UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

The Brink’s Company
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

The Brink’s Company
1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100

March 20, 2017

To Our Shareholders:

On behalf of the Board of Directors, we invite you to attend the annual meeting of shareholders of The Brink’s Company on Friday, May 5, 2017 at 10:00 a.m. local time at the offices of Troutman Sanders LLP, 1001 Haxall Point, 15^th floor, Richmond, Virginia.

There have been significant changes at Brink’s over the past year. Since our 2016 shareholder meeting we have assembled a new leadership team and announced strategic goals to drive sustainable long-term value creation for our shareholders. We’ve also continued to enhance our governance and compensation programs, separating the roles of Chairman and Chief Executive Officer, implementing a right for shareholders to call special meetings, and approving changes to our executive compensation program to better align pay and performance through awards of annual and long-term incentives that balance management performance and the shareholder experience.

As you review the proxy statement, you will see references to our strong financial performance in 2016. We reported full year Operating Profit on a GAAP basis of $144 million (vs. $57 million in 2015) and full year non-GAAP Operating Profit of $207 million, compared to $157 million in 2015. Our Operating Margin Rate on a GAAP basis was 4.8% (vs. 1.8% in 2015) and on a non-GAAP basis was 7.1% (vs. 5.3% in 2015). Earnings per share was $0.72 on a GAAP basis and $2.24 on a non-GAAP basis. We are pleased that our shareholders experienced stock price appreciation of 43% during 2016. We enter 2017 with strong momentum and a solid plan to unlock the value in our company through a combination of operational improvements and breakthrough initiatives, all with an unwavering commitment to safety and security for our customers and employees.

Your vote at the annual shareholder meeting is important. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible. There are two ways to vote. You can complete, sign, date and return the enclosed proxy in the envelope provided or you can vote on the internet.

We look forward to seeing you at the annual meeting and thank you for your continued support.

Sincerely,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 2017

The annual meeting of shareholders of THE BRINK’S COMPANY will be held on May 5, 2017, at 10:00 a.m., local time, at the offices of Troutman Sanders LLP, 1001 Haxall Point, 15^th floor, Richmond, Virginia for the following purposes:

The close of business on March 2, 2017 has been fixed as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting. 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 2, 2017, commencing on or about March 24, 2017.

Please note that brokers may not vote your shares on the election of directors, the advisory vote on named executive officer compensation, the advisory vote on the frequency of advisory resolutions on named executive officer compensation, the approval of the Company’s Executive Incentive Plan or the approval of the Company’s 2017 Equity Incentive Plan, in the absence of your specific instructions as to how to 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 ON THE INTERNET. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

Lindsay K. Blackwood
Secretary

March 20, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON MAY 5, 2017.
   
The annual report to shareholders and proxy statement are available at:
http://www.brinks.com/2017annualmeetingmaterials. 

Table of Contents

To help you review The Brink’s Company’s (“Brink’s” or the “Company”) 2017 proxy statement, we have summarized several key topics below. The following description is only a summary. For more complete

information about these topics, please review the complete proxy statement and the Company’s 2016 Annual Report on Form 10-K.

2016 Highlights

Brink’s is a premier provider of secure logistics and security solutions, including cash-in-transit, ATM replenishment and maintenance, cash management services (including vault outsourcing, money processing and intelligent safe services), international transportation of valuables, and payment services to financial institutions, retailers, government agencies (including central banks), mints, jewelers and other commercial operations around the world. We serve customers in more than 100 countries and have approximately 60,700 employees worldwide. A significant portion of our business is conducted internationally, with approximately 75% of our $3 billion in revenues earned outside the United States.

Brink’s reported strong 2016 earnings that reflect price increases in Latin America and Brazil, improvements in the Payments business, and lower corporate expenses, which more than offset unfavorable currency and lower results in the U.S.

Following are key financial performance metrics that are monitored by management and the Board, reported to shareholders, and used in determining 2016 compensation for the named executive officers:

Executive Compensation Program

Our executive compensation program is structured to link compensation to Company and individual performance over the short- and long-term and to align the interests of executives and shareholders. We do this by using shares of the Company’s common stock (“Brink’s Common Stock”) and stock-based

awards in our incentive compensation programs and by maintaining robust executive stock ownership guidelines. Elements of compensation for Brink’s executives include base salary, annual incentives and long-term incentives.

Performance-Based and Variable Compensation in 2016

In 2016, performance-based compensation (which includes annualized annual incentives, Internal Metric PSUs, and Relative TSR PSUs) represented approximately 68% of total target compensation for the Chief Executive Officer and approximately 60% of

total target compensation (on average) for the Company’s other named executive officers, serving as of December 31, 2016, as illustrated below. See pages 37-38 for additional information about the long-term incentive awards.

2016 Compensation Decisions

In February 2016, the Compensation and Benefits Committee (the “Compensation Committee”) approved long-term incentive (“LTI”) awards of Internal Metric PSUs, Relative TSR PSUs, and RSUs to the Company’s named executive officers. Payouts of 2016 annual incentives to named executive officers were approved by the Compensation Committee in February 2017 ranging from 76 – 103% of target (depending on the named executive officer), reflecting corporate performance that was below the target level of the non-GAAP operating profit margin rate goal approved by the Compensation Committee. In February 2017, the Compensation Committee also

approved payouts for LTI awards granted in 2014, which consisted of PSUs, Market Share Units (“MSUs”) and RSUs. MSUs were paid out in shares of Brink’s Common Stock at 124% of target, reflecting stock price appreciation over the three-year period. PSUs were paid out in shares of Brink’s Common Stock at 200% of target, reflecting performance that exceeded both the target and maximum levels for the non-GAAP segment operating profit goal for the period beginning January 1, 2014 and ending December 31, 2016. These compensation decisions are more fully described in the Compensation Discussion and Analysis, beginning on page 26.

Corporate Governance

Brink’s is committed to good corporate governance and employs a number of practices that the Company’s Board of Directors (the “Board”) has

determined are in the best interest of the Company and our shareholders. Following are examples of those practices.

What We Do and Don’t Do:

We strive to employ good governance practices		Non-Executive Chairman—The Board annually appoints a Non-Executive Chairman of the Board to ensure the Board operates independently of management and that directors and shareholders have an independent leadership contact.
		Majority Vote Standard—A director must tender his or her resignation if his or her election receives less than a majority vote in an uncontested election.
		Executive Sessions—The independent members of the Board hold an executive session at each regular Board meeting.
		Say on Pay—We provide shareholders with an annual advisory vote on named executive officer compensation.
		Proxy Access—A shareholder, or group of up to 20 shareholders, who have continuously owned at least 3% of our outstanding common stock for 3 years or more may nominate and include in our proxy statement up to the greater of 2 director nominees or 20% of our Board.
		Special Meetings—Shareholders holding at least 20% of our outstanding common stock may call a special meeting.
Our compensation program is designed to align with shareholder interests		Pay for Performance—Our executive compensation program links compensation to Company and individual performance over both the short- and long-term.
		Stock Ownership Guidelines—We maintain robust stock ownership guidelines for the Chief Executive Officer and other executive officers.
		Double Trigger Accelerated Vesting—Equity awards are subject to a “double trigger” for accelerated vesting in the event of a change in control followed by termination of employment.
We strive to adhere to good executive compensation practices		Recoupment Policy—We maintain a recoupment policy for performance-based cash and equity-based incentive payments in the event of a financial restatement.
		Double Trigger Change in Control Agreements—We maintain change in control agreements that provide executives with benefits of up to two times the sum of salary and average annual bonus in the event of a change in control followed by termination of employment.
		Independent Compensation Consultant—The Compensation Committee retains an independent compensation consulting firm that provides no other services to the Company.
		No Tax Gross-ups and No Excessive Perquisites—There are no tax gross-ups and we provide limited perquisites to executive officers.
		No Hedging—Directors and executive officers are prohibited from engaging in hedging transactions with respect to Company securities.
		No Repricing of Underwater Stock Options—The Brink’s Company 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”), presented for approval by shareholders at the 2017 annual meeting, prohibits re-pricing of underwater stock options without shareholder approval. The predecessor plan, the 2013 Equity Incentive Plan also prohibited repricing of underwater stock options.

Voting Matters

Board Nominees

Recent Governance Changes

In January 2017, we amended our bylaws to allow a shareholder (or group of shareholders) owning 20% or more of Brink’s common stock to call a special meeting of shareholders.

In connection with the transition of the Chief Executive Officer role, in May 2016, we separated the roles of Chairman of the Board and Chief Executive Officer. We now have an independent member of our Board of directors, Michael J. Herling, who serves as the non-executive Chairman.

In March 2016, we amended our bylaws to implement proxy access. Any shareholder (or group of up to 20 shareholders) owning 3% or more of Brink’s common stock continuously for at least three years may nominate up to two individuals or 20% of the Board (whichever is greater) for election as directors, and require the Company to include such director nominees in our proxy statement if the shareholders and the nominees satisfy the requirements contained in our bylaws.

Shareholder Engagement

At last year’s annual meeting of shareholders, over 90% of votes cast approved the “say on pay” proposal regarding the compensation awarded to named executive officers. The Compensation Committee and the Board take into account the results of the “say on pay” vote as they consider the design of the executive compensation program and policies. There were no

changes made to the Company’s executive compensation program in direct response to the 2016 “say on pay” voting results. Management continues to engage in outreach to the Company’s shareholders to discuss governance and compensation policies and practices and emerging issues.

The mailing address of the principal executive office of the Company is 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100. Following are questions and answers regarding the annual meeting:

Why am I receiving this proxy statement?

You are receiving this proxy statement in connection with the solicitation of proxies by the Board to be voted at the 2017 annual meeting of shareholders (and at any adjournment or postponement of the 2017 annual meeting), for the purposes set forth in the

accompanying notice. The annual meeting will be held on May 5, 2017, at 10:00 a.m., local time, at Troutman Sanders LLP, 1001 Haxall Point, 15th floor, Richmond, Virginia.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy (or proxy card). Ronald J. Domanico, McAlister C. Marshall, II and Lindsay K.

Blackwood have been designated as proxies for the annual meeting. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

Who is entitled to vote at the annual meeting?

You are entitled to notice of the annual meeting and may vote your shares of Brink’s Common Stock if you owned them as of the close of business on March 2, 2017, which is the date that the Board has designated as the record date for the 2017 annual meeting of

shareholders. On March 2, 2017, the Company had outstanding 50,323,218 shares of Brink’s Common Stock. Each share of Brink’s Common Stock is entitled to one vote.

What am I being asked to vote on?

The proposals scheduled to be voted on are:

What are the Board’s recommendations?

The Board recommends a vote FOR:

The Board recommends a one year frequency for advisory votes on named executive officer compensation.

How many votes must be present to hold the annual meeting?

A majority of the outstanding shares of Brink’s Common Stock as of the record date must be present in person or represented by proxy at the annual meeting. This is referred to as a quorum. Abstentions, withheld votes and shares held in street name (“Brokers’ Shares”) voted by brokers are included in

determining the number of votes present. Brokers’ Shares that are not voted on any matter will not be included in determining whether a quorum is present. In the event that a quorum is not present at the annual meeting, it is expected that the annual meeting will be adjourned or postponed to solicit additional proxies.

What is a broker non-vote?

Under the rules of the New York Stock Exchange, a broker may vote Brokers’ Shares in its discretion on “routine matters,” but a broker may not vote on proposals that are not considered “routine.” When a

proposal is a non-routine matter and the broker has not received voting instructions with respect to that proposal, the broker cannot vote on that proposal. This is commonly called a “broker non-vote.”

How many votes are needed to approve each proposal?

The following table summarizes the vote required to approve each proposal and the effects of abstentions, broker non-votes, and signed, but unmarked proxy cards, on the tabulation of votes for each proposal. For

any other business that may properly come before the annual meeting, proxies will be voted in accordance with the judgment of the person voting the proxies.

The Company’s bylaws provide that the Chairman of the annual meeting will determine the order of business and the voting and other procedures to be observed at the annual meeting. The Chairman is authorized to declare whether any business is properly brought before the annual meeting, and business not properly brought before the annual meeting will not be transacted. We are not aware of any matters that are

to come before the annual meeting other than those described in this proxy statement. If other matters do properly come before the annual meeting, however, it is the intention of the persons named in the enclosed proxy card to exercise the discretionary authority conferred by the proxy to vote such proxy in accordance with their best judgment.

Can I revoke my proxy?

The enclosed proxy is revocable at any time prior to its being voted by filing an instrument of revocation or a duly executed proxy bearing a later time. A proxy may also be revoked by attendance at the annual meeting and voting in person. See “Questions and Answers

About the Annual Meeting—How do I attend the annual meeting? What should I bring?” Attendance at the annual meeting will not by itself constitute a revocation.

Who pays for the solicitation of votes?

The cost of this solicitation of proxies will be borne by the Company. In addition to soliciting proxies by mail, directors, officers and employees of the Company, without receiving additional compensation therefor, may solicit proxies by telephone, facsimile, electronic mail, in person or by other means. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners of Brink’s

Common Stock and the Company will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses in connection with their solicitation efforts. The Company has retained Innisfree M&A Incorporated to perform proxy advisory and solicitation services. The fee of Innisfree M&A Incorporated in connection with the 2017 annual meeting is estimated to be approximately $15,000, plus reimbursement of out-of-pocket expenses.

How do I attend the annual meeting? What should I bring?

Shareholders who wish to attend the annual meeting and vote in person and who need directions to the annual meeting may contact the Corporate Secretary at (804) 289-9600. Shareholders of record who wish to vote in person at the annual meeting will be able to request a ballot at the annual meeting. Shareholders

who hold their shares through a broker in “street name” and who wish to vote in person at the annual meeting will not be able to vote their shares at the annual meeting without a legal proxy from the street name holder of record. Those shareholders should contact their brokers for further information.

Who will count the votes?

Shareholder votes at the annual meeting will be tabulated by the Company’s transfer agent, American Stock Transfer & Trust Company.

Board of Directors

Role of the Board of Directors

The Board is responsible for advancing the interests of the shareholders by providing advice and oversight of the strategic and operational direction of the Company; overseeing the governance of the Company and the Company’s executive management, including the Chief Executive Officer; and reviewing the Company’s business initiatives, capital projects and budget matters. To do this effectively, the Company has established clear and specific Governance Guidelines for the Board (referred to as our Governance Policies) that, along with Board committee charters and our Code of Ethics, provides the framework for the governance of the Company.

Board Leadership Structure

The Board does not have a policy on whether the roles of the Chief Executive Officer and Chairman should be separate. The Board regularly evaluates relevant factors to determine the best leadership structure for the Company’s operating and governance environment at the time. In connection with Mr. Schievelbein’s retirement and the transition of the Chief Executive Officer role, in May 2016, the Board appointed Michael J. Herling as the non-executive Chairman of the Board. The Board believes the separation of the offices of Chairman of the Board and Chief Executive Officer, is appropriate at this time as it allows Mr. Pertz to focus primarily on Brink’s business strategy and operations as he begins his tenure as Chief Executive Officer and Mr. Herling to provide the independent leadership of the Board. As the non-executive chairman of the Board, Mr. Herling has the following responsibilities:

Meetings of the Board and Director Attendance

The Board met eight times in 2016. During 2016, all incumbent directors attended at least 75% of the total number of meetings of the Board and of the committees of the Board on which they served.

Executive Sessions of the Board

The non-management members of the Board meet regularly without management present. The Chairman presides over each meeting of the independent Board members.

Director Attendance at Annual Meeting

The Company has no formal policy with regard to Board members’ attendance at annual meetings. All of the directors then in office attended the 2016 annual meeting of shareholders.

Board Composition Changes

In January 2016, after sixteen years of distinguished service as a director, Betty Alewine chose to retire from the Board.

Board Independence

For a director to be deemed “independent,” the Board must affirmatively determine, in accordance with the listing standards of the New York Stock Exchange, that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In making this determination, the Board has adopted the following categorical standards as part of its Governance Policies:

years a partner or employee of such a firm and personally worked on the Company’s audit within that time, in any such instance ((A)-(D)) is not independent.

The Board has affirmatively determined that Ms. Docherty and Messrs. Boynton, Clough, Feld, Hedgebeth, Herling, and Stoeckert are independent under the listing standards of the New York Stock Exchange and the categorical standards described above. Mrs. Alewine, who retired in January 2017, was determined by the Board to be independent in May 2016. The Board has determined that the members of the Audit and Ethics Committee (the “Audit Committee”) and the Compensation Committee meet the heightened independence requirements for service on the Audit Committee and Compensation Committee set forth in the respective committees’ charters. In addition, the Board has determined that the members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)).

Committees of the Board

The Board has four standing committees: the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee (the “Corporate Governance Committee”) and Finance and Strategy Committee (the “Finance Committee”). Each committee has a separate chairperson and each

of the committees is composed solely of independent directors. The charters for each of the committees describe the specific authority and responsibilities of each committee and are available on our website at www.brinks.com.

Committee Membership as of January 20, 2017*

Audit Committee

The Audit Committee oversees management’s conduct of the Company’s financial reporting process and the integrity of its financial statements, including the Company’s accounting, internal controls and internal audit function. The Audit Committee also evaluates the qualifications and performance of the Company’s independent auditors, assesses the independence of the Company’s independent auditors and oversees the annual independent audit of the Company’s financial statements and the Company’s legal and regulatory compliance, as well as ethics programs.

The Board has identified each of Messrs. Boynton, Clough and Stoeckert as an “audit committee financial

expert” as that term is defined in the rules promulgated by the Securities and Exchange Commission (the “SEC”). The Board has also determined that each of the members of the Audit Committee is financially literate under New York Stock Exchange standards.

Compensation Committee

The Compensation Committee is responsible for overseeing the policies and programs relating to the compensation of the Chief Executive Officer, and other senior executives, including policies governing salaries, incentive compensation and terms and conditions of employment. For a further discussion of the Compensation Committee, see “Compensation Discussion and Analysis.”

Corporate Governance Committee

The Corporate Governance Committee is responsible for identifying individuals qualified to become Board members consistent with criteria approved by the Board and recommending to the Board director nominees. The Corporate Governance Committee also oversees the corporate governance of the Company, including recommending to the Board the Governance Policies, and the annual evaluation of the Board’s performance. In addition, the Corporate Governance Committee recommends to the Board any changes in non-employee director compensation.

Finance Committee

The Finance Committee monitors the Company’s strategic direction, recommends to the Board dividend and other actions and policies regarding the financial affairs of the Company, and is responsible for oversight of the Company’s 401(k) Plan and frozen Pension-Retirement Plan, and any similar plans that may be maintained from time to time by the Company. The Finance Committee has authority to adopt amendments to the Company’s 401(k) Plan and its frozen Pension-Retirement and Pension Equalization Plans.

Director Nominating Process

The Corporate Governance Committee regularly engages in succession planning for the Board. In accordance with the Governance Policies and the Corporate Governance Committee charter, the Corporate Governance Committee periodically assesses whether any vacancies on the Board are expected due to retirement or other factors and considers possible director candidates. The Corporate Governance Committee has used professional search firms to identify candidates based upon the director membership criteria described in the Governance Policies.

The Corporate Governance Committee’s charter provides that the Corporate Governance Committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations to the Corporate Governance Committee through the method described below under “Communications with Non-Management Members of the Board of Directors.” In accordance with the Company’s bylaws, any shareholder of record entitled to vote for the election of directors at a meeting of shareholders may nominate persons for election to the Board, if the shareholder complies with the notice procedures set forth in the bylaws and summarized in the section of this proxy statement entitled “Other Information—Shareholder Proposals and Director Nominations” on page 93.

The Corporate Governance Committee evaluates all director candidates in accordance with the director membership criteria described in the Governance Policies. The Corporate Governance Committee evaluates any candidate’s qualifications to serve as a member of the Board based on the skills and characteristics of individual Board members as well as

the composition of the Board as a whole, the balance of management and independent directors, and the need for particular expertise. In addition, while there is not specific weight given to any one factor, the Corporate Governance Committee will evaluate a candidate’s business experience, diversity, international background, the number of other directorships held, leadership capabilities, and any other skills or experience that would contribute to the overall effectiveness of the Board of Directors.

When considering a director standing for re-election as a nominee, in addition to the attributes described above, the Corporate Governance Committee considers that individual’s past contribution and future commitment to the Company. The Corporate Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not restrict itself by establishing minimum qualifications or attributes.

After evaluating any potential director nominees, the Corporate Governance Committee makes a recommendation to the full Board, and the Board determines the nominees. The evaluation process of prospective director nominees is the same for all nominees, regardless of the source from which the nominee was first identified.

The Company did not receive any notice of a director candidate recommended by a shareholder or group of shareholders owning more than five percent of the Company’s voting common stock for at least one year as of the date of recommendation on or prior to November 25, 2016, the date that is 120 days before the anniversary date of the release of the prior year’s proxy statement to shareholders.

Board Evaluations

The Board annually assesses the effectiveness of the full Board and the performance of its committees. The Corporate Governance Committee is charged with overseeing this process. In 2016, the Board began to

include individual director assessments in the annual evaluation process and implemented periodic evaluations by a third party.

Board Role in Risk Oversight

The Board is responsible for the Company’s overall risk oversight and receives regular reports from management on the Company’s risk management program (described below) and from the Board’s Audit, Compensation, Corporate Governance, and Finance Committees, each of which is responsible for risk oversight within its area of responsibility. In addition, the Board conducts a targeted review of its risk oversight philosophy and assesses its risk oversight responsibilities on an annual basis.

Management is responsible for the Company’s risk management. Through the Company’s enterprise risk management (“ERM”) program, management identifies and addresses significant risks facing the Company. Under the ERM program, a team of senior executives identifies and prioritizes risks, and assigns an executive to address each major identified risk area, including by monitoring relevant mitigation plans and processes.

The Audit Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. As part of its responsibilities, the Audit Committee oversees the Company’s financial policies,

including financial risk management. Management holds regular meetings that identify, discuss and assess financial risk from current macro-economic, industry and company-specific perspectives. As part of its regular reporting process, management reports and reviews with the Audit Committee the Company’s material financial risks, proposed risk factors and other public disclosures, mitigation strategies, and the Company’s internal controls over financial reporting. The Audit Committee also engages in periodic discussions with the Chief Financial Officer and other members of management regarding risks.

Each of the other committees of the Board considers risks within its respective areas of responsibility and regularly reports to the Board on issues related to the Company’s risk profile. The Compensation Committee considers any risks related to the Company’s executive compensation programs and has oversight responsibility for the Company’s review of all compensation policies and procedures to determine whether they present a significant risk. The Corporate Governance Committee considers risks relating to governance and management succession planning. The Finance Committee oversees risks related to the Company’s credit facilities, credit ratings, and pension and savings plans.

Compensation Risk Assessment

As part of its oversight of the Company’s executive compensation program, the Compensation Committee reviews and considers any potential risk implications created by its compensation awards. The Compensation Committee believes that the executive compensation program is designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy and that the balance of compensation elements does not encourage excessive risk taking. The Compensation Committee will continue to consider compensation risk implications, as appropriate, in designing any new executive compensation components. In connection

with its continual risk assessment, the Compensation Committee notes the following attributes of the executive compensation program:

The Compensation Committee also has oversight over the Company’s responsibility to review all Company compensation policies and procedures, including the incentives that they create, to determine whether they present a significant risk. At the Compensation Committee’s direction, the Company’s Human Resources Department in partnership with the Internal Audit Department, conducted a risk assessment of the Company’s compensation programs during 2016. Based on its assessment, management concluded that the compensation policies and practices of the Company and its subsidiaries for employees do not create risks that are reasonably likely to have a material adverse effect on the Company, and management presented the results of its assessment to the Compensation Committee.

Policy and Process for Approval of Related Person Transactions

The Company has adopted a policy in the Audit Committee’s charter regarding the review and approval of related person transactions. In the event that the Company proposes to enter into such a transaction, it must be referred to the Audit Committee. The Audit Committee is required to review and approve each related person transaction and any disclosures required by Item 404 of Regulation S-K. The Audit Committee reviews any related person transactions on a case-by-case basis.

For purposes of this policy, a “related person transaction” has the same meaning as in Item 404 of Regulation S-K: a transaction, arrangement or relationship (or any series of related transactions, arrangements or relationships) in which the Company

is, was or will be a participant and the amount involved exceeds $120,000 and in which any “related person” has, had or will have a direct or indirect material interest.

For purposes of this policy, a “related person” has the same meaning as in Item 404 of Regulation S-K: any person who was a director, a nominee for director or an executive officer of the Company during the preceding fiscal year (or an immediate family member of such a director, nominee for director or executive officer) or a beneficial owner of more than five percent of the outstanding Brink’s Common Stock (or an immediate family member of such owner).

During 2016, there were no related person transactions under the relevant standards.

Communications with Non-Management Members of the Board of Directors

The Company’s Governance Policies set forth a process by which shareholders and other interested third parties can send communications to the non-management members of the Board. When interested third parties have concerns, they may make them known to the non-management directors by

communicating via written correspondence sent by U.S. mail to “Chairman” at the Company’s Richmond, Virginia address. All such correspondence is provided to the Chairman of the Board at, or prior to, the next executive session held at a regular Board meeting.

Succession Planning

The Board regularly engages in succession planning for the Chief Executive Officer role. Members of the Board (with oversight from the Corporate Governance Committee) annually review and discuss an evaluation of potential Chief Executive Officer successors and review development plans for potential successor

candidates. The Board ensures that meeting agendas for the Board and its committees provide directors with exposure to and opportunities to assess potential successors. The Board annually reviews the emergency succession plan for the Chief Executive Officer.

Political Contributions

In general, it is not the Company’s practice to make financial or in-kind political contributions with corporate assets, even when permitted by applicable law. The Company complies with all applicable state and federal laws related to the disclosure of lobbying activities.

The Company administers, under federal and state election laws, The Brink’s Company Political Action

Committee, which is a non-partisan political action committee comprised of the Company’s managerial and professional U.S. employees who voluntarily pool their financial resources to support the Company’s efforts to promote the business interests of the Company through the legislative process.

Resignation and Retirement

Under the Company’s Governance Policies, a director who retires or whose job responsibilities change materially from those in effect at the time the director was last elected to the Board should submit his or her resignation to the Board. The Corporate Governance Committee will then review and consider the director’s resignation and make a recommendation to the Board whether to accept or decline the resignation. In addition, the Board maintains a policy that a director may not stand for election to the Board for any term during which his or her 72^nd birthday would fall more than six months prior to the expiration of that term.

The Company’s Governance Policies also provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes “against” his or her election than votes “for” his or her election must promptly tender his or her resignation to the Board. The Corporate Governance Committee will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. Following the Board’s determination, the Company will disclose the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached.

In accordance with the Company’s Amended and Restated Articles of Incorporation and bylaws, directors are nominated for election (or re-election) to one-year terms, beginning with the directors whose terms expired in 2016. Directors elected at any previous annual meetings continue to serve the remaining portion of the three-year terms to which they were elected and will be considered for nomination to one-year terms at the annual meetings at which their terms expire.

The Corporate Governance Committee has recommended, and the Board has approved Ms. Docherty and Messrs. Boynton, Clough, Feld, Hedgebeth, Pertz and Stoeckert each as nominees for election to a one-year term expiring in 2018. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Unless otherwise specified, all proxies will be voted in favor of Ms. Docherty and Messrs. Boynton, Clough, Feld, Hedgebeth, Pertz and Stoeckert for election as directors of the Company.

The Board has no reason to believe that any of the nominees is not available or will not serve if elected. If any of them should become unavailable to serve as a director, full discretion is reserved to the persons named as proxies to vote for such other persons as may be properly nominated.

Set forth below is information concerning the age, principal occupation, employment, directorships during the past five years, and other positions with the Company of each nominee and director, the year in which he or she first became a director of the Company and his or her term of office as a director. Also set forth below is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each nominee and director should serve as a director, in light of the Company’s business and structure.

NOMINEES FOR ELECTION AS DIRECTORS FOR A ONE-YEAR TERM EXPIRING IN 2018

PAUL G. BOYNTON Age: 52 Director since: 2010 Audit Committee Compensation Committee Finance Committee (Chair)

Mr. Boynton has served as the Chairman, President and Chief Executive Officer of Rayonier Advanced Materials Inc. (a global producer of high-value cellulose fibers for the chemical industry) since June 2014. Mr. Boynton previously served as President and Chief Executive Officer of Rayonier Inc. from January 2012 through June 2014, Chairman from May 2012 through June 2014, and President and Chief Operating Officer from 2010 to 2011. He currently serves as a director of Rayonier Advanced Materials Inc. Mr. Boynton is also a member of the Board of Governors and its Executive Committee of the National Council for Air and Stream Improvement, a member of the Board of Directors of the National Association of Manufacturers and a member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Jacksonville Branch. During the past five years, Mr. Boynton has also served as a director of Rayonier Inc. Mr. Boynton brings to the Board executive-level experience in the areas of international business operations, strategic business development and planning and finance, developed through his roles at Rayonier Inc. and Rayonier Advanced Materials Inc. He also contributes his significant expertise in risk management, sales and marketing, consumer sales and service and customer relations. His current term as a director of the Company expires in May 2017.

CONTINUING DIRECTOR

MICHAEL J. HERLING Age: 59 Director since: 2009 Compensation Committee (Chair) Corporate Governance Committee Finance Committee

Mr. Herling is a founding partner of Finn Dixon & Herling LLP (a law firm that provides corporate, transactional, securities, investment management, lending, tax, executive compensation and benefits and litigation counsel). He has held that position since 1987. He currently serves as a member of the Board of Directors of the Board of Trustees of Colgate University. During the past five years, he has served as a director of DynaVox Inc. The Board benefits from Mr. Herling’s entrepreneurial experience as a founding partner of Finn Dixon & Herling and his extensive legal experience representing corporate and institutional clients and their boards of directors with a focus on strategic initiatives and complex transactions such as mergers and acquisitions, securities offerings and financings. Through his varied Board experience, Mr. Herling has gained experience and knowledge in corporate governance and compliance, risk oversight, audit, succession planning and executive compensation matters. His current term as a director of the company expires in May 2018.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE SEVEN
NOMINEES NAMED IN THIS PROXY STATEMENT
FOR ELECTION AS DIRECTORS.

The Company is seeking shareholder approval of an advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement.

The Company maintains a pay for performance compensation philosophy and an executive compensation program that is designed to:

In deciding how to vote on this proposal, the Board asks that you consider the following key points with respect to our executive compensation program:

You are encouraged to review the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 26 through 62 of this proxy statement, which provide a comprehensive review of the Company’s executive compensation program and its elements, objectives and rationale.

In accordance with Section 14A of the Exchange Act rules, shareholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s shareholders approve, on a non-binding

advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2017 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table, the other related tables and the accompanying narrative.”

The shareholder vote on this proposal will be non-binding on the Company and the Board and will not be construed as overruling a decision by the Company or the Board. However, the Board and the Compensation Committee value the opinions that shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as they deem appropriate.

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
NON-BINDING RESOLUTION ON NAMED
EXECUTIVE OFFICER COMPENSATION.

Under the federal securities laws, every six years we must provide shareholders an opportunity to vote, on a non-binding and advisory basis, on the frequency of advisory resolutions on named executive officer compensation (such as the one described in Proposal No. 2). Specifically, shareholders must decide whether these advisory resolutions on named executive officer compensation should be presented for shareholder approval every one, two or three years. In 2011, Brink’s shareholders voted for an annual frequency. The Board believes at this time that an annual frequency remains appropriate for the Company. The Board believes that an annual vote on named executive officer compensation provides shareholders with the opportunity to provide regular direct input to the Board and its Compensation Committee about the Company’s executive

compensation program. The Board will continue to evaluate the appropriate frequency for the shareholder executive compensation vote. Please note that shareholders are not voting to approve or disapprove the recommendation of the Board with respect to this proposal. Instead, each proxy card provides four choices: a one, two or three year frequency or shareholders may abstain from voting on the proposal. The shareholder vote on this proposal will not be binding on the Company or the Board; however, the Board values the feedback from our shareholders and will consider the outcome of the vote when making future decisions on the frequency of the shareholder executive compensation vote. We expect that the next shareholder vote on the frequency of advisory votes on named executive officer compensation will occur at the 2023 annual meeting of shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR A “1 YEAR” FREQUENCY FOR
ADVISORY RESOLUTIONS ON
NAMED EXECUTIVE OFFICER COMPENSATION.

Executive Summary

2017 CD&A

This Compensation Discussion and Analysis (“CD&A”) and the executive compensation tables that follow describe the compensation of the Company’s named executive officers:

Information about named executive officers’ salaries and any changes in 2016 can be found under “Base Salary” on page 33. Information about annual incentive targets and awards appears under “Annual Cash Incentives Awards – KEIP” beginning on page 33. Information about LTI targets and awards appears under “Long - Term Incentive Compensation” beginning on page 36 and one-time awards for certain named executive officers are described under “Transition Compensation” beginning on page 40.

2016 in Review

Brink’s reported strong 2016 earnings that reflect price increases in Latin America and Brazil, improvements in the Payments business, and lower corporate expenses, which more than offset unfavorable currency and lower results in the U.S.

Following are key financial performance metrics that are monitored by management and the Board, reported to shareholders, and used in determining compensation amounts for the named executive officers.

2016 Leadership Changes

In January 2016, we announced that Thomas C. Schievelbein would step down as President and Chief Executive Officer and Chairman of the Board and that the Corporate Governance Committee would oversee the process to identify a new Chief Executive Officer. In anticipation of Mr. Schievelbein’s stepping down, in May 2016, the Board of Directors approved the separation of the roles of Chief Executive Officer and Chairman of the Board and named George I. Stoeckert as interim Chief Executive Officer and Michael J. Herling as non-executive Chairman of the Board.

In June 2016, we announced the Board’s appointment of Douglas A. Pertz as President and Chief Executive Officer. In July, we announced the appointment of Ronald J. Domanico as Executive Vice President and Chief Financial Officer and the departure of Joseph W. Dziedzic from the Company. During 2016, two members of the Company’s leadership team, Amit Zukerman, Executive Vice President and President, Global Markets and Brink’s Global Services and McAlister C. Marshall, II, Senior Vice President, General Counsel and Chief Administrative Officer, experienced an increase in the scope of their respective roles.

In light of these changes to the Company’s executive leadership team, this CD&A and the Executive Compensation Tables and disclosure that follow include compensation information for members of the executive leadership team who were serving as of December 31, 2016 and also for Messrs. Schievelbein and Stoeckert, who each served as Chief Executive Officer for part of the year, and for Mr. Dziedzic, who served as Chief Financial Officer for part of the year.

2016 Annual and Long-Term Incentive Payouts

Compensation payout determinations in 2016 for the named executive officers reflect the Company’s performance against specific financial goals. The named executive officers received 2016 annual incentive payouts under the KEIP at a range of 76% -103% of their respective targets. These payouts reflect performance results that were below the target non-GAAP operating profit margin rate of 7.2%. See page 35 for a description of 2016 KEIP payouts.

Payouts for MSUs for the 2014 – 2016 performance period reflect stock price appreciation resulting in payment of 124% of the target MSUs awarded in

2014. Payouts for PSUs for the 2014 – 2016 performance period reflect performance that exceeded the target and maximum non-GAAP segment operating profit goals established by the Compensation Committee and resulted in payment to each named executive officer of 200% of his or her target PSUs awarded in 2014. See pages 38- 39 for a description of LTI payouts.

2016 Compensation for Chief Executive Officer, Douglas A. Pertz

The primary components of compensation for the Chief Executive Officer consist of base salary, annual incentive, and long-term incentive.

Pursuant to the terms of Mr. Pertz’s offer letter, for 2016, he:

Additional information about Mr. Pertz’s equity awards appears under “Transition Compensation” beginning on page 40.

Say on Pay Results and Shareholder Engagement

At the 2016 annual meeting, over 90% of votes cast on the “say on pay” proposal approved the compensation awarded to named executive officers.

The Compensation Committee and the Board take into account the results of the “say on pay” vote as they consider the design of the executive compensation program and policies. There were no changes made to the Company’s executive compensation program in direct response to the 2016 “say on pay” voting results. Management continues to engage in outreach to the Company’s shareholders to discuss governance and compensation policies and practices and emerging issues.

Executive Compensation Program Components for 2016

Primary Components

Named executive officer compensation awarded in 2016 consisted of the following primary components.

Secondary Components

Named executive officers may also receive compensation in the form of one or more of the following components:

Process for Setting Executive Compensation

Compensation Committee Review Process. The Compensation Committee sets targets for each component of compensation for the Company’s named executive officers (with the exception of the annual incentive target for the Chief Executive Officer, which is approved by the independent members of the Board). At least annually, the Compensation Committee undertakes a comprehensive review of competitive market data and information regarding the value of compensation paid to the Company’s Chief Executive Officer and other senior executives, including base salary, target annual incentive and LTI compensation.

The Compensation Committee reviews the Chief Executive Officer’s evaluation of the performance of the other named executive officers, as well as his recommendations related to their compensation, when considering named executive officer target and actual compensation determinations. When the Compensation Committee considers base salary adjustments and sets annual and LTI targets, it takes the following factors into account:

With respect to the Chief Executive Officer, the Compensation Committee reviews an annual performance evaluation conducted by the Board, as well as performance relative to annual objectives and competitive market data in order to make base salary and target LTI determinations and to make recommendations to the Board regarding annual incentive payments. The Compensation Committee is supported in its work by the Company’s Human Resources Department and executive compensation consultants as described below.

Role of Compensation Consultants. The Compensation Committee receives data, analysis and support from Frederic W. Cook & Co., Inc. (“FW Cook”), which serves as the Compensation Committee’s and the Corporate Governance Committee’s independent compensation consultant. Willis Towers Watson serves as executive compensation consultant to the Company and also provides information to the Compensation Committee.

Role of Chief Executive Officer. The Chief Executive Officer annually reviews each named executive officer’s target compensation (other than his own) and recommends changes to elements of a named executive officer’s target total compensation, as necessary, based on the factors identified under “Process for Setting Executive Compensation” on page 30. The Chief Executive Officer makes recommendations regarding payouts for annual incentives and LTI in accordance with the terms of the awards. The Compensation Committee considers the Chief Executive Officer’s recommendations in making its own determinations regarding compensation awarded to the named executive officers.

The Chief Executive Officer does not play any role in determining his own compensation.

Compensation Consultant Conflicts of Interest. In retaining FW Cook, the Compensation Committee considered the six factors set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. In addition, after review of information provided by each of the members of the Compensation Committee as well as information provided by FW Cook and Willis Towers Watson and members of their teams, the Compensation Committee determined that there are no conflicts of interest raised by either firm’s work with the Compensation Committee.

Factors Considered in Making Compensation Decisions

In determining target and actual compensation for the named executive officers in 2016, the Compensation Committee considered the following key factors.

Performance. The executive compensation program provides the named executive officers with opportunities to receive actual compensation that is greater or less than targeted compensation, depending upon the Company’s financial performance and their individual performance.

Market Competitiveness. For the named executive officers, the Compensation Committee generally aims to set base salary, target annual incentive and target LTI compensation (in the aggregate) at approximately the market median relative to comparable positions within a relevant comparison group of companies (the “Peer Group”), Brink’s uses the market median as a reference to ensure pay practices are competitive overall and sets named executive officers’ individual total target compensation between the 25^th and 75^th percentile of

Peer Group compensation, depending on the criticality of the role, individual performance and long-term potential to create value for shareholders.

During 2016, the Compensation Committee, in consultation with its independent compensation consultant engaged in a review of its Peer Group and approved changes to the list of comparison companies to ensure alignment on key metrics and to ensure that the peer group continues to best represent Brink’s business, given the lack of many direct peers. Below is the list of companies included in the Peer Group for 2016 compensation as well as the Peer Group approved in November 2016 that was used to provide competitive market data for target compensation determinations after that date. The Company’s peer group is designed to include companies of comparable size, companies with similar business characteristics (including revenue and market capitalization) and companies with which Brink’s competes for talent and investor capital.

The Compensation Committee periodically reviews market information, including Peer Group compensation data and other reports on executive compensation practices. Based on its analysis and the compensation levels subsequently set for the Company’s named executive officers in 2016, FW Cook has concluded that the Company’s overall current total target direct compensation (including base salary and target annual and LTI compensation) was between the 25^th and 75^th percentile of the Peer Group for each of the named executive officers.

Mix of Cash and Stock-Based Compensation and Current, Short-Term and Long-Term Awards. The Compensation Committee considers the competitive market, compensation mix and pay for performance philosophy when setting various components of compensation. The Compensation

Committee determined that current and short-term compensation—base salary and annual incentives—should be composed of cash, but that LTI compensation should be composed of stock-based awards that reward the achievement of Company results and increases in Company value over the long-term, and align named executive officers’ interests with the economic interests of shareholders.

In 2016, performance-based compensation (which includes annualized annual incentives, Internal Metric PSUs, and Relative TSR PSUs) represented approximately 68% of total target compensation for the Chief Executive Officer and approximately 60% of total target compensation (on average) for the Company’s other named executive officers, serving as of December 31, 2016, as illustrated below.

2016 Compensation Decisions by Component

Base Salary

The Compensation Committee’s decisions on base salary levels for the named executive officers are primarily influenced by its review of competitive market information for comparable positions. These decisions are also influenced by the Company’s talent philosophy, which includes differential investment in talent based on the executive’s performance of his or her duties, criticality of the executive’s role to the execution of corporate strategy, and the executive’s potential to impact future business results. For the named executive officers other than the Chief Executive Officer, the Compensation Committee also considers the Chief Executive Officer’s recommended salary adjustments based on position relative to the competitive market information.

In 2016, the Compensation Committee made adjustments to base salaries for two named executive officers, Messrs. Zukerman and Marshall, to enhance the alignment with market data for their respective roles. Mr. Zukerman's compensation was adjusted in July 2016 due to his promotion into an expanded Executive Vice President, and President, Global Markets and Brink’s Global Services role. Mr. Marshall's compensation was adjusted in December 2016 in light of his expanded role that includes leadership responsibility for the Company's human resources function.

Following are the base salaries for each of the named executive officers as of December 31, 2016 (actual salary amounts for 2016 appear in the Summary Compensation Table on page 46):

Annual Cash Incentive Awards—KEIP

General

The Company’s annual cash incentive plan, the KEIP, provides incentive compensation that is variable, contingent and directly linked to Company and country or business unit performance. The Compensation Committee generally approves participants in the KEIP in November prior to the performance year and sets the KEIP performance metrics and goal(s) in February of the performance year. In doing so, the Compensation Committee selects a metric that it believes is aligned with the Company’s financial and strategic goals for the year and selects a target level of performance that the

Compensation Committee believes represents a rigorous goal. Performance against the KEIP goal is used to determine the funding pool for all KEIP payments.

The Compensation Committee generally considers and approves actual payments under the KEIP for the prior fiscal year in February. For 2016, performance against the KEIP goal was used to determine named executive officer KEIP payments. The Compensation Committee approves KEIP payments to all participants with the exception of the Chief Executive Officer. The Board approves any KEIP payments to the Chief Executive Officer, upon the recommendation of the Compensation Committee. In determining KEIP payouts, the Compensation Committee and the Board

consider Company financial results, the performance of the Chief Executive Officer and the other named executive officers and the recommendations of the Chief Executive Officer for the other named executive officers. The Compensation Committee retains discretion to lower the KEIP payment for any participant, including any named executive officer.

2016 KEIP Goal Setting

The Compensation Committee approved a non-GAAP operating profit margin rate goal for the 2016 plan year

in order to ensure focus on improving profitability in the Company’s operations. Non-GAAP operating profit margin is a key financial measure that is reviewed by the Company’s key executives and shareholders, and the Compensation Committee believes that the goal represents a rigorous objective for management and is aligned to shareholder interests. The named executive officers’ 2016 KEIP awards are tied to the achievement of the non-GAAP operating profit margin rate goal as set forth below.

Each year, in connection with the approval of the KEIP performance goal, the Compensation Committee also approves specific adjustments that the Compensation Committee may make at the end of the year to the performance results against the goal. In 2016, the Compensation Committee determined that, when considering performance against the 2016 KEIP performance goal, it would adjust the operating profit margin rate results to absorb 50% of any positive or negative foreign exchange translation impact versus the foreign exchange rates used in the Company’s 2016 business plan. This adjustment is designed to balance assessments of management’s performance with shareholder experience.

The Compensation Committee applies straight-line interpolation for determining award payouts when performance results fall between the goals above. For example, achievement of 6.7% non-GAAP operating profit margin rate would enable a named executive officer to receive up to 72% of his KEIP target.

The Compensation Committee (or the Board, for the Chief Executive Officer) retains the ability to adjust a named executive officer’s KEIP award downward (but

not upward) in its sole discretion and may take into consideration the performance of a named executive officer’s business unit or function. Incentive payments cannot exceed 200% of each named executive officer’s base salary.

2016 KEIP Target Award Opportunities

In November 2015, the Compensation Committee established 2016 KEIP targets for the named executive officers who were serving at that time (other than the Chief Executive Officer) and in February 2016, the Compensation Committee set the KEIP target for Mr. Schievelbein, who was serving as Chief Executive Officer. The KEIP target is expressed as a percentage of annual base salary and is designed to be indicative of the incentive payment that each named executive officer would expect to receive on the basis of strong performance by the Company. Annual incentive targets for 2016 were approved for each of the named executive officers by the Compensation Committee as set forth below. For Messrs. Pertz and Domanico, KEIP targets were set in connection with their offers of employment. Pursuant to the terms of Mr. Pertz’s offer letter, the KEIP award for Mr. Pertz would pay out

between 75% of the target and 200% of base salary earned in 2016. The 2016 target for Mr. Zukerman reflects changes approved by the Compensation Committee in July in light of his increased scope of responsibility. The 2016 target for Mr. Marshall reflects changes in the opportunity level as a result of the

change in his base salary in order to align with the competitive market for his role (see page 33). Mr. Stoeckert does not appear in the table below as the terms of his compensation as interim Chief Executive Officer did not include any KEIP awards.

2016 KEIP Payouts

In February 2017, the Compensation Committee (and the independent members of the Board for Mr. Pertz) approved 2016 KEIP payouts for the named executive officers serving at that time. To determine the actual payments under the KEIP for the named executive officers, the Compensation Committee (and the Board) considered the Company’s non-GAAP

operating profit margin rate against the goal set by the Compensation Committee in February 2016. For Messrs. Beech and. Zukerman, the Compensation Committee also considered the performance of the operating companies within each executive’s scope of responsibility, which is referred to as Combined Operating Performance.

KEIP Payout Calculation for Mr. Beech and Mr. Zukerman

KEIP Payout Calculation for all other named executive officers

The Company Performance Factor was determined by the Compensation Committee to be 7.0%, which reflects the Company’s non-GAAP operating profit margin rate results of 7.1% versus the 2016 KEIP performance goal of 7.2%. In approving the non-GAAP operating profit margin rate results used to

determine KEIP funding and the Company Performance Factor, the Compensation Committee adjusted the non-GAAP operating profit margin rate reported in the Company’s 2016 Form 10-K to reflect 50% of the negative foreign exchange impact (as compared to the foreign exchange rates used to

develop the Company’s 2016 business plan). This adjustment downward was approved by the Compensation Committee in an effort to balance macro-economic factors that management cannot control with the impact of foreign exchange on the Company’s reported results. When this adjustment was applied to the Company’s reported 2016 Non-GAAP operating profit margin rate of 7.1%, the adjusted result was a non-GAAP operating profit margin rate of 7.0% which resulted in a Company Performance Factor of 89%. Non-GAAP operating profit is reconciled to the most directly comparable GAAP measure on page 37 of the Company’s 2016 Annual Report on Form 10-K.

For Mr. Beech and Mr. Zukerman, the Company also considered the performance of the operating companies within their respective scope of

responsibility. Mr. Beech’s KEIP payout reflects below target Combined Operating Performance in light of the 2016 results for the Company’s Mexico and Brazil operations as well as results for the first half of the year in the Company’s Largest 5 Markets, for which Mr. Beech had oversight responsibility during that time. Mr. Zukerman’s KEIP payout reflects above target Combined Operating Performance, in light of the 2016 results for Global Markets Operations and the Brink’s Global Services business.

The following table sets forth the actual payments for 2016 under the KEIP. KEIP payments are also shown in the Summary Compensation Table on page 46. Mr. Stoeckert does not appear in the table as the terms of his compensation as interim Chief Executive Officer did not include any KEIP awards.

Long-Term Incentive Compensation

General

The Company provides LTI compensation to ensure that a significant portion of named executive officer compensation is tied to the Company’s long-term results and increases in shareholder value. In 2016, the Compensation Committee approved LTI awards to named executive officers that included Internal Metric PSUs, Relative TSR PSUs and RSUs.

Relative TSR PSUs. The performance period for the Relative TSR PSUs is generally three years, beginning

on January 1 of the first year of the performance period and ending on December 31 of the third year of the performance period. Named executive officers benefit from Relative TSR PSUs only to the extent Brink’s achieves performance goals determined by the Compensation Committee at the beginning of the performance period. After the conclusion of the performance period, Relative TSR PSU payouts will be in shares of Brink’s Common Stock and will range from 0 to 150% of the target award. The number of shares ultimately paid will depend on performance against the goals established by the Compensation Committee.

Internal Metric PSUs. The performance period for the Internal Metric PSUs is two years, beginning on January 1 of the first year of the performance period and ending on December 31 of the second year of the performance period, with an additional one-year vesting tail following the two-year performance period. Named executive officers benefit from Internal Metric PSUs only to the extent Brink’s achieves performance

goals determined by the Compensation Committee at the beginning of the performance period. After the conclusion of the performance period, Internal Metric PSU payouts will be in shares of Brink’s Common Stock and will range from 0 to 200% of the target award. The number of shares ultimately paid will depend on performance against the goals established by the Compensation Committee.

RSUs. Each RSU is the economic equivalent of one share of Brink’s Common Stock and is settled in shares of Brink’s Common Stock. RSUs retain value even if the price of Brink’s Common Stock decreases below the price on the date of grant as long as the named executive officer satisfies the vesting requirements.

2016 Long-Term Incentive Target Award Opportunities

The Compensation Committee approved annual LTI awards in February 2016. For each of the named executive officers, 2016 LTI awards included equity awards under the 2013 Equity Incentive Plan composed of Relative TSR PSUs (37.5% of the award), Internal Metric PSUs (37.5% of the award) and RSUs (25% of the award). In establishing LTI compensation targets for each named executive officer for 2016, the Compensation Committee primarily considered competitive market information, in the context of the overall LTI compensation philosophy, which takes into account the executive’s

skills and experience and potential future contributions to the Company. The Compensation Committee applies a value-based approach by making LTI awards based on a target dollar value that is used to determine the number of Relative TSR PSUs, Internal Metric PSUs, and RSUs awarded because it believes that approach allows for better alignment with the market-based LTI value for each position on a consistent basis.

The following table sets forth the aggregate amount of LTI award opportunities approved by the Compensation Committee for 2016, for each of the named executive officers. The equity awards appear in the Grants of Plan-Based Awards Table on page 50. The table does not include certain equity awards granted in connection with executives’ appointments to their positions in 2016, which are described under “Transition Compensation” beginning on page 40. Mr. Stoeckert does not appear in the table as the terms of his compensation as interim Chief Executive Officer did not include any LTI awards.

Equity Awards under the 2013 Equity Incentive Plan

Relative TSR PSU Awards. In 2016, Relative TSR PSUs represented 37.5% of each named executive officer's LTI award. In February 2016, the Compensation Committee established that the Company's Relative TSR will be determined by the percentile rank of the Company's TSR for the performance period as compared to the TSR for the performance period for companies in the S&P Small

Cap 600 with foreign revenues that exceed 50% of total revenues. The Relative TSR PSUs awarded in 2016 are subject to a three-year performance period that began on January 1, 2016 and will end on December 31, 2018.

The Compensation Committee established threshold, target and maximum levels of TSR performance, which correspond to payouts in shares of Brink’s Common Stock at a rate of 0% to 150% as noted below.

At the time the Compensation Committee established the target levels of performance, it believed that achievement of the threshold performance level was attainable, but not certain, that target performance would be difficult to achieve, and that the maximum level of performance was possible, but not likely to be achieved.

Internal Metric PSU Awards. In 2016, Internal Metric PSUs represented 37.5% of each named executive officer’s LTI award. In February 2016, the Compensation Committee established non-GAAP operating profit as the performance metric for the

Internal Metric PSUs awarded in 2016 to ensure continued focus on profitability by participants in the LTI program. The Internal Metric PSUs awarded in 2016 are subject to a two-year performance period that began on January 1, 2016 and will end on December 31, 2017, with an additional one-year vesting tail following the two-year performance period.

The Compensation Committee established threshold, target and maximum levels of non-GAAP operating profit performance for the Internal Metric PSUs, which correspond to payouts in shares of Brink’s Common Stock at a rate of 0% to 200% of target as noted below.

At the time the Compensation Committee established the target levels of performance, it believed that achievement of the threshold performance level was attainable, but not certain, that target performance would be difficult to achieve, and that the maximum level of performance was possible, but not likely to be achieved.

RSU Awards. In 2016, RSUs represented 25% of each named executive officer’s LTI award. RSUs awarded as part of the named executive officers’ 2016 long-term incentive awards will vest in three equal annual installments beginning on the first anniversary of the grant date.

2016 Long Term Incentive Payouts

In 2017, the Compensation Committee certified the level of payouts for the MSUs and PSUs that were awarded in 2014. Together, MSUs and PSUs

represented 100% of the 2014 long-term incentive awards to the former Chief Executive Officer and 75% of the 2014 long-term incentive awards to the other named executive officers. The remaining 25% of the 2014 long-term incentive for the other named executive officers was awarded in RSUs, which vested ratably over a three year period. The MSU payouts were determined by Brink’s common stock price performance over the three year period, resulting in a payout at a level of 124%, which reflected stock price appreciation from $33.29 at the beginning of the performance period compared to $41.39 at the end of the performance period. Individual payouts to each of the named executive officers appear in the Realized Pay Table on page 49.

The PSU payouts for the 2014 – 2016 performance period were determined by the Company’s

performance against threshold, target and maximum levels of non-GAAP segment operating profit set by the Compensation Committee in February 2014. In setting the target levels of non-GAAP segment operating profit for the three year period, the Compensation Committee took into account projected organic improvement and the negative impact of changes in currency rates versus the rates used in the performance goals for the 2013-2015 performance period. In July 2014, the Compensation Committee also approved an additional set of threshold, target and maximum levels of non-GAAP segment operating profit performance for the 2014 – 2016 PSUs. These additional goals were set solely to reflect the change in exchange rate for the Company’s Venezuela operations. The Compensation Committee determined that following the end of the performance period, it would measure the Company’s result against both the original performance goals and the additional goals and that PSU payouts, if any, would be based on performance against the goal that provided the lower of the two results. In February 2017, the Compensation Committee considered the Company’s performance against both the original and additional goals. Under the original goal of $940 million non-GAAP segment operating profit, the Compensation Committee considered performance that exceeded the maximum performance level, which would result in a payout of 200% of target shares. Under the additional goal of $754 million in non-GAAP segment operating profit (which reflected the devaluation of the Venezuelan bolivar in March 2014), the Compensation Committee considered performance of $873 million, which would result in a payout of 200% of target

shares. In each case, the cumulative non-GAAP segment operating profit performance results reflect adjustments (in accordance with the terms of the 2013 Equity Incentive Plan) for the impact of foreign exchange, acquisitions and divestitures, and the removal of Venezuela operations from the Company’s non-GAAP results beginning in 2015, due to the inability to repatriate cash, hyperinflation, fixed exchange rate policy, continued currency devaluations and the difficulty raising prices and controlling costs (as described in the Company’s annual report on Form 10-K). These adjustments were designed to ensure that participants are neither helped nor hurt by changes in foreign exchange rates, the impact or timing of acquisitions or divestitures, or the removal of certain operations from non-GAAP results. With respect to Venezuela operations, the results were adjusted to reflect 2015 Venezuela results at the amount originally included in the Company’s non-GAAP segment operating profit target, approved by the Compensation Committee in 2014. The adjustment for Venezuela results yielded a lower PSU payout rate than if the Venezuela results had been included at the actual performance level. The Compensation Committee also considered the Company’s TSR over the performance period, as compared to the S&P 500 index. Brink’s TSR rank was in the 46^th percentile, which did not result in any modification to the payout of PSU awards.

The Compensation Committee approved 2014-2016 PSU payouts at a level of 200%. The following table shows the Company’s strong performance against the performance goal, resulting in the 200% payout.

Individual payouts to each of the named executive officers appear in the Realized Pay Table on page 49.

Tax Deductibility

Under Section 162(m) of the Code, compensation in excess of $1,000,000 paid in any one year to a publicly-held corporation’s covered employees who are employed by the corporation at year-end will not be deductible for federal income tax purposes unless the compensation is considered “qualified performance-based compensation” under Section 162(m) of the Code (or another exemption is met). Covered employees include the Chief Executive Officer and the three other most highly compensated executive officers as of the last day of the taxable year other than the Chief Executive Officer or Chief Financial Officer.

There can be no guarantee, therefore, that amounts potentially subject to the Section 162(m) limitations will be treated by the Internal Revenue Service as qualified performance-based compensation under Section 162(m) of the Code and/or deductible by the Company. A number of requirements must be met under Section 162(m) of the Code in order for particular compensation to qualify for the exception and the rules and regulations are subject to change from time to time. There can be no assurance that amounts intended to constitute “qualified performance-based” compensation, including amounts payable under the KEIP (or any successor plan or program) or the Company’s LTI program, will be fully deductible under all circumstances. In addition, the Company reserves the flexibility to award non-deductible compensation in circumstances where the Company believes, in its good faith business judgment, that such an award is in its best interest in attracting or retaining capable management.

Equity Grant Practices

The Company does not strategically time LTI awards in coordination with the release of material non-public information and has never had a practice of doing so. It is Company policy not to engage in backdating options. In addition, the Company has never timed and does not plan to time the release of material non-public information for the purpose of affecting the value of executive compensation. The accounting for

PSU, MSU and RSU awards granted by the Company is compliant with accounting principles generally accepted in the United States and is disclosed in the Company’s annual and quarterly financial reports filed with the SEC. The pricing of PSUs and MSUs is described on page 52.

“Double Trigger” Acceleration of Vesting Following Change in Control

The Compensation Committee has approved terms and conditions for the executive officers’ PSU awards that provide for double trigger vesting of awards upon a change in control—which means that the vesting of these awards will accelerate only upon certain terminations of employment following a change in control. For Internal Metric PSUs awarded in 2016, a change in control within the first twelve months of the performance period will result in conversion of the awards to time-based RSUs at target level that vest at the end of the performance period. The RSUs resulting from the conversion of PSUs will be subject to a double trigger for accelerated vesting. If a change in control occurs after the first twelve months of the performance period, the Compensation Committee will assess performance against the pre-established goals (adjusted for the reduced duration of the performance period) and the PSUs will be converted to time based RSUs that vest at the end of the performance period for that number of shares of Brink’s Common Stock that is equal to the number of PSUs that would have become payable based on the goals (as adjusted) achieved through the date of the change in control. The RSUs resulting from the conversion of PSUs will be subject to a double trigger for accelerated vesting.

For Relative TSR PSUs awarded in 2016, a change in control within the first twelve months of the performance period will result in conversion of the awards to time-based RSUs that vest at the end of the performance period for that number of shares of Brink’s Common stock that is equal to the number of PSUs that would have become payable based on the goals achieved through the date of the change in control. The RSUs resulting from the conversion of PSUs will be subject to a double trigger for accelerated vesting.

Transition Compensation

The Compensation Committee may approve certain compensation awards in connection with the appointment of individuals to the executive leadership

team. The Compensation Committee considers relevant market data to determine the amount of such awards and, for executives recruited from outside the

Company, the Compensation Committee may consider prior awards to determine the compensation necessary to attract the executive.

Mr. Stoeckert was appointed interim Chief Executive Officer in May 2016. In connection with his appointment, the Board of Directors approved monthly payments to Mr. Stoeckert of $117,000 during his tenure as interim Chief Executive Officer as well as reasonable temporary living and travel expenses. In June 2016, the Board approved a cash award of $110,000 to Mr. Stoeckert in recognition of his service as interim Chief Executive Officer. During his tenure as interim Chief Executive Officer, Mr. Stoeckert did not receive any compensation as a member of the Board of Directors.

In connection with the appointments of Messrs. Pertz and Domanico to their respective positions in June and July 2016, the Compensation Committee approved awards of Inducement RSUs and Inducement Stock Options. Mr. Pertz received an award of Inducement RSUs with a value as of the grant date of $2.63 million and an award of Inducement Stock Options with a grant date value of $2.37 million. Mr. Domanico received an award of Inducement RSUs with a value as of the grant date of $500,000 and an award of Inducement Stock Options with a grant date value of $500,000. The Inducement RSUs vest on the third anniversary of the relevant grant date, subject to the Company realizing positive non-GAAP income from continuing operations for the period beginning July 1, 2016 and ending June 30, 2017. The Inducement Stock Options vest upon the third anniversary of the relevant grant date and the number of options that vest depend on the price of the Company’s common stock. If the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 125% of the closing price on the grant date, then one-third of the options shall vest. If the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 150% of the closing price on the grant date, then another one third of the options shall vest. If the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 160% of the closing price on the grant date, then the final one third of the options shall vest. The vesting of both the Inducement RSUs and Inducement Stock Options are also subject to Messrs. Pertz and

Domanico each continuing to hold shares of common stock purchased on their respective start dates in the amount of $2.5 million for Mr. Pertz and $500,000 for Mr. Domanico. As of March 1, 2017, each of the stock price appreciation targets for the Inducement Stock Options had been met, but the Inducement Stock Options will not vest until the third anniversary of the respective grant dates and remain subject to the requirement, for each of Messrs. Pertz and Domanico, that shares purchased on each executive’s start date continue to be held during the three-year vesting period.

The Compensation Committee approved awards of Promotion RSUs and Promotion Stock Options to Mr. Zukerman in July 2016 in connection with the expansion of his responsibilities as Executive Vice President, Global Markets and Brink’s Global Services. Mr. Zukerman was granted Promotion Stock Options with an aggregate value as of the grant date of $625,000 and Promotion RSUs with an aggregate value of $625,000. The Promotion RSUs vest on the third anniversary of the grant date, subject to the Company realizing positive non-GAAP income from continuing operations for the period beginning July 1, 2016 and ending June 30, 2017. The Promotion Stock Options vest upon the third anniversary of the grant date and the number of options that vest depend on the price of the Company’s common stock. If the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 125% of the closing price on the grant date, then one-third of the options shall vest. If the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 150% of the closing price on the grant date, then another one third of the options shall vest. If the average closing price of the Company’s common stock during any 15 day period between the grant date and the three year anniversary of the grant date is 160% of the closing price on the grant date, then the final one third of the options shall vest. As of March 1, 2017, the stock price appreciation targets had been met, but the Promotion Stock Options will not vest until the third anniversary of the grant date.

In connection with Mr. Marshall’s appointment as Chief Administrative Officer in December 2016 and his service as interim Chief Human Resources Officer

since July 2016, the Compensation Committee approved an award of RSUs with a value of $200,000, which will vest on the third anniversary of the grant date.

Additional information about these awards appears in the Grants of Plan Based Awards Table on page 50.

Benefits

General. The types and amounts of benefits provided to the named executive officers are established based upon an assessment of competitive market factors and a determination of what is needed to attract and retain talent, as well as providing long-term financial security to the Company’s employees and their families. The Company’s primary benefits for the named executive officers include participation in the plans and arrangements listed below.

Deferred Compensation. The Company maintains a non-qualified deferred compensation program, the Key Employees’ Deferred Compensation Program, for certain of its most highly compensated U.S. – based employees, including all of the named executive officers based in the U.S. Under the deferred compensation program, named executive officers may defer a portion of their compensation, which is invested in mutual funds or converted to units that track Brink’s Common Stock, according to the executive’s instructions at the time of enrollment. Matching contributions by the Company are made in the form of units of Brink’s Common Stock, which are subject to a five-year vesting period. As a result, participation in the deferred compensation program enhances the alignment of the interests of the named executive officers with the Company’s shareholders by providing the Company’s executive officers with a further opportunity to meet or make progress against their stock ownership guidelines. The Compensation Committee also believes that the deferred compensation program furthers the Company’s goal of retaining program participants, including the named executive officers, in part, because any matching contributions by the Company are subject to a five-year vesting period that begins at the time of enrollment in the program. Because he is not based in the U.S., Mr. Zukerman does not participate in this program.

For more information on the Company’s deferred compensation program, see “Nonqualified Deferred Compensation” beginning on page 59.

Pension Plans. The Company maintains a frozen noncontributory defined benefit pension-retirement plan covering U.S. employees who met plan eligibility

requirements and were employed before December 31, 2005. In addition, the Company maintains a frozen pension equalization plan under which the Company makes additional payments in excess of those payable under the Code limitations applicable to the pension-retirement plan. Mr. Marshall is the only named executive officer who participates in the U.S. pension-retirement plan and the pension equalization plan. The accrual of benefits under both the pension-retirement plan and the equalization plan has been frozen since December 31, 2005. The Company also maintains pension plans in other countries in which it has operations. Mr. Zukerman participates in the Company’s Switzerland Pension Plan which provides benefits to Switzerland-based employees. For more information on the Company’s pension plans, see “Pension Benefits” beginning on page 55.

Executive Salary Continuation Plan. The U.S.–based named executive officers, with the exception of Mr. Pertz, participate along with other executives in the Company’s Executive Salary Continuation Plan, which, in the event a participant dies while in the employment of the Company, provides that the Company will pay a designated beneficiary a death benefit equal to three times the participant’s annual salary. This benefit is paid out over a 10-year period following the participant’s death. Because he is not based in the U.S., Mr. Zukerman does not participate in this plan and Mr. Pertz did not participate in this plan in 2016.

Long-Term Disability Plan. U.S.-based named executive officers participate along with other salaried U.S. employees in a long-term disability program. In the event that the executive is totally incapacitated, he would receive 50% of current annual base salary plus the average of the last three years’ KEIP payments, with a maximum annual payment of $300,000. These payments would continue (as long as the executive is totally disabled) until the executive reaches the social security normal retirement age.

Welfare Plans and Other Arrangements. Messrs. Pertz, Domanico, Beech, and Marshall are (and Messrs. Schievelbein, Dziedzic were, during the

terms of their employment) also eligible to participate in the Company’s health, dental and vision plans, and various insurance plans, including basic life insurance, and the Company’s matching charitable gifts program on the same basis as any other salaried U.S. employee. Mr. Zukerman participates in accident and illness insurance on the same basis as any other Switzerland-based employee.

Perquisites. For 2016, the Company provided its named executive officers with limited perquisites, including limited personal travel and entertainment, executive physical examinations, relocation benefits, payment of temporary housing expenses, reimbursement of legal fees in connection with the negotiation of Mr. Schievelbein’s succession agreement and Mr. Pertz’s offer letter, payment of certain tax preparation expenses for Mr. Zukerman, and limited use of the company aircraft by the former Chief Executive Officer prior to the sale of the aircraft in June 2016. Except for certain relocation expenses, executives bear all tax consequences and are not grossed up. Certain relocation benefits are subject to a gross up, pursuant to the Company’s relocation policy, which is available on a similar basis to all employees. Additional information is provided on page 48.

Expatriate Allowance. As a global company, Brink’s employs executives around the world, some of whom work outside of their home countries. To enable an expatriate to maintain a reasonable standard of living in countries where living expenses may be higher than the employee’s home country, the Company provides certain allowances and reimbursements to be used for expenses such as housing, cost of living and airfare. In 2016, the Company provided Mr. Zukerman an expatriate allowance in connection with his international assignment. In connection with the Compensation Committee’s approval of changes to Mr. Zukerman’s compensation in connection with the expansion of his role in July 2016, the Compensation Committee determined that Mr. Zukerman will not receive an expatriate allowance after December 31, 2016.

Severance Pay Plan

The Severance Pay Plan provides severance benefits to eligible employees, including the named executive officers, whose employment is terminated by the Company without cause other than by reason of incapacity or terminated by the participant for good

reason. A participant would not be entitled to severance benefits under the Severance Plan if the participant were otherwise eligible for more favorable severance benefits under another arrangement (including a Change in Control Agreement, see below) or in connection with a divestiture in which the participant is offered a comparable position. The Severance Pay Plan provides the following benefits to a participant if his or her employment is terminated under the circumstances described above:

See “Potential Payments Upon Termination or Change In Control” beginning on page 62 of this proxy statement for additional information about the Severance Pay Plan.

Change in Control Agreements

The Company has change in control agreements with each of the named executive officers that are described below under “Potential Payments upon Termination or Change in Control—Change in Control Agreements” beginning on page 65. The Compensation Committee believes that the change in control agreements serve the interests of the Company and its shareholders by ensuring that if a change in control is ever under consideration, the named executive officers will be able to advise the Board whether the potential change in control transaction is in the best interests of shareholders, without being unduly influenced by personal considerations, such as fear of the economic consequences of losing their jobs as a result of a

change in control. The change in control agreements are “double trigger,” which means that benefits become available to named executive officers under the agreements only upon a change in control followed by certain terminations of employment. The Compensation Committee believes that a double trigger appropriately protects the legitimate interests of the named executive officers in employment security without unduly burdening the Company or affecting shareholder value in connection with a change in control. The Compensation Committee reviews the change in control agreements, including the potential payments under these agreements each year.

Compensation Recoupment Policy

In the event the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws, the Company will recoup from the

named executive officers and any recipient of performance-based cash or equity compensation who was directly responsible for the restatement, any performance-based cash or equity-based incentive compensation that they would not have been entitled to receive under the restated results.

Stock Ownership Guidelines and Prohibition Against Hedging

The Company maintains stock ownership guidelines for its executive officers in the amounts below:

Shares of Brink’s Common Stock owned outright, deferred compensation stock-based units and vested and unvested RSUs on an after-tax basis (but not unexercised stock options) are all eligible to be included for purposes of satisfying the guidelines.

Unearned PSUs and MSUs and unvested stock options do not count towards executive officers’ guidelines. Until an executive officer meets his or her stock ownership guideline, the executive officer must hold at least 50% of any profit shares from stock option exercises, restricted stock unit vesting, or payout of any PSUs or MSUs.

Executive officers are prohibited from engaging in any hedging transaction that could reduce or limit the officer’s economic risk relative to his or her holdings, ownership or interest in Company securities. In addition, directors and executive officers are required to obtain approval to pledge Company securities.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Michael J. Herling, Chair
Paul G. Boynton
Ian D. Clough
Susan E. Docherty
Peter A. Feld
Reginald D. Hedgebeth

Summary Compensation Table

The following table presents information with respect to compensation of the named executive officers in 2014, 2015 and 2016.