Elizabeth Galloway

About Elizabeth Galloway

Elizabeth A. Galloway is Executive Vice President and Chief Human Resources Officer of The Brink’s Company (BCO), appointed in May 2023; she was 47 as of February 26, 2025 . In 2024, Brink’s delivered $5.0B revenue (including $1.2B in AMS/DRS), $911.9M adjusted EBITDA, GAAP EPS $3.61 and non‑GAAP EPS $7.17; AMS/DRS organic growth was 23% . 2024 annual incentives were tied to non‑GAAP operating profit, revenue, AMS/DRS revenue, and free cash flow, producing a 100.5% Company Performance Factor; Ms. Galloway’s individual factor was 105%, driving a 105.5% payout of her target .

Past Roles

Organization	Role	Years	Strategic Impact
Invitation Homes, Inc.	EVP & Chief Human Resources Officer	2019–May 2023	Led HR at the leading U.S. single‑family home leasing/management company .
At Home Group Inc.	Chief Human Resources Officer	2018–2019	HR leadership at home décor superstore operator .
PepsiCo, Owens Corning, Marathon Petroleum	HR leadership roles	Prior to 2018	HR leadership across CPG, building materials, and energy sectors .

External Roles

No external public company directorships disclosed for Ms. Galloway in the latest filings .

Fixed Compensation

Metric	2023	2024
Offer letter base salary (start)	$465,000 (start 5/15/2023)	—
Year-end annual salary	$465,000	$484,000 (4.1% increase)
Salary actually paid	$292,386 (partial year)	$480,833
Target bonus % of salary	75%	75%
Target bonus ($)	$348,750	$363,000
Actual annual incentive paid	$342,117	$383,056 (105.5% of target)

Performance Compensation

Annual Incentive (BIP) – 2024 Design and Outcomes

Metric	Weight	Target	Adjusted Actual	Result
Non‑GAAP Operating Profit	50%	$700M	$648M	Below target (weighted impact)
Revenue	10%	$5.15B	$5.136B	Below target (weighted impact)
AMS/DRS Revenue	15%	$1.2B	$1.235B	Above target (weighted impact)
Free Cash Flow	25%	$420M	$451M	Above target (weighted impact)
Company Performance Factor	—	—	—	100.5%
Individual Performance Factor (Galloway)	—	—	—	105%
Ms. Galloway payout vs target	—	$363,000	—	105.5% ($383,056)

Notes: 2024 BIP metrics were set in February 2024 at 50% non‑GAAP operating profit, 10% revenue, 15% AMS/DRS revenue, 25% free cash flow; pre‑approved adjustments applied (FX, M&A, etc.) .

Long‑Term Incentive (LTI)

2024 LTI target value: $800,000; 75% IM PSUs with RTSR modifier, 25% RSUs .
2023 LTI target value: $700,000 (plus sign‑on RSUs below) .
IM PSUs (Internal Metric PSUs, 3‑year): Metric is cumulative adjusted EBITDA, 0–200% payout; RTSR modifier ±25% (capped at 100% if absolute TSR negative); 3‑year period with certification and vesting in early 2027 for 2024 grant .
2024 grant details (as granted 3/1/2024): IM PSU target 7,290 units (threshold 3,645; max 18,225); RSU 2,476 units .
2023 sign‑on LTI: $1,400,000 in RSUs, vesting 1/3 annually beginning June 2024; intended to buy out forfeited equity . RSUs generally vest in 3 equal annual installments .

2024 Stock Award Grants – Ms. Galloway

Award	Grant Date	Threshold (#)	Target (#)	Maximum (#)	Grant Date FV ($)
IM PSUs w/ RTSR Mod	3/1/2024	3,645	7,290	18,225	$599,967
RSUs	3/1/2024	—	2,476	—	$199,979

2024 Stock Vesting Activity – Ms. Galloway

2024 Stock Awards Vested	Shares Acquired on Vesting (#)	Value Realized ($)
All stock awards (aggregate)	8,234	$843,162

Equity Ownership & Alignment

Category (as of 12/31/2024 unless noted)	Amount
Outstanding (unvested) RSUs – 5/15/2023 grant	16,465 units ($1,527,458)
Outstanding (unvested) RSUs – 3/1/2024 grant	2,476 units ($229,699)
Outstanding IM PSUs (reported at threshold) – 5/15/2023 grant	3,697 units ($342,971)
Outstanding IM PSUs (reported at threshold) – 3/1/2024 grant	3,645 units ($338,147)
Beneficially owned common shares (as of 3/3/2025)	5,449 shares; <1% of class
Deferred Compensation Units (as of 3/3/2025)	1,362 units
Unvested RSUs not vesting within 60 days (as of 3/3/2025)	20,711 units

Policy alignment:

Stock ownership guidelines: 3x base salary for executive officers .
Prohibition on hedging and pledging by directors and executive officers .
Clawbacks: Dodd‑Frank Act Clawback Policy and Supplemental Clawback Policy, effective Oct 2, 2023 .

Employment Terms

Appointment/start date: May 15, 2023; Coppell, TX .
Offer letter terms:
- Base salary: $465,000 .
- Annual bonus: Target 75% of base; 0–200% payout range; 2023 bonus not prorated .
- Annual LTI: Target $700,000 (75% IM PSUs with RTSR modifier; 25% RSUs) .
- Sign‑on LTI: $1,400,000 in RSUs, vesting 1/3 annually beginning June 2024 .

Severance & Change‑of‑Control Economics

Program structure:

Severance Pay Plan (no CIC): For NEOs, lump‑sum equal to 1.0x (base salary + target annual incentive), prorated bonus for year of termination, up to 12 months medical/dental reimbursements (CEO 18 months), continued vesting of ordinary LTI awards until first anniversary with payout at lower of target/actual, outplacement; requires release of claims .
Change in Control Plan (CIC): Double‑trigger; upon CIC followed by qualifying termination, cash equal to 2x (annual base salary + average annual incentive over prior 3 years), outplacement, up to 18 months medical premium reimbursement; equity generally vests (performance awards at target or per plan terms), subject to plan mechanics .

Hypothetical payouts as of 12/31/2024 (stock price assumption $92.77):

Without CIC – Elizabeth A. Galloway:
- Termination without cause/for good reason: Total $2,084,300 .
- Retirement: Total $3,482,484 .
- Death: Total $4,655,400 .
With CIC – Elizabeth A. Galloway:
- Termination without cause/for good reason: Total $5,221,877 .

Clawbacks and restrictive covenants:

Awards subject to recoupment under Dodd‑Frank and supplemental policy ; LTI awards include non‑compete and non‑solicit provisions .

Say‑on‑Pay & Peer Group

Say‑on‑Pay: Over 97% approval at 2024 Annual Meeting; no changes to program in direct response .
Benchmarking: Committee aims around market median; 2024 Proxy Peer Group includes ADT, Corpay, Iron Mountain, Ryder, WEX, etc. (full list in proxy), updated annually with FW Cook support .

Risk Indicators & Red Flags

Hedging/pledging prohibited for executives; insider trading pre‑clearance and blackout periods apply .
No tax gross‑ups (except limited relocation per policy); perquisites limited .
Related person transactions: None identified in 2024 .
Equity re‑pricing prohibited without shareholder approval; options no longer granted since 2020 .

Performance & Track Record

2024 company outcomes used in pay decisions: $5.0B revenue, $911.9M adjusted EBITDA, $399.9M free cash flow before dividends; AMS/DRS organic growth 23% .
Individual assessment: Compensation Committee recognized Ms. Galloway’s “visionary leadership,” launch of new Purpose and Values, enhancement of HR capabilities, and support through key leadership transitions in 2024 .

Compensation Structure Analysis

Increased at‑risk mix: For NEOs (ex‑CEO), ~60% of target total compensation is performance‑based; LTI emphasizes EBITDA and relative TSR via PSUs; no stock options since 2020 .
Metric rigor and adjustments: Pre‑set adjustments (FX, M&A, unusual items) disclosed for transparency .
Year‑over‑year changes: Ms. Galloway’s year‑end base increased 4.1% to $484,000; LTI target increased from $700,000 (2023) to $800,000 (2024) .

Investment Implications

Alignment: Strong linkage of incentives to cash generation and AMS/DRS growth; clawback, hedging/pledging prohibitions, and ownership guidelines reinforce alignment .
Retention/selling pressure: Meaningful unvested RSUs (including $1.4M sign‑on grant) and IM PSUs (2023–2026 cycles) create retention hooks; vesting events (each June for sign‑on RSUs; annual RSUs and 2027 PSU certification) may drive episodic selling needs for tax/cash but 2024 showed aggregated 8,234 shares vesting ($843k) without option exercises .
Downside protections/costs: Double‑trigger CIC benefits at 2x cash for NEOs and full/target equity vesting can be material (e.g., $5.22M modeled for Galloway), but design follows market norms and avoids single‑trigger windfalls .