Timothy Tynan
BRINKSAbout Timothy J. Tynan
Timothy J. Tynan (age 65) has served as an independent director of The Brink’s Company since 2021. He is a payments and fintech operator currently serving as CEO of Chargeback Gurus (since October 2022), and previously was CEO of Banc of America Merchant Services (BAMS) from 2014 to 2021, with senior leadership roles at Citigroup (2001–2014) and earlier executive roles at IBM. Education details are not disclosed. His core credentials center on merchant payments processing, business integration and technology, financial reporting, HR operations, procurement, and regulatory compliance, with deep banking/fintech and digital payments experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banc of America Merchant Services LLC (BAMS) | Chief Executive Officer | May 2014 – Feb 2021 | Led one of the largest U.S. payments processors (JV of Bank of America and Fiserv) . |
| Citigroup | COO of Global Transaction Banking; Global Head of Shared Business Services; Managing Director/Regional Head (Tokyo) for Treasury, Trade & Securities Services; Executive Officer of Citibank Japan Ltd. | 2001 – 2014 | Operations, shared services, regional leadership and regulatory oversight in Japan . |
| IBM | Various executive leadership roles in sales & marketing, product development, service, and client relationship management | Not disclosed | Technology and client leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chargeback Gurus (Falfurrias Capital portfolio) | Chief Executive Officer; Director | Oct 2022 – present | Risk mitigation, chargeback prevention/recovery for e-commerce payments . |
| Engage Fi (Falfurrias Capital portfolio) | Director | Not disclosed | Consulting to credit unions/community banks . |
| Falfurrias Capital Partners | Senior Advisor | Not disclosed | Advisory to portfolio companies; private firm (not a public directorship) . |
Board Governance
- Independence: The Board affirmatively determined Mr. Tynan was independent in 2024 under NYSE standards and the company’s categorical standards; all standing committees are composed solely of independent directors .
- Committee memberships: Compensation & Human Capital Committee (member); Finance & Business Development Committee (member). The Compensation Committee met 5 times in 2024; the Finance Committee met 5 times .
- Attendance and engagement: The Board met 5 times in 2024; all incumbent directors attended at least 75% of meetings of the Board and their committees. All directors attended the 2024 Annual Meeting .
- Board leadership: Independent non-executive Chairman (Michael J. Herling) presides and leads executive sessions; independent directors meet regularly without management .
- Overboarding policy: Non-employee directors may not serve on more than three other public company boards besides Brink’s; additional external boards/committee assignments require Corporate Governance Committee review and approval .
- Related-party/transactions: The Audit Committee oversees a formal Related Person Transactions Policy; no related person transactions identified in 2024 .
Fixed Compensation (Director 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (cash) | 85,000 | Standard non-employee director cash retainer . |
| Committee membership fees | 17,500 | Compensation Committee (non-chair): $10,000; Finance Committee (non-chair): $7,500 . |
| Total cash fees earned | 102,500 | Matches director compensation table . |
| Equity – DSUs (grant date fair value) | 149,921 | 1,705 DSUs granted in 2024; DSUs vest and settle 1:1 in common stock on first anniversary . |
| All other compensation | 16,493 | $10,000 charitable match; ~$6,493 board meeting/spousal travel perquisites . |
| Total 2024 director compensation | 268,914 | Sum of components . |
Additional structural elements:
- Meeting fees: Special meeting fees apply if >5 additional meetings (in-person $1,750; telephonic $1,500) .
- Chairman fee (not applicable to Tynan): $125,000 (50% cash/50% stock) .
- Director stock ownership guideline: 5× annual board cash retainer; until met, directors must hold at least 50% of shares from equity vesting .
Performance Compensation
- No performance-based equity is disclosed for non-employee directors; annual director equity is granted as DSUs that time-vest and settle in stock on the first anniversary of grant .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Considerations |
|---|---|---|---|
| Chargeback Gurus | Private | CEO/Director | Payments services provider; no Brink’s-related related-party transactions disclosed in 2024 . |
| Engage Fi | Private | Director | Advisory to financial institutions; no conflicted transactions disclosed . |
| Falfurrias Capital Partners | Private | Senior Advisor | PE sponsor to above companies; the company’s RPT policy and 2024 disclosure indicate no related party transactions . |
Expertise & Qualifications
- Banking/fintech and digital payments leadership (BAMS CEO; Chargeback Gurus CEO), merchant acquiring, and risk mitigation. Brings experience in business integration, technology, financial reporting, HR operations, procurement, and regulatory compliance .
- Committee-relevant expertise for Compensation & Human Capital and Finance oversight, aligning with board-defined competency areas in corporate governance, human capital, finance, risk management, and relevant industries (financial services/fintech) .
Equity Ownership
| Item | Quantity | Notes |
|---|---|---|
| Beneficially owned common shares | 9,052 | <1% of class; percent-of-class shown as “*” in proxy . |
| DSUs held (aggregate, as of 12/31/2024) | 8,085 | Accumulated director DSUs . |
| DSUs granted in 2024 | 1,705 | Grant date fair value $149,921 . |
| Shares/units acquirable within 60 days | 1,172 | From DSAP/deferral/RSU settlement eligibility per proxy footnote . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging by directors . |
| Director ownership guideline | 5× cash retainer | Compliance reviewed annually by Corporate Governance Committee . |
Governance Assessment
- Board effectiveness and independence: Independent director serving on two key committees (Compensation and Finance) with strong fintech/payments operating background; Board and all standing committees are independent, with regular executive sessions and an independent Chairman .
- Alignment signals: Director pay structure combines cash retainer, committee fees, and DSUs that settle in stock, supporting ownership alignment; hedging/pledging is prohibited; stock ownership guidelines at 5× retainer, reviewed annually .
- Engagement and attendance: Board met 5 times in 2024; all directors met at least the 75% attendance threshold and attended the annual meeting, indicating baseline engagement .
- Compensation governance: As a Compensation Committee member, he operates within a framework using an independent consultant (FW Cook) and robust pay-for-performance philosophy; Say-on-Pay supported by over 97% of votes at the 2024 meeting, signaling shareholder support for pay practices .
- Conflicts/related party: No related person transactions identified in 2024; overboarding constraints and pre-approval for new external boards mitigate time-commitment and conflict risks. Given his concurrent CEO role at Chargeback Gurus, monitoring potential time commitments and any future business relationships remains prudent, though none are disclosed as related party .