Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Chief Financial Officer OnAugust 9, 2022 ,Ronald J. Domanico notifiedThe Brink's Company (the "Company") that he would step down as Executive Vice President and Chief Financial Officer of the Company, effectiveAugust 24, 2022 .Mr. Domanico will remain employed by the Company to assist with the transition of his role and will continue to serve as President of Brink'sCapital, LLC and be responsible for the Company's Sustainability Program. There are no disagreements between the Company andMr. Domanico , and his departure is not related to the operations, policies or practices of the Company or any issues regarding the Company's financial statements or accounting policies or practices.
Appointment of Chief Financial Officer
OnAugust 9, 2022 , the Company announced thatKurt B. McMaken , age 52, will join the Company onAugust 24, 2022 as Executive Vice President and Chief Financial Officer (principal financial officer).Mr. McMaken has served in a number of financial and management roles of increasing responsibility at Eaton Corporation plc, an intelligent power management company ("Eaton"), since 2001, most recently as Senior Vice President, Operations Finance and Transformation. Prior to that,Mr. McMaken served in Audit & Business Advisory Services atPricewaterhouseCoopers LLP from 1992 to 1999.Mr. McMaken has a Bachelor of Science degree fromGeorgetown University and a Master of Business Administration degree from theUniversity of Chicago Booth School of Business .
In connection with
Annual Base Salary$600,000 . Annual Bonus Participation in the Brink's Incentive
Plan ("BIP") with a target of
80% of earned base salary, with the actual payout ranging from 0% to 200% of target, subject to a maximum of 160% of earned base salary. The 2022 bonus payment will not be prorated based on the full calendar year throughDecember 31, 2022 .
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Long-Term Incentive Awards Eligibility for equity awards consistent with those granted to other senior executives of Company, with a target long-term incentive opportunity of$2.1 million (the "LTI"). These awards will consist of the following, subject to the approval of theCompensation and Human Capital Committee (the "Committee") •25% of the LTI composed of restricted stock units ("RSUs"), which will vest in three equal annual installments; and •25% of the LTI composed of relative total shareholder return performance share units, which have a
three-year performance period
endingDecember 31, 2024 with a payout between 0% and 200% of target shares based on total shareholder return goals approved by the Committee. •50% of the LTI composed of internal metric performance share units ("IM PSUs"), which have a three-year performance period endingDecember 31, 2024 , with a payout between 0% and 200% of target shares based on achievement of a three-year total non-GAAP EBITDA target. Additionally,Mr. McMaken will be eligible for a sign-on target long term incentive opportunity of$1.3 million , subject to the approval of the Committee (the "Sign-on LTI"), which is intended to buy out equity that will be forfeited byMr. McMaken with his former employer. The Sign-on LTI consists of the following, subject to the approval of the Committee: •40% of the Sign-on LTI composed of IM PSUs with the same terms as noted above and •60% of the Sign-on LTI composed of RSUs,
which will vest in two equal
annual installments. Sign-on BonusMr. McMaken will receive a one-time cash
payment of
to be agreed uponMr. McMaken and the Company,
which is intended to
provide near term cash flow thatMr. McMaken
will forfeit by leaving
his former employer and must be repaid in full
in the event Mr.
McMaken voluntarily leaves the Company within
12 months of his start
date. Employee BenefitsMr. McMaken will be eligible for the following
employee benefits:
•Employee benefits and perquisites on the
same basis as other senior
executives of the Company; and •Relocation assistance pursuant to the
Company's relocation policy up
to$100,000 , as well as a taxable, temporary
housing reimbursement of
up to$5,000 per month for the 12-month period
from
start date. Termination and Change inMr. McMaken will be eligible to participate in the Company's Severance Control Benefits Pay Plan as a Tier 2 Participant. Additionally,Mr. McMaken will also be eligible to participate in the Company's
Change in Control Plan. Stock Ownership Guidelines Consistent with the Company's Executive Officer Stock Ownership
Guidelines,Mr. McMaken will be subject to a
stock ownership guideline
of three times base salary.
-------------------------------------------------------------------------------- Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release, datedAugust 9, 2022 , issued byThe Brink's Company 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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