Mark Eubanks

About Mark Eubanks

Mark Eubanks, 52, has served as President and CEO of The Brink’s Company and as a director since May 2022, following his tenure as EVP and COO from September 2021 to May 2022 . Prior to Brink’s, he was President, EMEA at Otis Worldwide (Apr 2019–Sep 2020) and Group President, Electrical Products at Eaton (2015–2019), bringing large-scale operating, financial, and strategic experience to Brink’s . Under his leadership, Brink’s reported 2024 revenue of $5.0B, adjusted EBITDA of $911.9M, non-GAAP operating profit of $629.4M (12.6% margin), free cash flow before dividends of $399.9M, and GAAP EPS of $3.61 (non-GAAP EPS $7.17); AMS/DRS organic revenue grew 23% and these measures are embedded in executive pay design . On long-term value creation, Brink’s 2022–2024 PSUs paid out at 200% of target on adjusted EBITDA and 124% on relative TSR (62nd percentile), evidencing alignment between results and incentives .

Past Roles

Organization	Role	Years	Strategic impact
The Brink’s Company	President & CEO; Director	May 2022–present	Focus on accelerating AMS/DRS growth and free cash flow; performance metrics integrated into incentives .
The Brink’s Company	EVP & COO	Sep 2021–May 2022	Led global operations ahead of CEO transition .
Otis Worldwide (NYSE: OTIS)	President, Europe, Middle East and Africa	Apr 2019–Sep 2020	Led multi-country regional operations .
Eaton Corporation plc	Group President, Electrical Products	2015–2019	Managed large-scale business portfolio .

External Roles

Organization	Role	Years	Notes
University of Florida College of Electrical and Computer Engineering	Advisory Board Member	Current	External advisory role .

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	950,000	1,000,000	+5.3% merit increase
Target Annual Incentive (% of Salary)	120%	130%	Increased to align with market
Actual 2024 Annual Incentive ($)	—	1,371,825 (105.5% of target)	Company Performance Factor 100.5%; individual factor 105%

Performance Compensation

Annual Incentive (BIP) – 2024 design and outcomes

Metric	Weight	Target	Actual (adjusted)	Outcome vs target
Non-GAAP Operating Profit ($M)	50%	700	648	Below
Revenue ($B)	10%	5.15	5.136	Below
AMS/DRS Revenue ($B)	15%	1.20	1.235	Above
Free Cash Flow ($M)	25%	420	451	Above
Company Performance Factor	—	—	100.5%	Factor used for payouts

• 2024 BIP metrics added AMS/DRS revenue to reinforce strategic mix shift; pre-approved adjustments for FX, M&A and unusual items applied symmetrically at goal-setting .

Long-Term Incentives (LTI)

Structure and mix: 75% Internal Metric (IM) PSUs with relative TSR Modifier; 25% time-vested RSUs; no options granted in 2024 .
PSU metric and horizon: 3-year cumulative adjusted EBITDA with relative TSR modifier (+/−25%), capped at 100% modifier if absolute TSR is negative; 0–200% earned on EBITDA, then modified by RTSR (potential up to 250% pre-cap), vest/pay after Committee certification in early 2027 for the 2024–2026 cycle .

2024 Eubanks LTI grant detail:

Award	Grant date	Shares (threshold/target/max)	Grant date fair value ($)	Vest/Performance
IM PSUs w/ RTSR Modifier	3/1/2024	25,972 / 51,944 / 129,860	4,274,991	2024–2026; payout in early 2027 per EBITDA and RTSR
RSUs	3/1/2024	17,643	1,424,966	Vest 1/3 per year over 3 years

Historical PSU payouts (performance period ended 12/31/2024; paid Feb 19, 2025):

Award	Period	Outcome	Payout
IM PSUs (EBITDA)	2022–2024	$3.045B cumulative adjusted EBITDA (above max)	200% of target
Relative TSR PSUs	2022–2024	TSR at 62nd percentile vs comparator group	124% of target

Equity Ownership & Alignment

Item	Amount
Beneficial ownership (shares)	82,210 (<1% of 43,140,100 shares outstanding)
Other units (deferred comp + unvested RSUs)	49,178 total
• Deferred Compensation Units	12,121
• Unvested RSUs (do not vest within 60 days)	37,057
2024 stock vested (all awards)	45,788 shares; $3,876,242 value

RSUs vest ratably over three years; 2024 RSUs for Eubanks (17,643) vest in equal annual tranches through 2027 .
IM PSUs (2023–2025 and 2024–2026 cycles) remain unearned until certification; 2023/2024 cycles are reported at 50% threshold in the outstanding awards table (for disclosure), with actual payouts dependent on results .
Stock ownership guidelines: CEO 6x base salary; counts shares owned outright, deferred units, and after-tax unvested RSUs; unearned PSUs do not count .
Hedging and pledging prohibited for directors and executive officers; trades require pre-clearance and are subject to blackout windows .

Employment Terms

Severance (without Change in Control)

Multiple: Lump sum equal to 1.5x (CEO) times sum of base salary + target annual incentive; pro-rated bonus if employed ≥6 months; up to 18 months medical/dental premium reimbursement; continued vesting of ordinary-cycle equity for 12 months (payout at lower of target/actual); outplacement .
Estimated CEO payout if terminated without cause/for good reason on 12/31/2024 (assumes $92.77 stock price): $9,821,085 total (includes $1,300,000 pro-rated incentive; $3,450,000 base+bonus component; $5,019,692 LTI; $51,393 other) .

Change-in-Control (CIC) — Double Trigger

Cash benefits: Lump sum equal to 2x (base salary + 3-yr average annual incentive) upon qualifying termination after CIC; plus accrued obligations and pro-rated current-year incentive .
Equity: IM PSUs convert to time-based RSUs at target×(RTSR achieved to date) if CIC occurs in first 12 months; if after 12 months, convert based on actual to-date performance; RSUs remain subject to double trigger; treatment ensures alignment and retention .
Excise tax cutback to maximize after-tax outcome; no automatic gross-up .
Estimated CEO payout with CIC termination as of 12/31/2024: $22,027,815 total (Accrued Obligation $1,300,000; Base Salary and Bonus $4,600,000; LTI $16,082,422; Benefits $45,393) .
Death/Disability scenarios reflect plan-specific benefit and equity treatment; estimated CEO totals $19,805,802 (death) and $17,382,422 (retirement) as of 12/31/2024 .

Clawbacks, Deferred Comp, and Restrictive Covenants

Dodd-Frank Clawback Policy (effective Oct 2, 2023) and Supplemental Clawback Policy cover erroneously awarded incentive pay; extends beyond Section 954 scope to responsible employees .
Deferred Compensation Program: Company matches (stock units) vest over five years; Eubanks was 50% vested in 2024; distributions occur per elections, with accelerated distribution on certain terminations including CIC .
LTI awards include non-compete and non-solicitation provisions .

Board Governance (Director Service, Independence, and Roles)

Dual role: CEO and director; he is the only non-independent director nominee; Brink’s separates Chair and CEO roles. Independent Chairman (Michael Herling) presides over meetings and executive sessions; all standing committees are 100% independent, mitigating dual-role concerns .
Board operations: Five meetings in 2024; all directors attended ≥75% of meetings; regular executive sessions of non-management directors .
Committee membership: Eubanks is not listed on Board committees (Audit & Ethics; Compensation & Human Capital; Corporate Governance & Nominating; Finance & Business Development) .
Say-on-Pay: 97% approval at 2024 AGM; no program changes made in direct response .

Compensation Committee Analysis (Design, Peer Group, Consultant)

Pay philosophy emphasizes at-risk, performance-linked compensation with rigorous targets (EBITDA, free cash flow, revenue, and relative TSR), robust ownership guidelines, clawbacks, and no option repricing .
2024 proxy peer group (examples: Corpay, Ryder, WEX, Iron Mountain, Euronet, United Rentals); updates reflect market cap and business relevance; used with survey data to target around median for CEO/CFO .
Independent consultant FW Cook advises the Committee; no conflicts of interest identified .

Director Compensation (as applicable to dual roles)

As an employee-director (CEO), Eubanks does not receive non-employee director retainers or equity; director fees and DSU programs apply to non-employee directors only .

Compensation Structure Analysis (Signals)

Increased at-risk pay and LTI weighting: 2024 mix (75% PSUs/25% RSUs) and added AMS/DRS metric sharpened alignment with strategic growth areas .
Strong LTI outcomes on 2022–2024 cycle (200% IM PSUs; 124% RTSR PSUs) indicate above-target performance on EBITDA and relative TSR vs a global comparator set .
No stock options granted since 2020 reduces re-pricing risk and leverages PSU design; clawbacks and no-hedging/pledging bolster governance .

Equity Ownership & Alignment (detail)

Ownership element	Detail
Beneficial ownership as % of outstanding	<1% (82,210 shares vs 43,140,100 outstanding)
RSUs outstanding (not within 60 days)	37,057 units
Deferred compensation stock units	12,121 units
2024 vesting realized	45,788 shares; $3,876,242 value
Pledging/Hedging	Prohibited by policy
Ownership guideline	6x base salary for CEO

Performance & Track Record (disclosed highlights)

2024 results: $5.0B revenue; $911.9M adjusted EBITDA; non-GAAP operating profit $629.4M (12.6% margin); free cash flow before dividends $399.9M; GAAP EPS $3.61 (non-GAAP $7.17); 23% organic AMS/DRS growth .
Annual incentive factor 100.5% on company metrics with above-target FCF and AMS/DRS revenue .
Board recognized CEO’s role in accelerating DRS/AMS growth and FCF delivery despite FX headwinds .

Related Party Transactions and Red Flags (2024)

No related person transactions identified in 2024; prohibition on hedging/pledging; no option repricing; no tax gross-ups except limited relocation per policy .

Say-on-Pay & Shareholder Feedback

2024 Say-on-Pay support >97%; management and the Board maintain ongoing engagement; no program changes directly attributable to 2024 vote .

Compensation Peer Group (Benchmarking)

2024 peer group includes 16 companies spanning logistics, payments, tech-enabled services; updates included replacing Cintas with Corpay due to size; 2025 peer set changes also enumerated (e.g., adding NCR Atleos, ABM Industries, SS&C) .

Employment & Contracts (additional details)

Deferred Compensation Program balances (2024 year-end): Eubanks contributed $279,349; Company contributed $244,156; balance $1,644,970; 50% vested in Company match as of 12/31/2024 .
All other compensation (2024): $286,114, including Company retirement/deferred matching ($254,507) and limited perquisites ($31,608) .

Investment Implications

Near-term supply from equity delivery: 2022–2024 PSUs paid in Feb 2025 (200% IM PSUs; 124% TSR PSUs); 2024 RSUs vest annually through 2027; 2023–2025 and 2024–2026 PSUs could deliver sizable shares subject to results—monitor Form 4s for potential selling pressure near vest/delivery windows .
Incentive alignment with FCF and AMS/DRS growth supports sustained mix shift and cash generation; 2024 BIP outcomes near target reinforce balanced pay-for-performance .
Governance mitigants (separate Chair/CEO, independent committees, clawbacks, no pledging/hedging) reduce key-person and governance risk; high Say-on-Pay support (>97%) lowers shareholder backlash risk on compensation .
CIC economics are substantial but double-trigger and excise cutback terms limit windfall risk absent termination; base severance at 1.5x salary+bonus for CEO is within market range and supports retention without excessive guarantees .