Ian Clough
BRINKSAbout Ian Clough
Ian D. Clough (age 58) is an independent director of The Brink’s Company, serving since 2016. He is Executive Vice President, Global Pricing & Product at DHL Express (since April 2022), with prior senior roles at DHL Supply Chain, TNT Express N.V., and as CEO of DHL Express USA, bringing deep international logistics and turnaround expertise. Clough is a UK citizen and is affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DHL Express | EVP, Global Pricing & Product | Apr 2022–present | Global product/pricing leadership |
| DHL Supply Chain | Managing Director, Network, Logistics & Transport | Jun 2018–Apr 2022 | Network/logistics oversight |
| Independent | Management Consultant | May 2016–Jun 2018 | Turnaround advisory experience |
| TNT Express N.V. | Managing Director, International Europe; Mgmt Board Member | Apr 2014–May 2016 | European operations leadership |
| DHL Express USA | Chief Executive Officer | 2009–2014 | US turnaround and execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy biography . |
Board Governance
- Committees: Audit & Ethics Committee Chair; Finance & Business Development Committee Member .
- Audit Committee meetings in 2024: 7; Finance Committee meetings in 2024: 5 .
- Independence: Board determined Clough is independent; all standing committees are 100% independent .
- Attendance: Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors then in office attended the 2024 Annual Meeting .
- Roles: Clough is designated an Audit Committee Financial Expert (•) and financially literate (O) under NYSE standards; he serves as Audit Chair (☐) .
- Governance practices: Majority vote standard, proxy access, regular executive sessions, separate Chairman and CEO . Overboarding policy updated—non-employee directors may serve on no more than three other public company boards; pre-approval required for any additional board or committee seats .
- Say-on-Pay and engagement: 2024 Say-on-Pay approved by >97% of votes; continued shareholder engagement noted .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $85,000 | Program element |
| Audit Chair retainer | $25,000 | Chair fee |
| Finance Committee member retainer | $7,500 | Non-chair member fee |
| Total cash fees | $117,500 | Reported for Clough |
| DSUs (annual grant) | 1,705 units | Granted May 2, 2024; vests and settles one-for-one after 1 year |
| DSU grant date fair value | $149,921 | Based on NYSE closing price on grant date |
| All Other Compensation | $10,843 | Perquisites/personal benefits tied to Board meeting attendance |
| Total 2024 director compensation | $278,264 | Sum of cash, equity, other |
Notes on structure and design:
- Non-employee director program: Cash retainer $85,000; DSUs $150,000; committee retainers ($25,000 Audit Chair; $15,000 CGC/Finance Chair; $20,000 Compensation Chair; non-chair fees $12,500 Audit, $10,000 Compensation, $7,500 CGC/Finance) .
- DSUs vest on the first anniversary and settle in stock one-for-one; generally forfeited if the director leaves before vesting .
Performance Compensation
| Element | Exists for Non-Employee Directors? | Detail |
|---|---|---|
| Performance-linked director equity (PSUs/options) | No | Annual director equity is DSUs with time-based vesting; no options/PSUs granted to directors under 2024 program . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | None disclosed in the proxy; independence affirmed and no related person transactions identified in 2024 . |
Expertise & Qualifications
- Deep transportation and logistics industry expertise; international business operations; turnaround leadership .
- Audit Committee financial expert; financially literate under NYSE standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Other Units Held |
|---|---|---|---|
| Ian D. Clough | 26,711 | <1%* | 1,705 DSUs (deferred stock units) |
- Footnote: None of the named directors/executives beneficially owns more than 1% of outstanding common stock (43,140,100 shares as of March 3, 2025) .
- Director ownership guidelines: Non-employee directors must hold 5x annual Board cash retainer; until met, must hold at least 50% of shares acquired through vesting; compliance reviewed annually; eligible counts include common stock, DSUs, restricted stock, RSUs (vested/unvested); options excluded .
- Hedging/pledging: Directors are prohibited from hedging or pledging Company securities; trading subject to insider trading policy with pre-clearance and blackout restrictions .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation enhances oversight of financial reporting, internal controls, ethics/compliance; committee independence and formal governance practices (majority voting, proxy access, executive sessions) support board effectiveness . High Say-on-Pay support indicates investor alignment and pay program credibility . Clear prohibitions against hedging/pledging and robust related party transaction policy; no related person transactions in 2024 .
- Alignment signals: Director equity via DSUs and rigorous stock ownership guidelines (5x retainer) align incentives with shareholders .
- Attendance/engagement: Board and committees met regularly; all incumbents exceeded minimum attendance thresholds and attended the annual meeting, indicating engagement .
- Potential risks: Clough’s full-time senior operating role at DHL could raise time-commitment considerations, though the company enforces overboarding limits and pre-approval for additional board/committee assignments; no conflicts disclosed and independence affirmed . No pledging/hedging permitted mitigates alignment risks .