend yield in the Monte Carlo simulation model to reduce the projected stock price as of the grant date.
(c)The expected stock price volatility was calculated on the grant date for the most recent term equivalent to the contractual term in years.
(d)The risk-free interest rate on each date of grant is the rate for a zero-coupon U.S. Treasury bill that was commensurate with the grant date contractual term.
Options
In 2020, we granted time-based vesting stock options to certain senior executives. We measure the fair value of these awards at the grant date using the Black-Scholes-Merton option pricing model.
When vested, options entitle the holder to purchase a specified number of shares of Brink’s stock at a price set at the date the options were granted. The option price for Brink’s options was equal to the market price of Brink’s stock on the award date. Options granted to employees have a maximum term of six years.
Time-based Vesting Option Activity
The table below summarizes the activity associated with grants of time-based vesting options:
| Shares (in thousands) | Weighted- Average Exercise Price Per Share | Weighted-Average Grant Date Fair Value Per Share | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value(a) (in millions) | |||||||||||||||||||||||||
Outstanding at December 31, 2024(b) | 22.5 | $ | 84.17 | $ | 20.98 | ||||||||||||||||||||||||
| Exercised | (19.7) | 84.52 | 21.15 | ||||||||||||||||||||||||||
Outstanding at December 31, 2025 | 2.8 | $ | 81.69 | $ | 19.75 | 0.2 | $ | 0.1 | |||||||||||||||||||||
Of the above, as of December 31, 2025: | |||||||||||||||||||||||||||||
| Exercisable | 2.8 | $ | 81.69 | 0.2 | $ | 0.1 | |||||||||||||||||||||||
Expected to vest in future periods(c) | — | $ | — | — | $ | — | |||||||||||||||||||||||
(a)The intrinsic value of a stock option is the difference between the market price of the shares underlying the option and the exercise price of the option. The market price at December 31, 2025 was $116.73.
(b)There were 22.5 thousand exercisable options with a weighted average exercise price of $84.17 at December 31, 2024 and 115.7 thousand exercisable options with a weighted average exercise price of $80.74 at December 31, 2023.
(c)At December 31, 2025, all outstanding time-based options were vested.
The following table provides the weighted-average assumptions used in the Black-Scholes-Merton option pricing model for the time-based vesting options granted in 2020:
| Assumptions Used to Estimate Grant Date Fair Value of Time-Based Options | 2020 | ||||
| Assumptions used to estimate fair value: | |||||
Expected dividend yield(a) | 0.7 | % | |||
Expected stock price volatility(b) | 29.7 | % | |||
Risk-free interest rate(c) | 1.3 | % | |||
Expected term in years(d) | 4.5 | ||||
| Weighted-average fair value estimates at grant date: | |||||
| In millions | $ | 1.7 | |||
| Fair value per share | $ | 21.10 | |||
(a)The expected dividend yield is the calculated annual yield on Brink's stock at the time of the grant.
(b)The expected stock price volatility was calculated at the time of the grant after reviewing the historic volatility of our stock using daily close prices.
(c)The risk-free interest rate at each grant date was the rate for a zero-coupon U.S. Treasury bill that was commensurate with the expected life of 4.5 years.
(d)The expected term of the options was based on historical exercise, expiration and post-cancellation behavior.
Deferred Stock Units (“DSUs”)
We granted DSUs to our non-employee directors as part of our compensation program. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.
DSUs granted after 2014 will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.
The following table summarizes all DSU activity during 2025:
Shares (in thousands) | Weighted-Average Grant-Date Fair Value | ||||||||||
Nonvested balance as of December 31, 2024 | 13.6 | $ | 87.93 | ||||||||
Activity from January 1 to December 31, 2025: | |||||||||||
| Granted | 14.8 | 92.19 | |||||||||
| Vested | (13.6) | 87.93 | |||||||||
Nonvested balance as of December 31, 2025 | 14.8 | $ | 92.19 | ||||||||
The weighted-average grant-date fair value estimate per share for DSUs granted was $92.19 in 2025, $87.93 in 2024 and $62.43 in 2023.
Other Share-Based Compensation
We have a deferred compensation plan that allows participants to defer a portion of their compensation into stock units. Units will be redeemed by employees for an equal number of shares of Brink’s stock. Employee deferred compensation accounts held 31,773 units at December 31, 2025, and 77,573 units at December 31, 2024.
We have a stock accumulation plan for our non-employee directors that, prior to 2014, provided for awards of stock units. Additionally, some fees paid to our directors are in the form of stock and may be deferred for distribution to a later date. Directors’ deferred compensation accounts held 23,350 units at December 31, 2025, and 21,818 units at December 31, 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 29, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.