Michael Herling
BRINKSAbout Michael J. Herling
Independent Chairman of the Board at The Brink’s Company (BCO), age 67, serving on the Board since 2009. Previously Chairman (2016–2022) and Lead Independent Director (May 2022–May 2023); currently non‑executive Chairman with defined responsibilities over agendas, executive sessions, CEO evaluation, and shareholder communication . Founding partner at Finn Dixon & Herling LLP since 1987, with deep legal expertise in corporate governance, M&A and financing; Chairman Emeritus of the Board of Trustees of Colgate University . The Board affirmatively determined he is independent under NYSE standards; all standing committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Brink’s Company | Chairman of the Board | 2016–2022 | Led Board; governance and strategy oversight |
| The Brink’s Company | Lead Independent Director | May 2022–May 2023 | Facilitated independent director sessions and CEO feedback |
| Finn Dixon & Herling LLP | Founding Partner | 1987–Present | Corporate/transactional counsel; governance, audit, compensation expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colgate University | Chairman Emeritus, Board of Trustees | Not disclosed (current status) | Non‑profit governance leadership |
Board Governance
- Committee memberships: Compensation & Human Capital Committee (member); Corporate Governance & Nominating Committee (member) .
- Board leadership: Non‑executive Chairman; responsibilities include presiding over Board/shareholder meetings, calling executive sessions, agenda-setting, CEO evaluation, and shareholder communications .
- Independence and structure: Board nominees 89% independent; all standing committees 100% independent . Herling is independent .
- Attendance: Board met 5 times in 2024; all incumbent directors attended ≥75% of Board/committee meetings and all attended the 2024 Annual Meeting .
- Committee workload context: 2024 meetings — Audit & Ethics (7), Compensation & Human Capital (5), Corporate Governance (4), Finance (5) .
Fixed Compensation
| Element | 2024 Value | Detail |
|---|---|---|
| Annual Board Cash Retainer | $85,000 | Paid in cash |
| Non‑Executive Chairman Fee | $125,000 | 50% cash, 50% Common Stock |
| Committee Chair Retainers | $25,000 Audit; $20,000 Compensation; $15,000 Governance/Finance | Paid in cash |
| Committee Member Retainers | $12,500 Audit; $10,000 Compensation; $7,500 Governance/Finance | Paid in cash |
| Special Meeting Fees (if >5 extra) | $1,750 in‑person; $1,500 telephonic | As applicable |
2024 actual compensation for Herling:
| 2024 Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 165,000 |
| Stock Awards | 212,421 (includes DSUs and Chairman stock portion) |
| All Other Compensation | 14,605 (includes $10,000 matching gift; $4,605 meeting-related perquisites) |
| Total | 392,026 |
Performance Compensation
- Equity grant structure: Annual Deferred Stock Units (DSUs) of $150,000 grant-date fair value; DSUs vest and settle one-for-one in Common Stock on the first anniversary; forfeited if the director leaves before vesting .
- 2024 DSUs granted to Herling: 1,705 DSUs; grant-date fair value $149,921 (valued at May 2, 2024 NYSE close) .
- Plan limit: Combined director cash + equity awards may not exceed $750,000 grant-date value per fiscal year (excluding deferral arrangements and dividends) .
- Options: Not granted to directors under current practice; no option repricing/exchanges .
| Equity Award Feature | Term |
|---|---|
| DSUs (2024) — Herling | 1,705 units; $149,921 grant-date value; vests/settles at 1-year |
| Annual DSU Program (standard) | $150,000; 1-year vest; settled in stock |
| Director Equity Award Cap | $750,000 per fiscal year (grant-date) |
Note: Director compensation is time-based; no disclosed performance metrics (TSR/EBITDA) apply to director awards .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Notes |
|---|---|---|---|
| Colgate University | Non‑profit | Chairman Emeritus | Governance leadership |
| Other public company boards | — | — | None disclosed for Herling |
- Overboarding policy: Non‑employee directors may serve on no more than three other public company boards (excluding Brink’s) .
- Related-party transactions: None identified in 2024; Audit Committee oversees RPT approvals .
Expertise & Qualifications
- Corporate governance, compliance, risk oversight, audit, executive compensation; significant legal/regulatory experience from his law practice; boardroom leadership .
- Board emphasizes continuing director education (e.g., regulatory enforcement trends, AI risks) to enhance skills .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (as of Mar 3, 2025) | 23,754; <1% of outstanding |
| Other Units Owned (DSUs/deferrals/DSAP per table classification) | 20,194 |
| Total DSUs Credited (as of Dec 31, 2024) | 23,244 |
| DSAP Units Held | 5,927 |
| Shares acquirable within 60 days via unit settlement (subset) | 5,927 |
| Shares Outstanding (reference for % calc) | 43,140,100 |
Alignment policies:
- Director stock ownership guideline: 5x the annual Board cash retainer; must hold at least 50% of shares from vesting until guideline met .
- Prohibition on hedging and pledging by directors and executive officers .
Governance Assessment
-
Strengths:
- Independent Chairman with clearly defined duties enhances Board effectiveness and management oversight .
- Fully independent committees; robust board/committee evaluations; mandatory retirement; formal overboarding policy bolster governance quality .
- No related-person transactions in 2024; prohibition on hedging/pledging reinforces ownership alignment and reduces conflict risk .
- Strong shareholder support: 2024 say‑on‑pay approved by over 97% of votes, signaling investor confidence in compensation governance .
- Ongoing director education and cybersecurity/ERM oversight reflect responsive risk governance .
-
Watch items:
- Law firm partnership could create perceived conflicts; however, Company’s RPT policy and 2024 disclosure indicate none identified .
- Director compensation includes stock as part of Chairman fee (50%); while aligned, ensure compliance with 5x ownership guideline—status not disclosed in proxy .
- Attendance disclosed at “≥75%” threshold; continued monitoring of committee meeting participation recommended (Compensation/Governance committees met 5 and 4 times respectively in 2024) .
-
Overall assessment: Herling’s legal and governance background, long tenure, and current independent Chairman role support Board effectiveness and investor confidence, with structured safeguards against conflicts and clear alignment policies .