Susan Docherty

About Susan E. Docherty

Susan E. Docherty, 62, has served on The Brink’s Company board since 2014. She is an independent director with dual Canada/U.S. citizenship and is Chair of the Compensation & Human Capital Committee and a member of the Finance & Business Development Committee. Her career spans CEO roles at ElectraMeccanica Vehicles and Canyon Ranch, and senior leadership positions at General Motors across Europe and U.S. sales and marketing .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Ms. Docherty was independent in 2024 under NYSE standards; all standing committees are fully independent .
• Committee assignments: Chair, Compensation & Human Capital Committee (5 meetings in 2024); Member, Finance & Business Development Committee (5 meetings in 2024) .
• Attendance: The Board met five times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings and all directors attended the 2024 Annual Meeting .
• Election support (2025 Annual Meeting): For 38,909,924; Against 544,727; Abstain 11,439; Broker non-votes 1,813,201 .
• Related-party transactions: None identified in 2024; policy requires Audit Committee review/approval of any items >$120,000 involving related persons .

Fixed Compensation

• Special meeting fees are only paid if meetings exceed plan thresholds ($1,750 in-person; $1,500 telephonic); no director-specific disclosure for Ms. Docherty .

Performance Compensation

• Program cap: combined director cash + equity may not exceed $750,000 grant-date value per fiscal year (excluding certain deferrals/dividends) .
• Directors can elect deferral of retainers/fees/equity under the Deferral Plan and receive distributions per plan elections .

Other Directorships & Interlocks

• Overboarding policy: Non-employee directors may not serve on more than three other public company boards (besides Brink’s); Corporate Governance Committee must approve any new outside board or committee roles to manage conflicts/time commitments .

Expertise & Qualifications

• Executive leadership across automotive, wellness, and EV micromobility; extensive international operations and commercial leadership experience .
• Focus areas aligned to Brink’s needs: human capital management, consumer sales/marketing, and M&A execution .
• Board skills matrix places emphasis on finance, risk, global operations, strategy/M&A, sales/marketing, industry relevance, legal/compliance, governance, and HCM across nominees; Ms. Docherty highlighted in relevant areas through her biography .

Equity Ownership

• Hedging/pledging: Company policy prohibits directors from hedging or pledging Company securities; trading windows and pre-clearance requirements apply .
• Director stock ownership guideline: 5x annual cash retainer; until met, directors must hold at least 50% of shares acquired via vesting .

Governance Assessment

• Positive signals:
  • Strong shareholder support: 2025 director election “For” votes materially exceeded “Against/Abstain”; 2024 Say-on-Pay approved with >97% support, indicating investor alignment with compensation oversight she chairs .
  • Committee leadership: As Compensation Committee Chair, she oversees pay-for-performance design using non-GAAP operating profit, revenue, AMS/DRS revenue, FCF in annual incentives, and 3-year adjusted EBITDA with relative TSR modifiers for LTI—robust, multi-metric framework with caps and clawbacks .
  • Independence and ethics: Independent status confirmed; no related-person transactions; strong policies against hedging/pledging; clawback policies in place for executives; formal overboarding limits and director evaluation processes .
  • Ownership alignment: DSU grants and director ownership guidelines drive skin-in-the-game and long-term alignment .
• Watch items:
  • Time commitments: While current outside roles are limited (one private-company board), continued monitoring under revised overboarding policy helps ensure bandwidth as Compensation Chair .
  • Director equity is time-based (no performance conditions); investors may prefer performance-linked director equity, though this is uncommon and Brink’s aligns director equity with retention/ownership rather than performance goals .

Director Compensation Detail (Program Context)

Say-on-Pay & Shareholder Feedback

Committee Operations & Compensation Consultant

• The Compensation Committee met five times in 2024 and retains FW Cook as independent advisor; FW Cook services included market analyses, peer group review, grant value assessments, trend/regulatory updates, and disclosure support; Compensation Committee evaluated and confirmed FW Cook independence and absence of conflicts .

Related Party Transactions & Policies

• RPT policy aligned with Item 404 of Regulation S-K; Audit Committee reviews/approves transactions >$120,000 where related persons have a material interest; none identified in 2024 .

Director Election Votes (2025)

Meeting Attendance

Notes on Director Equity & Ownership

• 2024 DSUs credited and total DSUs held by each non-employee director are disclosed; Ms. Docherty: 1,705 granted in 2024; total DSUs held 1,705 as of Dec 31, 2024 .
• Beneficial ownership as of March 3, 2025: Ms. Docherty beneficially owns 16,829 shares; percent of class <1% .

RED FLAGS

• None disclosed for Ms. Docherty: no related-party transactions, no hedging/pledging permitted, strong election and say-on-pay support, and independent status maintained .