We have outstanding share-based awards granted to employees under the 2017 Equity Incentive Plan (the "2017 Plan"). The 2017 Plan permits 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 2017 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. During the first quarter ended March 31, 2023, the remaining outstanding awards granted under the 2013 Equity Incentive Plan (the "2013 Plan") were fully exercised. No further grants of awards will be made under the 2013 Plan.

We also have outstanding deferred stock units granted to directors under the 2017 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.

There are 2.3 million shares underlying the 2017 Plan that are authorized, but not yet granted. Outstanding awards at December 31, 2023, include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.

Compensation expense is measured using the fair-value-based method. Prior to 2020, for employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date. In 2020, the retirement eligibility provisions for many employee awards were changed on a go-forward basis to require a six month notification period prior to actual retirement. For the 2020 awards, we recognized expense from the grant date to six months after the participant's retirement eligible date. In 2021, the retirement eligibility provisions were changed to require a minimum of a one year service period in order to meet the retirement eligible conditions. For the 2021, 2022 and 2023 awards, we recognize expense from the grant date to the earlier of the retirement-eligible date (provided it is not less than one year from the grant date) or the vesting date.

For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered.

Compensation expenses are classified as selling, general and administrative expenses in the consolidated statements of operations. Compensation expenses for the last three years and the amount of unrecognized expense for awards outstanding at December 31, 2023, were as follows:


	Compensation Expense				Unrecognized Expense for Nonvested Awards at		Weighted-average No. of Years Unrecognized Expense to be Recognized
	Years Ended December 31,				Dec 31, 2023
(in millions except years)	2023		2022	2021

Performance share units	$	20.3	34.9	22.3	$	19.5	1.6

Restricted stock units	10.4		12.0	8.5	8.0		1.4
Deferred stock units and fees paid in stock	1.4		1.3	1.3	0.4		0.3
Performance-based options	—		—	0.3	—		—
Time-based options	—		0.4	0.7	—		—
Cash based awards	2.8		1.3	1.0	1.9		1.5
Share-based payment expense	34.9		49.9	34.1
Income tax benefit	(7.9)		(11.5)	(8.1)
Share-based payment expense, net of tax	$	27.0	38.4	26.0


	Value of Shares Distributed or Exercised(a)
	Years Ended December 31,
(in millions)	2023		2022	2021

Performance share units	$	16.3	10.0	17.7

Restricted stock units	8.5		9.2	5.8
Deferred stock units and fees paid in stock	1.0		0.6	2.8
Performance-based options(a)	3.0		15.2	0.4
Time-based vesting options(a)	0.1		—	—
Total	$	28.9	35.0	26.7

Income tax benefit realized	$	7.0	8.1	6.1

We granted RSUs to select senior executives and employees in the last three years that contain only a service condition. RSUs are paid out in shares of Brink’s stock when the awards vest. For RSUs granted during the last three years, the units generally vest ratably in three equal annual installments. In 2020, we additionally granted RSUs that vested after a stated two year service condition had been met.

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 weighted-average fair value per share at grant date was $65.77 in 2023, $64.30 in 2022 and $78.35 in 2021. The weighted-average discount was approximately 2% in each of 2023, 2022 and 2021.


	Shares (in thousands)	Weighted-Average Grant Date Fair Value Per Share

Nonvested balance as of December 31, 2022	309.3	$	67.25
Activity from January 1 to December 31, 2023:
Granted	195.2	65.77
Forfeited	(43.4)	65.32

Vested	(140.9)	68.88
Nonvested balance as of December 31, 2023	320.2	$	65.89

IM PSUs contain a performance condition as well as a service condition. 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. IM PSUs granted in 2023, 2022. and 2020 have a three year performance period. IM PSUs granted in 2021 have a two year performance period with an additional one year of service. In 2023, we also granted IM PSUs to certain employees which contain a market condition, a performance condition, and a service condition. We measure the fair value of IM PSUs containing a market condition at the grant date using a Monte Carlo simulation model.

IM PSUs will be paid out in shares of Brink’s stock when the awards vest. For the IM PSUs granted in 2023, 2022 and 2021, the number of shares paid out ranges from 0% to 200% of an employee’s award, depending on the achievement of pre-established financial goals over the performance period. Shares are not paid out if the financial results do not meet a pre-established threshold level of performance.

Before 2023, we granted TSR PSUs containing a market condition as well as a service condition. We measure the fair value of TSR PSUs at the grant date using a Monte Carlo simulation model. TSR PSUs granted have a three year performance period and typically vest at the end of three years. TSR PSUs are paid out in shares of Brink’s stock when the awards vest. The number of shares paid out ranges from 0% to 200% of an employee's award depending on Brink's relative TSR rank among a selected peer group.


	Shares (in thousands)	Weighted-Average Grant Date Fair Value Per Share

Nonvested balance as of December 31, 2022	726.0	$	76.66
Activity from January 1 to December 31, 2023:
Granted	235.4	69.10
Forfeited or expired(a)	(91.4)	80.20

Vested(b)	(171.5)	82.75
Nonvested balance as of December 31, 2023	698.5	$	72.15

(a)Although the service condition had been met, 31.4 thousand TSR PSUs granted in 2020 expired in accordance with the market condition terms of the underlying award agreement. These units had a weighted average grant-date fair value of $94.52 per share.

(b)The vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2022 were 208.1 thousand, compared to target shares of 171.5 thousand.

The following table provides the terms and weighted-average assumptions used in the Monte Carlo simulation model for the TSR PSUs granted in 2022 and 2021 and IM PSUs with a market condition granted in 2023:


Terms and Assumptions Used to Estimate Grant Date Fair Value	2023 IM PSUs(a)			2022 TSR PSUs			2021 TSR PSUs

Terms of awards:
Performance period	Jan. 1, 2023 to			Jan. 1, 2022 to			Jan. 1, 2021 to
	Dec. 31, 2025			Dec. 31, 2024			Dec. 31, 2023


Weighted-average assumptions used to estimate fair value:
Expected dividend yield(b)	1.2		%	1.2		%	0.8		%
Expected stock price volatility(c)	41.9		%	48.5		%	48.9		%
Risk-free interest rate(d)	4.5		%	1.8		%	0.2		%
Contractual term in years	2.8			2.8			2.9

Weighted-average fair value estimates at grant date:
In millions	$	8.5		$	3.4		$	2.7
Fair value per share	$	72.51		$	87.31		103.83

(b)The stock price projection in the Monte Carlo simulation model assumed a 0% dividend yield, which is mathematically equivalent to reinvesting dividends over the performance period. For the valuation of these PSUs with market conditions, because the holders of the awards have no rights to any dividend paid during the vesting period, we applied a dividend yield in the Monte Carlo simulation model to reduce the projected stock price as of the grant date.

Prior to 2019, we granted primarily performance-based stock options to select senior executives. These performance-based awards have a service condition as well as a market condition. We measure the fair value of these awards at the grant date using a Monte Carlo simulation model. No performance-based options were granted after 2018.

In 2020, 2019 and 2017, we granted time-based vesting stock options to certain senior executives. We measure the fair value of these awards at the grant date using the Black-Scholes-Merton option pricing model.

When vested, options entitle the holder to purchase a specified number of shares of Brink’s stock at a price set at the date the options were granted. The option price for Brink’s options was equal to the market price of Brink’s stock on the award date. Options granted to employees have a maximum term of six years.


	Shares (in thousands)	Weighted- Average Exercise Price Per Share		Weighted-Average Grant Date Fair Value Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(a) (in millions)

Outstanding at December 31, 2022(b)	446.2	$	61.23	$	14.70

Forfeited or expired	—	—		—
Exercised(b)	(271.8)	53.39		12.64
Outstanding at December 31, 2023(b)	174.4	$	73.45	$	17.92	0.1	$	2.5

Of the above, as of December 31, 2023:
Exercisable	174.4	$	73.45			0.1	$	2.5
Expected to vest in future periods(c)	—	$	—			—	$	—

(a)The intrinsic value of a stock option is the difference between the market price of the shares underlying the option and the exercise price of the option. The market price at December 31, 2023 was $87.95.

(b)There were 446.2 thousand exercisable options with a weighted average exercise price of $61.23 at December 31, 2022 and 946.5 thousand exercisable options with a weighted average exercise price of $45.36 at December 31, 2021.


	Shares (in thousands)	Weighted- Average Exercise Price Per Share		Weighted-Average Grant Date Fair Value Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(a) (in millions)

Outstanding at December 31, 2022(b)	161.6	$	81.13	$	21.41

Forfeited or expired	(12.9)	82.16		21.35
Exercised	(33.0)	82.08		21.36
Outstanding at December 31, 2023	115.7	$	80.74	$	21.43	1.4	$	0.8

Of the above, as of December 31, 2023:
Exercisable	115.7	$	80.74			1.4	$	0.8
Expected to vest in future periods(c)	—	$	—			—	$	—

(b)There were 102.7 thousand exercisable options with a weighted average exercise price of $79.26 at December 31, 2022 and 2.7 thousand exercisable options with a weighted average exercise price of $84.65 at December 31, 2021.


Assumptions Used to Estimate Grant Date Fair Value of Time-Based Options	2020

Assumptions used to estimate fair value:
Expected dividend yield(a)	0.7		%
Expected stock price volatility(b)	29.7		%
Risk-free interest rate(c)	1.3		%
Expected term in years(d)	4.5

Weighted-average fair value estimates at grant date:
In millions	$	1.7
Fair value per share	$	21.10

We granted DSUs to our non-employee directors in 2023 and in prior years. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.

DSUs granted after 2014 will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.


	Shares (in thousands)	Weighted-Average Grant-Date Fair Value

Nonvested balance as of December 31, 2022	19.7	$	54.74
Activity from January 1 to December 31, 2023:
Granted	19.2	62.43
Forfeited	—	—
Vested	(19.7)	54.74
Nonvested balance as of December 31, 2023	19.2	$	62.43

We have a deferred compensation plan that allows participants to defer a portion of their compensation into stock units. Units will be redeemed by employees for an equal number of shares of Brink’s stock. Employee deferred compensation accounts held 106,836 units at December 31, 2023, and 150,970 units at December 31, 2022.

We have a stock accumulation plan for our non-employee directors that, prior to 2014, provided for awards of stock units. Additionally, some fees paid to our directors are in the form of stock and may be deferred for distribution to a later date. Directors’ deferred compensation accounts held 21,075 units at December 31, 2023, and 19,583 units at December 31, 2022.