Keith Wyche
BRINKSAbout Keith R. Wyche
Keith R. Wyche (age 65) is an independent director of The Brink’s Company, serving since 2022. He is a retired Vice President at Walmart, Inc., where he led Community Engagement & Support (2020–2024) and previously served as Vice President, Operations (2017–2020). He brings deep retail operations, talent management, and inclusion expertise to Brink’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart, Inc. | VP, Community Engagement & Support | 2020–2024 | Led community engagement programs; prior VP, Operations (2017–2020) driving operational execution. |
| SuperValu (Cub Foods, Acme Markets) | President (two chains) | 2009–2013 | P&L leadership for grocery banners; turnaround and productivity focus. |
| Pitney Bowes | Operations leadership | 2003–2009 | Operational roles supporting logistics and services efficiency. |
| Convergys (now part of Concentrix) | Operations leadership | 2000–2003 | Customer operations and talent development. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OIC of America (non-profit) | Director | Since 2024 | Workforce development non-profit board service. |
| WMS Industries (NYSE:WMS) | Director | 2011–2013 | Prior public company board; now part of Scientific Games Corporation. |
Board Governance
- Independence: Board affirmatively determined Wyche is independent under NYSE standards; all standing committees are fully independent.
- Committee memberships: Audit & Ethics Committee (member); Corporate Governance & Nominating Committee (member). He is not a chair.
- Board and committee activity: Board met 5 times in 2024; Audit Committee held 7 meetings and Corporate Governance Committee held 4; all incumbent directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting.
- Executive sessions: Non-management directors meet regularly without management; Chairman presides.
- Overboarding policy: Non-employee directors may serve on no more than three other public company boards (other than Brink’s); Corporate Governance Committee reviews additional board/committee acceptances.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer. |
| Audit Committee member fee | $12,500 | Non-chair member retainer. |
| Corporate Governance Committee member fee | $7,500 | Non-chair member retainer. |
| Fees earned (cash total) | $105,000 | Sum of cash retainer and committee fees. |
| All other compensation | $0 | No charitable match or perquisites recorded for Wyche. |
| Equity Component | 2024 Grant | Grant Date Fair Value | Vesting |
|---|---|---|---|
| Deferred Stock Units (DSUs) | 1,705 units | $149,921 | DSUs vest and settle one-for-one in Common Stock on first anniversary of grant (May 2, 2025). |
Program summary:
- Annual DSU grant value $150,000; cash retainer $85,000; standard committee retainers per role. No changes to director compensation in 2024 following a 2023 review by FW Cook.
Performance Compensation
Directors do not receive performance-based incentives. DSUs are time-based and vest after one year; no options were granted and the plan caps director equity plus cash at a max grant-date value of $750,000 per fiscal year.
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict |
|---|---|---|---|
| WMS Industries (NYSE:WMS) | Prior | Director (2011–2013) | No disclosed related person transactions at Brink’s in 2024. |
| OIC of America | Current | Director (non-profit) | Non-profit; no conflict disclosed. |
Brink’s policy requires Audit Committee review of any related person transaction >$120,000; none identified in 2024.
Expertise & Qualifications
- Retail operations leadership (Walmart, SuperValu), human capital and inclusion focus.
- Corporate governance contributor via membership on Corporate Governance Committee.
- Financial literacy for Audit Committee service; Audit Committee comprises financially literate members and multiple financial experts overall.
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Other Units (DSUs/Deferred) |
|---|---|---|---|
| Keith R. Wyche | 2,452 | * (<1%) | 1,705 DSUs as of Dec 31, 2024. |
- Director stock ownership guideline: five times annual Board cash retainer; directors must hold at least 50% of shares from equity awards until compliant; per-director compliance status not disclosed.
- Hedging/pledging: Directors are prohibited from hedging or pledging Company securities.
Compensation Committee Analysis
- Committee composition: Susan E. Docherty (Chair), Paul G. Boynton, Michael J. Herling, Timothy J. Tynan.
- Independent consultant: FW Cook advises Compensation and Corporate Governance Committees; no conflicts of interest; services include peer benchmarking, burn rate/overhang analysis, trend reports, and plan reviews.
- Say-on-Pay: 97% approval at 2024 Annual Meeting; no program changes in direct response.
Governance Assessment
- Strengths: Independent director; dual committee service (Audit and Corporate Governance) enhances oversight of financial reporting and governance; robust director education and board evaluations; clear related-party transaction controls; prohibition on hedging/pledging; strong shareholder support for executive pay.
- Alignment: Cash/equity director pay mix with annual DSUs; stock ownership guideline (5× retainer) supports alignment; DSU vesting creates holding period discipline.
- Engagement: Board and committees met regularly in 2024 with >75% attendance; directors attend annual meeting.
- RED FLAGS: None disclosed specific to Wyche. No related person transactions in 2024; no hedging/pledging; overboarding policy in place; per-director guideline compliance not disclosed.
Overall, Wyche’s independent status, retail operations expertise, and participation on Audit and Corporate Governance Committees support board effectiveness and investor confidence, with no disclosed conflicts or attendance concerns.