Share-based compensation plans

We have share-based compensation plans to retain employees and nonemployee directors and to more closely align their interests with those of our shareholders.

We have granted share-based awards to employees under the 2005 Equity Incentive Plan and the 2013 Equity Incentive Plan. These plans permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan also permits cash awards to eligible employees. The 2005 Plan was replaced by the 2013 Plan effective in February 2013. No further grants of awards will be made under the 2005 Plan.

We have granted deferred stock units to directors through the Non-Employee Directors’ Equity Plan. Share-based awards were granted to directors and remain outstanding under the Non-Employee Directors’ Stock Option Plan and the Directors’ Stock Accumulation Plan, both of which have expired.

Outstanding awards at September 30, 2015 include performance share units, market share units, restricted stock units, deferred stock units and stock options.

Compensation Expense

Compensation expense is measured using the fair-value-based method. For employee and director awards considered equity grants, compensation expense is recognized from the grant date to the earlier of the retirement-eligible date or the vesting date.

Compensation expenses are classified as selling, general and administrative expenses in the consolidated statements of income (loss). Compensation expenses for the share-based awards were as follows:



	Compensation Expense					Compensation Expense
	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2015			2014		2015		2014

Performance Share Units	$	1.6		2.7		6.1		6.2
Market Share Units	0.2			(0.2	)	2.1		1.6
Restricted Stock Units	0.6			0.6		2.5		5.6
Deferred Stock Units	0.1			0.1		0.3		0.6
Stock Options	—			(0.5	)	—		2.2
Share-based payment expense	2.5			2.7		11.0		16.2
Income tax benefit	(0.8		)	(0.9	)	(3.7	)	(5.5	)
Share-based payment expense, net of tax	$	1.7		1.8		7.3		10.7

Recoupment Policy Change in 2014

For certain awards outstanding as of July 2010 and for awards granted between July 2010 and July 2014, we concluded in the second quarter of 2014 that the employee and employer did not have a mutual understanding related to the application of a compensation recoupment policy that was established in 2010. As a result, we concluded that the service inception date preceded the grant date for equity awards outstanding at that time. Our recoupment policy was revised in July 2014 and, as a result, we concluded that certain outstanding awards have grant dates that reflect the date of the revision of the policy on July 11, 2014. Approximately 130 employees who received share-based awards were affected by the change in policy. As a result, we recognized $2.4 million of expense through the nine months ended September 30, 2014 for the cumulative effect of this accounting error.

Restricted Stock Units (“RSUs”)

We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.

The following table summarizes RSU activity during the first nine months of 2015:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2014	367.1		$	25.87
Granted	117.1		26.44
Cancelled	(51.4	)	26.01
Vested	(163.4	)	26.67
Nonvested balance as of September 30, 2015	269.4		$	25.62

Performance Share Units (“PSUs”)

The majority of PSUs granted contain a market condition in addition to a performance condition. We measure the fair value of these PSUs at the grant date using a Monte Carlo simulation model.

A small portion of PSUs granted contain only performance conditions. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.

The following table provides the terms and weighted average assumptions used in the valuation of those PSUs containing a market condition:



Terms and Assumptions Used to Estimate Fair Value of PSUs	PSUs Granted in the First Nine Months of 2015
Date of Measurement	February 20, 2015^(a)

Terms of awards:
Performance period	Jan. 1, 2015 to
	Dec. 31, 2017
Beginning average price of Brink’s common stock	$	23.19

Assumptions used to estimate fair value:
Expected dividend yield^(b)	0		%
Expected stock price volatility	30		%
Risk-free interest rate	1.0		%
Contractual term in years	2.9

Weighted-average fair value estimate per share	$	28.97


(a)	Represents the date awards were granted to employee.


(b)	PSUs are not entitled to dividends during the performance period.

The following table summarizes all PSU activity during the first nine months of 2015:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2014	343.6		$	24.06
Granted	199.1		29.10
Cancelled	(35.2	)	25.44
Vested	—		—
Nonvested balance as of September 30, 2015	507.5		$	25.95

Market Share Units (“MSUs”)

We measure the fair value of MSUs at the grant date using a Monte Carlo simulation model. The following table provides the terms and the weighted average assumptions used in the valuation of the MSUs:



Terms and Assumptions Used to Estimate Fair Value of MSUs	MSUs Granted in the First Nine Months of 2015
Date of Measurement	February 20, 2015^(a)

Terms of awards:
Performance period	Jan. 1, 2015 to
	Dec. 31, 2017
Beginning average price of Brink’s common stock	$	23.19

Assumptions used to estimate fair value:
Expected dividend yield^(b)	0		%
Expected stock price volatility	30		%
Risk-free interest rate	1.0		%
Contractual term in years	2.9

Weighted-average fair value estimate per share	$	30.37


(a)	Represents the date awards were granted to employee.


(b)	MSUs are not entitled to dividends during the performance period.

The following table summarizes all MSU activity during the first nine months of 2015:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2014	163.3		$	25.47
Granted	108.6		30.37
Cancelled	(13.1	)	27.86
Vested	—		—
Nonvested balance as of September 30, 2015	258.8		$	27.40

Deferred Stock Units ("DSUs")

DSUs granted in 2015 will be paid out to our independent directors in shares of Brink's stock when the award vests, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted in prior years, in general, will be paid out in shares of stock following separation from service. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock.

The following table summarizes all DSU activity during the first nine months of 2015:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2014	28.3		$	24.70
Granted	21.4		32.79
Cancelled	—		—
Vested	(28.3	)	24.70
Nonvested balance as of September 30, 2015	21.4		$	32.79