Michael Gabay

About Michael Gabay

Michael Nissim Gabay is Executive Vice President and President, Europe at The Brink’s Company. He was appointed to this role in connection with the announced retirement of the prior regional president, effective May 1, 2025; prior to this, he served as President, Brink’s France . On his initial Section 16 filing, Gabay reported beneficial ownership of 11,727 Brink’s shares, including 2,839 unvested RSUs . For context on the performance framework he is stepping into, Brink’s 2024 results included $5.0B revenue, $911.9M adjusted EBITDA, 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) .

Past Roles

Fixed Compensation

• The 2025 Proxy (for FY2024) identifies NEOs as the CEO, CFO, and three business/HR leaders; Gabay was not listed as an NEO, so his base salary, target bonus, and FY2024 pay are not disclosed in that filing .

Performance Compensation

Brink’s executive incentive design (as applied to NEOs in 2024) aligns pay to operating and cash metrics, with long-term equity tied to multi-year EBITDA and relative TSR. These structures typically apply to executive officers broadly.

• Annual incentive (BIP) metrics and outcome (2024): | Metric | Weight | Target | Actual (adjusted) | Result vs Target | Notes | |---|---:|---:|---:|---|---| | Non-GAAP Operating Profit | 50% | $700M | $648M | Below target | 2024 Company Performance Factor certified at 100.5%; payouts ~76%–106% of target across NEOs | | Revenue | 10% | $5.15B | $5.136B | Below target | | | AMS/DRS Revenue | 15% | $1.2B | $1.235B | Above target | | | Free Cash Flow (before dividends) | 25% | $420M | $451M | Above target | |

• Long-term incentives:

  • 75% IM PSUs with relative TSR modifier; 25% time-vested RSUs (2024 LTI mix for NEOs). PSUs earn on 3-year cumulative adjusted EBITDA with a TSR modifier of 75%–125% (capped at 100% if absolute TSR is negative); RSUs vest in three equal annual installments .
  • Historical PSU outcomes (awarded 2022, performance period 2022–2024): Adjusted EBITDA of $3.045B paid at 200% of target; relative TSR at the 62nd percentile paid at 124% of target .

Equity Ownership & Alignment

Vesting and potential selling pressure

• RSUs generally vest in three equal annual installments; PSUs vest after a three-year performance period upon Compensation Committee certification. These schedules create predictable vesting dates that can coincide with Form 4-reported transactions (subject to policy restrictions) .

Employment Terms

Company plans (as described for NEOs in the 2025 Proxy) indicate the framework likely governing senior executives:

• Severance Pay Plan (without change in control; NEO terms): lump sum of 1.0x (CEO 1.5x) salary + target annual incentive, pro-rated current-year bonus if employed ≥6 months, continued vesting for one year for ordinary-cycle LTI (paid at lower of target or actual), health benefit reimbursements up to 12 months (CEO 18 months), and outplacement; release required .
• Change in Control Plan (double trigger; NEO terms): upon termination for good reason or not for cause within two years post-CIC, lump sum of 2x (salary + average annual incentive for past 3 years), pro-rated bonus, continued benefits (medical reimbursement up to 18 months), and equity per plan terms; excise-tax cutback applies .
• CIC equity treatment: IM PSUs with RTSR modifier convert to time-based RSUs at target times achieved RTSR modifier if CIC within first 12 months; if later, determined on achievement through CIC date; RSUs remain subject to double trigger for acceleration .
• Clawback: Dodd-Frank compliant clawback (and supplemental policy) effective Oct 2, 2023, covering erroneously awarded incentive compensation tied to financial restatements .
• Deferred compensation: executives may defer pay; company matches (in stock units) vest over five years from date of hire .
• Perquisites: limited; include executive/spousal travel, executive physicals, relocation benefits (limited tax gross-ups), and (as applicable) expatriate benefits; no general tax gross-ups .

Note: The Proxy details above are specified for NEOs. Gabay’s specific participation terms/multiples were not disclosed as of his April 2025 appointment 8-K .

Compensation Structure Analysis

• Mix and risk: Since 2023, Brink’s shifted LTI toward PSUs with a relative TSR modifier and away from options (none granted since 2020), increasing explicit performance linkage and lowering option-related risk for executives .
• Goal rigor and outcomes: 2024 BIP included a new AMS/DRS revenue goal to tie incentives to strategic growth areas; company factor near target (100.5%) despite some below-target metrics underscores balanced weighting and FCF emphasis .
• Governance: Strong safeguards (no hedging/pledging; robust ownership guidelines; formal clawbacks; double-trigger CIC) mitigate misalignment risks .

Say‑on‑Pay and Peer Benchmarking

• Say-on-pay support exceeded 97% at the 2024 annual meeting; 2025 advisory vote again passed (38.88M for vs. 0.54M against) .
• Peer group for 2024 pay decisions included 16 comps (e.g., Corpay, Ryder, Euronet, WEX, Iron Mountain, Stericycle), with Brink’s revenue near the 50th percentile and market cap near the 25th percentile of peers at the time of approval .

Related Party Transactions and Governance Red Flags

• No related person transactions identified in 2024 .
• No options repricing; no broad tax gross-ups; hedging/pledging prohibited; independent compensation consultant engaged (FW Cook) .

Performance & Track Record

• 2024 operating execution: $5.0B revenue, $911.9M adjusted EBITDA, $399.9M free cash flow before dividends; 23% organic growth in AMS/DRS (strategic focus areas) .
• LTI results: 2022–2024 IM PSUs paid 200% on adjusted EBITDA; 2022–2024 TSR PSUs paid 124% at 62nd percentile TSR—indicating outperformance versus the comparator set over that period .

Insider Activity (alignment and selling pressure)

• Initial beneficial ownership: 11,727 shares (includes 2,839 unvested RSUs) reported on Form 3 after promotion to officer status (EVP) .
• Monitoring focus: Watch Form 4 filings for RSU/PSU vest events and any open-market activity; trades are subject to pre-clearance and blackout policy, limiting opportunistic timing .

Investment Implications

• Alignment: The executive compensation framework emphasizes adjusted EBITDA, free cash flow, and relative TSR, reinforcing focus on cash generation and multi-year value creation in Europe under Gabay’s remit .
• Retention and overhang: RSUs vest over three years, and PSUs over a three-year cycle with a TSR modifier; combined with ownership guidelines and anti-hedging/pledging rules, near-term selling pressure is moderated by policy and structure, though vesting milestones can still create episodic supply .
• Execution risk: Recent PSU overachievement reflects strong enterprise performance; sustaining EBITDA/FCF momentum and accelerating AMS/DRS growth across European markets will be key levers for Gabay’s mandate .
• Governance support: Strong say‑on‑pay outcomes and robust guardrails (clawbacks, double‑trigger CIC, no options repricing) reduce governance risk and support investor confidence in incentive design .

Key disclosures specific to Gabay (role change and ownership) come from the April 3, 2025 8‑K and his April 23, 2025 Form 3; compensation specifics for Gabay were not in the FY2024 Proxy as he was not an NEO in that period. **[78890_0000078890-25-000110_bco-20250331.htm:1]**  **[78890_0001104659-25-026390_tm252318-2_def14a.htm:35]**