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