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BRINKS CO : Change in Directors or Principal Officers, Other Events (form 8-K)

08/03/2021 | 04:49pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

                   Appointment of Certain Officers; Compensatory Arrangements of Certain

On August 3, 2021, The Brink's Company (the "Company") announced that Mark Eubanks, age 49, will join the Company on September 7, 2021, as Executive Vice President and Chief Operating Officer.

Mr. Eubanks most recently served as President, Europe, Middle East and Africa
for Otis Worldwide Corporation, the leading elevator and escalator
manufacturing, installation and service company, from April 2019 to September
2020. Prior to that, he was Group President, Electrical Products, for Eaton
Corporation, a global power management company, from 2015 to 2019. Mr. Eubanks
has a Bachelor of Science degree from the University of Florida and a Master of
Business Administration degree from Emory University.

In connection with Mr. Eubanks' employment commencing on September 7, 2021 and
in anticipation of the Company's Board of Directors (the "Board") appointing Mr.
Eubanks as Executive Vice President and Chief Operating Officer, the Company and
Mr. Eubanks entered into an offer letter, dated July 2, 2021 (the "Hire Date"),
which provides for the following compensation and benefits:

Annual Base Salary       $700,000, subject to annual review after 2021 by the Compensation and
                         Benefits Committee of the Board (the "Compensation Committee").
Annual Bonus             Participation for 2021 in the Brink's Incentive Plan (the "BIP") with a
                         target of 100% of 2021 earned base salary, with the actual payout
                         ranging from 0% to 200% of target, subject to a maximum of 200% of 2021
                         earned base salary. The 2021 bonus payment will be prorated based on
                         completed months of performance through December 31, 2021.
                         For 2022 and later, as determined by the

Compensation Committee pursuant

                         to the BIP, participation in the BIP with an 

expected maximum of 200% of

                         the target.

Long-Term Incentive Eligibility for equity awards consistent with those granted to other Awards

                   senior executives of Company in respect of 2021, 

with a target long-term

                         incentive opportunity of $2.1 million ("2021 

LTI"). These awards will

                         consist of the following, subject to the approval of the Compensation
                         a.50% of the 2021 LTI composed of restricted stock units ("RSUs"), which
                         shall vest in three equal annual installments; and
                         b.50% of the 2021 LTI composed of internal metric performance share
                         units ("PSUs"), which vest on February 24, 2024

based on achievement of

                         the performance targets for the other named executive officers
                         previously approved by the Committee in February 2021.
                         Following 2021, and for each fiscal year

thereafter, Mr. Eubanks will be

                         eligible for long-term incentive award 

opportunities to be determined by

                         the Compensation Committee.

Employee Benefits         Mr. Eubanks will be eligible for the following employee benefits:
                          a.Employee benefits and fringe benefits on the same basis as other
                          senior executives of the Company; and
                          b.Relocation assistance pursuant to the Company's relocation policy up
                          to $150,000, as well as a taxable, temporary

housing reimbursement of up

                          to $5,000 per month for the 12-month period from the Hire Date.
Termination and Change in Mr. Eubanks will be eligible to participate in the Company's Severance
Control Benefits          Pay Plan as a Tier 2 Participant. In addition, Mr. Eubanks will receive
                          an enhanced severance benefit as described below.
                          In the event of a termination without cause (as 

defined in the Severance

                          Pay Plan) or for good reason (as defined in the 

Severance Pay Plan, but

                          modified to include the Board's failure to 

appoint Mr. Eubanks as the

                          Company's Chief Executive Officer) during the 

first nine calendar months

                          of employment with the Company, Mr. Eubanks will receive the Severance
                          Pay Benefits, and
                          a.The PSUs granted as part of the 2021 LTI will become fully and
                          immediately vested and deemed earned at the target level; and
                          b.The RSUs granted as a part of the 2021 LTI will vest in full on the
                          one-year anniversary of the grant date of the 2021 LTI.
                          Mr. Eubanks will be eligible to receive this

enhanced severance benefit

                          for a period that ends 60 days after the conclusion of the ninth
                          calendar month of his employment.
                          Pursuant to the terms of the offer letter, it is expected that the
                          Company will enter into a change in control

agreement with Mr. Eubanks

                          on terms consistent with the change in control agreements with the
                          Company's other executive officers, other than the Company's Chief
                          Executive Officer, as described in the Current Report on Form 8-K the
                          Company filed with the Securities and Exchange Commission on March 9,

                            Item 8.01   Other Events.

  On August 3, 2021, the Company issued a press release related to Mr. Eubanks'
appointment. A copy of the press release is attached as Exhibit 99.1 and
incorporated by reference into this Current Report on Form 8-K.
Item 9.01                 Financial Statements and Exhibits.

(d)        Exhibits

           99.1             Press Release, dated August 3, 2021, issued by The Brink's Company

           104            Cover Page Interactive Data File (embedded within

the Inline XBRL document)


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