Brink : 2024 Proxy Statement

Notice of

2024

Annual Meeting and Proxy Statement

A Message from our CEO

March 18, 2024

To Our Shareholders:

Over the last year, we have certainly been busy. In 2023, we introduced our evolved strategy to grow Brink's by providing a superior customer experience and driving continuous improvement, through delivery on our four strategic pillars - Growth & Customer Loyalty, Innovation, Operational Excellence and Talent. This framework is critical to driving our strategic and operational transformation so that we outpace the evolving end markets, and we've already seen it contribute to significant progress in 2023.

Our management team and frontline employees around the world demonstrated a commitment to our strategy and delivering on our financial targets that was instrumental in delivering 2023 results. We drove growth in ATM managed services ("AMS") and digital retail solutions ("DRS") customer offerings while expanding profit

margins - reporting over $1 billion and 21% of full year revenue from AMS and DRS offerings - and we continue to see strong demand for these higher margin services. We also returned $210 million to our shareholders through our quarterly dividend and share repurchases in 2023.

In addition to continuing to make progress on delivery of our tech-enabled solutions, we also achieved several key milestones that will contribute to our long-term success, including expanding and refining our strategy deployment process and strengthening our balance sheet through record free cash flow performance in 2023. As always, it is important to remember that our financial results are built on a foundation of good governance, ethical transparency and commitments to our Code of Ethics and value of Integrity.

As we turn our attention to 2024, we remain committed to delivering on our strategic pillars. Several of our key focus areas include driving profitable growth and improving capital efficiency, winning customers, and creating a better employee experience. We also anticipate that the Brink's Business System will accelerate productivity and drive operational excellence.

Earlier this year, I challenged every leader at Brink's to embrace our transformation as an opportunity to think and act boldly. I am confident that we have the right leadership team and strategy to deliver an exceptional 2024. As we look ahead, we remain focused on value creation, which we expect to be powered by our ongoing momentum and continued execution in each of our strategic pillars.

On behalf of all of us at Brink's, we thank you for your continued support. We are excited about the future and look forward to seeing you at the Annual Meeting.

Sincerely,

Mark Eubanks

President & CEO

Mark Eubanks

President and

Chief Executive Officer

"Earlier this year, I challenged every leader at Brink's to embrace our transformation as an opportunity to think and act boldly. I am confident that we have the right leadership team and strategy to deliver an exceptional 2024. As we look ahead, we remain focused on value creation, which we expect to be powered by our ongoing momentum and continued execution in each of our strategic pillars."

A Message from our Chairman

March 18, 2024

To Our Shareholders:

On behalf of the entire Board of Directors, I want to thank you for your support of Brink's. We are pleased to invite you to attend our Annual Meeting of Shareholders on Thursday, May 2, 2024 at the Hotel Vin in Grapevine, Texas.

Last year, following the retirement of Doug Pertz as a director and the Board's Executive Chairman, the Board returned to a non-executive Chairman leadership structure and I resumed my role as the independent Chairman of the Board. With the 2024 Annual Meeting quickly approaching, it is once again my distinct privilege as your Chairman to reflect upon the past year and update you on some of the priorities of the Board of Directors.

I am proud of the commitment of the Board of Directors - our role as an independent Board is to oversee our corporate activities and risk management to advance the interest of all stakeholders, including our shareholders. Our Board is comprised of a group of highly qualified individuals who bring a diversity of experiences and perspectives to our deliberations.

Moreover, consistent with Brink's value of Continuous Improvement, we are always looking for opportunities to enhance our skill sets. In 2023, the Board made a decision to enhance its approach to director education. While we have always encouraged our fellow directors to participate in continuing education opportunities, we also recognize the importance of strengthening our directors' subject matter expertise on complex and fast-developing topics that affect Brink's. In early 2024, the Company launched a new continuing director education program that offers tailored programming on relevant topics to the Company's business and strategy, delivered by both external and internal subject matter experts. We believe this program will provide a broader context for key Board oversight topics, deepen understanding and encourage more robust discussion among directors and between directors and management.

One of the Board's oversight responsibilities is oversight of the Company's Sustainability Program. In 2023, Brink's continued to sharpen its focus on sustainability, which includes, among other important work, driving social good. Brink's has an obligation to its shareholders, employees and customers, but it also plays a critical role in the lives of so many people around the world - the global movement of cash helps ensure its reliability and resilience as a payment method. Brink's helps enable commerce by keeping cash moving, so that it remains accessible, which is a responsibility the company does not take lightly. As Mark mentioned in his letter, execution of the Company's strategy remains a priority for the Board and management. By aligning our sustainability priorities with our strategic priorities, we see an opportunity to positively impact our society in a way that enhances profitable growth.

Michael J. Herling

Chairman

"I am proud of the commitment of the Board of Directors - our role as an independent Board is to oversee our corporate activities and risk management to advance the interest of all stakeholders, including our shareholders. Our Board is comprised of a group of highly qualified individuals who bring a diversity of experiences and perspectives to our deliberations."

We as a Board are keenly focused on our role as stewards of your investment. To that end, we continue to engage with management on - and hold management accountable for - creating long-term value for you, our shareholders. Our relationship with management is one that emphasizes thoughtful debate, excellence, candor and a strong commitment to work together to deliver results.

Since becoming CEO, Mark Eubanks has developed a strategy for Brink's that focuses on growth through improved customer experience and operational excellence, a more robust talent agenda and an explicit capital allocation framework. He has also been focused on leading an investment cycle process, as well as further enhancing Brink's global safety and compliance programs. I continue to be confident about the Company's future, particularly with Mark and his Executive Leadership Team at the helm. It is an exciting time of transformation at the Company, and management, with our oversight, remains committed to delivering long-term results to you.

Your vote at the Annual Meeting is important. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible. There are several ways to vote prior to the Annual Meeting. You can vote online or by phone by following the instructions on the enclosed proxy, or you can complete, sign, date and return the enclosed proxy in the envelope provided.

We look forward to seeing you at the Annual Meeting. Thank you for your continued support of and confidence in Brink's.

Sincerely,

Michael J. Herling

Chairman

Notice of Annual Meeting of

Shareholders

When	Where	Record Date
May 2, 2024	Hotel Vin	Close of business on
10:00 a.m., local time	215 E. Dallas Road	March 4, 2024
	Grapevine, TX 76051

Proposals

• To elect as directors the nine nominees to the Board of Directors named in the accompanying Proxy Statement, for terms expiring in 2025.
• To approve an advisory resolution on named executive officer compensation.
• To approve the Company's 2024 Equity Incentive Plan.
• To approve the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

We will transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Voting

QR Code.

Scan this code with a smart phone or tablet to vote 24/7

Telephone.

Registered owners in the U.S. or Canada dial toll-free 24/7 1-800-690-6903

Internet.

www.proxyvote.com

Mail.

Sign and date the enclosed proxy card and return in the envelope provided

At the Meeting.

Attend the meeting to vote in person

This Proxy Statement and the accompanying form of proxy and annual report to shareholders are being mailed to shareholders of record as of the close of business on March 4, 2024, commencing on or about March 18, 2024. To view this Proxy Statement, form of proxy and annual report to shareholders, go to http://investors.brinks.com/annual-meeting.

Please note that brokers may not vote your shares on the election of directors, the advisory vote on named executive officer compensation or the Company's 2024 Equity Incentive Plan in the absence of your specific instructions as to how to vote, so it is important that you vote.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD OR VOTE BY TELEPHONE OR ON THE INTERNET. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

Lindsay K. Blackwood

Secretary

March 18, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SHAREHOLDER MEETING TO BE HELD ON MAY 2, 2024.

The Proxy Statement and annual report to shareholders are available at:

http://investors.brinks.com/annual-meeting

Table of Contents

Proxy Summary	1
About the Meeting	1
Voting	1
Proposals and Board Recommendations	2
2023 in Review	2
Corporate Governance Highlights	3
Board Nominees	4
Our Sustainability Program	5
Board Nominee Composition	8
Board Nominee Experience, Qualifications and Skills	9
2023 "Say on Pay" Results and Shareholder Engagement	10
Executive Compensation Highlights	11

Corporate Governance	14
Board Leadership Structure	14
Role of the Board of Directors	15
Board Independence	17
Executive Sessions	18
Meeting Attendance	18
Committees of the Board	18
Director Nominating Process	20
Resignation and Retirement	21
Outside Directorships and Committee Assignments	22
Board Evaluations	22
Policy and Process for Approval of Related Person Transactions	22
Communications with Non-Management Members of the Board of Directors	23
Political Contributions	23
Proposal No. 1: Election of Directors	24
Proposal No. 2: Advisory Resolution to Approve Named Executive Officer
Compensation	28
Compensation Discussion and Analysis	29
Executive Summary	30
Compensation Philosophy and Governance Practices	33
Executive Compensation Program Components for 2023	35
Process for Setting Executive Compensation	36
Factors Considered in Making Compensation Decisions	37
2023 Compensation Decisions by Component	39
Benefits	48
Severance Play Plan	49
Change in Control Plan	49
Clawback Policies	50
Stock Ownership Guidelines and Prohibition Against Hedging and Pledging	50

Compensation and Human Capital Committee Report	51
Executive Compensation Tables	52
Summary Compensation Table	52
2023 Grants of Plan-Based Awards Table	54
Outstanding Equity Awards at Fiscal Year-End 2023 Table	56
2023 Option Exercises and Stock Vested Table	58
2023 Non-qualified Deferred Compensation Table	58
Potential Payments Upon Termination or Change in Control	61
CEO Pay Ratio for 2023	68
Pay Versus Performance	70
Director Compensation	75
Stock Ownership	79
Directors and Officers	79
Certain Beneficial Owners	81
Delinquent Section 16(a) Reports	81
Proposal No. 3: Approval of the Company's 2024 Equity Incentive Plan	82
Proposal No. 4: Approval of the Selection of Independent Registered Public
Accounting Firm	96
Audit and Ethics Committee Report	98
Questions and Answers About the Annual Meeting	99
Shareholder Reference Information	102
Voluntary Electronic Delivery of Proxy Materials	104
Appendix A	A-1
Appendix B	B-1
Appendix C	C-1

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential" or "continue," or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect our actual results, levels of activity, performance or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024, in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement in this Proxy Statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by law.

Proxy Summary

The Brink's Company's ("Brink's" or the "Company") proxy statement (this "Proxy Statement") has been prepared in connection with the Company's 2024 Annual Meeting of Shareholders (the "Annual Meeting"). This Proxy Statement and the accompanying form of proxy and Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report") are being mailed to shareholders of record as of the close of business on March 4, 2024, commencing on or about March 18, 2024. To help you review this Proxy Statement, we have summarized several key topics in this Proxy Summary. The following description is only a summary and does not contain all of the information that you should consider in voting your shares. For more complete information, please review the complete Proxy Statement and the 2023 Annual Report. This Proxy Statement and the 2023 Annual Report are available at: http://investors.brinks.com/annual-meeting.

About the Meeting

	Date and Time			Record Date
	Thursday, May 2, 2024			March 4, 2024
	at 10:00 a.m., local time
	Place			Voting
	Hotel Vin			QR Code	Mail
	215 E. Dallas Road			Telephone	At the Meeting
	Grapevine, TX 76051			Internet

Voting

QR Code

Scan this code with a smart phone or tablet to vote 24/7

Telephone

Registered owners in the U.S. or Canada dial toll-free 24/7 1-800-690-6903

Internet

proxyvote.com

At the Meeting

Shareholders as of March 4, 2024 can vote in person at the Annual Meeting with the control number included in the enclosed proxy card; see "How do I vote at the Annual Meeting?" on page 99

Mail

Sign and date the enclosed proxy card and return in the envelope provided

1

Proposals and Board Recommendations

		Board's Voting	Page
Proposal	Recommendation	Reference
1	Election of directors named in this Proxy Statement for one-year terms expiring	FOR	24
in 2025	Each Director Nominee
2	Approval of an advisory resolution on named executive officer compensation	FOR	28
3	Approval of the Company's 2024 Equity Incentive Plan	FOR	82
4	Approval of the selection of KPMG LLP as the Company's independent	FOR	96
registered public accounting firm for the fiscal year ending December 31, 2024

2023 in Review

Brink's is a leading global provider of cash and valuables management, digital retail solutions, or "DRS," and ATM managed services, or "AMS." Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our network of operations in 52 countries serves customers in more than 100 countries. A significant portion of our business is conducted internationally, with approximately 70% of our revenues earned outside the United States.

Key 2023 Full-Year Financial Results

2023 REVENUE*

(NON-GAAP)

$4.9B

+ 7%

($4.5B in 2022)

2023 ADJUSTED EBITDA*

(NON-GAAP)

$867M

+10%

($788M in 2022)

2023 EPS*

(NON-GAAP)

$7.35

+23%

($5.99 in 2022)

2023 FREE CASH FLOW*

(NON-GAAP)

$393M

+93%

($203M in 2022)

In 2023, we delivered $4.875 billion of revenue, $88 million of GAAP net income, $867 million of non-GAAP adjusted EBITDA, $425 million of GAAP operating profit (8.7% margin), $615 million of non-GAAP operating profit (12.6% margin), $702 million of GAAP net cash from operations and $393 million of non-GAAP free cash flow before dividends.* GAAP earnings per share ("EPS") was $1.83 per share and non-GAAP EPS grew to $7.35 per share.* Revenue growth included 21% organic growth in DRS and AMS, which are key strategic focus areas for the Company. During 2023, the Company saw meaningful progress executing its strategy, including growth in high-margin services, increasing productivity through the Brink's Business System and disciplined execution against the Company's capital allocation priorities. These financial metrics are monitored by management and the Board of Directors (the "Board") and reported to shareholders, and certain of these metrics are used in determining compensation for the named executive officers ("NEOs").

2	2024 Proxy Statement

• These non-GAAP financial measures are not presented in accordance with GAAP. See Appendix A of this Proxy Statement and pages 35 to 37 of the 2023 Annual Report for a reconciliation of non-GAAP operating profit, non-GAAP operating profit margin and non-GAAP EPS to the most directly comparable GAAP financial measure. See Appendix A of this Proxy Statement for a reconciliation of non-GAAP adjusted EBITDA and free cash flow before dividends to the most directly comparable GAAP financial measures. There is no difference between GAAP and non-GAAP revenues.

Corporate Governance Highlights

Brink's is committed to maintaining a strong ethical culture and adhering to robust governance practices that the Board has determined are in the best interests of the Company and our shareholders. These practices include:

Board Structure and	◾	Separate Chief Executive Officer ("CEO")	◾ Standing Board committees are 100%
Independence		and Chairman of the Board		independent
	◾	89% of director nominees are independent	◾ Director nominees have an average tenure of
	◾	Independent directors hold executive		6.9 years of service on the Board
		sessions regularly and the Chairman of the
		Board communicates any concerns to the
		CEO or management
Board Oversight	◾	Proactive, comprehensive and strategic	◾	Direct oversight of:
		succession plan for the CEO and other		◾	Corporate strategy;
		senior executives, including the NEOs
			◾ Risk management, including the
	◾ Annual dedicated Board meeting focused on
			Company's enterprise risk management
		long-term Company strategy discussions
				("ERM") program and cybersecurity; and
				◾	Our Sustainability Program
Board Effectiveness	◾	Annual Board, committee and individual	◾ Thoughtful Board succession process to
		performance evaluations with periodic use of		ensure the Board remains aligned with the
		an external facilitator		needs of the Company as it evolves
	◾	Multiple "audit committee financial experts"	◾ Mandatory retirement age policy with no
	◾	Robust orientation program for new directors		waivers or exceptions
		with Board leadership and senior	◾	Formal overboarding policy
		management
Shareholder Rights	◾	All directors elected annually	◾ Shareholders holding at least 20% of our
and Engagement	◾	Majority vote standard for uncontested		outstanding common stock ("Common
		Stock") may call a special meeting
		elections of directors
	◾	Annual shareholder advisory vote on NEO	◾ Regular shareholder engagement on a
		variety of topics, including governance,
		compensation
			executive compensation and ESG matters
	◾	Proxy access rights(1)
	◾ No shareholder rights plan (poison pill)
New in 2023	◾	Published the Company's 2022 Sustainability Report in July 2023, disclosing Scope 1 and
		Scope 2 emissions for 10 countries, representing over 72% of the Company's total revenue in
		2022

1. • Developed a continuing education series for our directors consisting of a regular schedule of external and internal subject matter experts, presenting on relevant topics designed to enhance our directors' understanding of complex or fast-developing subject areas, implemented in early 2024
2. For a description of the criteria, see "Shareholder Reference Information" on page 102.

3