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Share-Based Compensation Plans | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation Plans | Share-Based Compensation Plans We have share-based compensation plans to attract and retain employees and non-employee directors and to more closely align their interests with those of our shareholders. We have outstanding share-based awards granted to employees under the 2013 Equity Incentive Plan (the "2013 Plan") and the 2017 Equity Incentive Plan (the "2017 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 and the 2017 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. No further grants of awards will be made under the 2013 Plan, although awards previously granted remain outstanding. 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 3.6 million shares underlying the 2017 Plan that are authorized, but not yet granted. Outstanding awards at December 31, 2022, 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 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 and 2022 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, 2022, 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, 2022 |  |
(in millions except years) | 2022 |  | 2021 |  | 2020 |  |  |  |
Performance share units | $ | 34.9 |  |  | 22.3 |  |  | 20.2 |  |  | $ | 22.5 |  |  | 1.6
Restricted stock units | 12.0 |  |  | 8.5 |  |  | 6.0 |  |  | 8.5 |  |  | 1.6
Deferred stock units and fees paid in stock | 1.3 |  |  | 1.3 |  |  | 1.2 |  |  | 0.4 |  |  | 0.4
Performance-based options | — |  |  | 0.3 |  |  | 2.3 |  |  | — |  |  | 0.0
Time-based options | 0.4 |  |  | 0.7 |  |  | 1.6 |  |  | — |  |  | 0.1
Cash based awards | 1.3 |  |  | 1.0 |  |  | 1.4 |  |  | 1.8 |  |  | 1.7
Share-based payment expense | 49.9 |  |  | 34.1 |  |  | 32.7 |  |  |  |  |
Income tax benefit | (11.5) |  |  | (8.1) |  |  | (7.4) |  |  |  |  |
Share-based payment expense, net of tax | $ | 38.4 |  |  | 26.0 |  |  | 25.3 |  |  |  |  |
Value of Distributed or Exercised Awards The value of shares distributed or options exercised in the last three years is as follows:
| Value of Shares Distributed or Exercised(a)
| Years Ended December 31,
(in millions) | 2022 |  | 2021 |  | 2020
Performance share units | $ | 10.0 |  |  | 17.7 |  |  | 33.3 |
Restricted stock units | 9.2 |  |  | 5.8 |  |  | 6.9 |
Deferred stock units and fees paid in stock | 0.6 |  |  | 2.8 |  |  | 0.6 |
Performance-based options(a) | 15.2 |  |  | 0.4 |  |  | 0.5 |
Time-based vesting options(a) | — |  |  | — |  |  | — |
Total | $ | 35.0 |  |  | 26.7 |  |  | 41.3 |
Income tax benefit realized | $ | 8.1 |  |  | 6.1 |  |  | 9.0 |
(a)Intrinsic value for options. Restricted Stock Units (“RSUs”) 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 $64.30 in 2022, $78.35 in 2021 and $70.85 in 2020. The weighted-average discount was approximately 2% in each of 2022, 2021 and 2020. The following table summarizes RSU activity during 2022:
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share
Nonvested balance as of December 31, 2021 | 251.1 |  |  | $ | 74.37 |
Activity from January 1 to December 31, 2022: |  |  |
Granted | 247.4 |  |  | 64.30 |
Forfeited | (39.3) |  |  | 70.21 |
Vested | (149.9) |  |  | 73.53 |
Nonvested balance as of December 31, 2022 | 309.3 |  |  | $ | 67.25 |
Performance Share Units (“PSUs”) We granted Internal Metric PSUs ("IM PSUs") and Total Shareholder Return PSUs ("TSR PSUs") to certain senior executives and employees in the last three years. 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 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. IM PSUs will be paid out in shares of Brink’s stock when the awards vest. For the IM PSUs granted in 2022, 2021 and 2020, 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. TSR PSUs contain 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. The following table summarizes all PSU activity during 2022:
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share
Nonvested balance as of December 31, 2021 | 661.0 |  |  | $ | 81.75 |
Activity from January 1 to December 31, 2022: |  |  |
Granted | 290.4 |  |  | 67.03 |
Forfeited or expired(a) | (82.5) |  |  | 81.94 |
Vested(b) | (142.9) |  |  | 77.61 |
Nonvested balance as of December 31, 2022 | 726.0 |  |  | $ | 76.66 |
(a)Although the service condition had been met, 23.6 thousand TSR PSUs granted in 2019 expired in accordance with the market condition terms of the underlying award agreement. These units had a weighted average grant-date fair value of $105.57 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, 2021 were 144.4 thousand, compared to target shares of 142.9 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, 2021 and 2020:
Terms and Assumptions Used to Estimate Grant Date Fair Value | 2022 TSR PSUs |  | 2021 TSR PSUs |  | 2020 TSR PSUs
Terms of awards: |  |  |  |  |
Performance period | Jan. 1, 2022 to |  | Jan. 1, 2021 to |  | Jan. 1, 2020 to
| Dec. 31, 2024 |  | Dec. 31, 2023 |  | Dec. 31, 2022
Weighted-average assumptions used to estimate fair value: |  |  |  |  |
Expected dividend yield(a) | 1.2 | % |  | 0.8 | % |  | 0.7 | %
Expected stock price volatility(b) | 48.5 | % |  | 48.9 | % |  | 29.6 | %
Risk-free interest rate(c) | 1.8 | % |  | 0.2 | % |  | 1.4 | %
Contractual term in years | 2.8 |  | 2.9 |  | 2.9
Weighted-average fair value estimates at grant date: |  |  |  |  |
In millions | $ | 3.4 |  |  | $ | 2.7 |  |  | $ | 3.6 |
Fair value per share | $ | 87.31 |  |  | $ | 103.83 |  |  | 94.53 |
(a)TSR is determined assuming that dividends are reinvested. 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 the TSR PSU, 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. (b)The expected stock price volatility was calculated on the grant date for the most recent term equivalent to the contractual term in years. (c)The risk-free interest rate on each date of grant is the rate for a zero-coupon U.S. Treasury bill that was commensurate with the grant date contractual term. Options 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. Performance-Based Option Activity The table below summarizes the activity associated with grants of performance-based options:
| 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, 2021(b) | 946.5 |  |  | $ | 45.36 |  |  | $ | 10.25 |  |  |  |  |
Forfeited or expired | (15.3) |  |  | 73.45 |  |  | 17.92 |  |  |  |  |
Exercised(b) | (485.0) |  |  | 29.87 |  |  | 5.91 |  |  |  |  |
Outstanding at December 31, 2022(b) | 446.2 |  |  | $ | 61.23 |  |  | $ | 14.70 |  |  | 0.5 |  | $ | 0.3 |
Of the above, as of December 31, 2022: |  |  |  |  |  |  |  |  |
Exercisable | 446.2 |  |  | $ | 61.23 |  |  |  |  | 0.5 |  | $ | 0.3 |
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, 2022 was $53.71. (b)There were 946.5 thousand exercisable options with a weighted average exercise price of $45.36 at December 31, 2021 an d 757.8 thousand exercisable options with a weighted average exercise price of $38.11 a t December 31, 2020. (c)At December 31, 2022, all outstanding performance options were vested. Time-based Vesting Option Activity The table below summarizes the activity associated with grants of time-based vesting options:
| 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, 2021(b) | 177.1 |  |  | $ | 81.05 |  |  | $ | 21.42 |  |  |  |  |
Forfeited or expired | (15.5) |  |  | 80.21 |  |  | 21.51 |  |  |  |  |
Outstanding at December 31, 2022 | 161.6 |  |  | $ | 81.13 |  |  | $ | 21.41 |  |  | 2.5 |  | $ | — |
Of the above, as of December 31, 2022: |  |  |  |  |  |  |  |  |
Exercisable | 102.7 |  |  | $ | 79.26 |  |  |  |  | 2.1 |  | $ | — |
Expected to vest in future periods(c) | 58.9 |  |  | $ | 84.39 |  |  |  |  | 3.1 |  | $ | — |
(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, 2022 was $53.71. (b)There were 2.7 thousand exercisable options with a weighted average exercise price of $84.65 at December 31, 2021 and December 31, 2020. (c)The number of options expected to vest takes into account an estimate of expected forfeitures. We currently have applied a 5% expected forfeiture rate to the time-based vesting options. The following table provides the weighted-average assumptions used in the Black-Scholes-Merton option pricing model for the time-based vesting options granted in 2020:
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 |
(a)The expected dividend yield is the calculated annual yield on Brink's stock at the time of the grant. (b)The expected stock price volatility was calculated at time of the grant after reviewing the historic volatility of our stock using daily close prices. (c)The risk-free interest rate at each grant date was the rate for a zero-coupon U.S. Treasury bill that was commensurate with the expected life of 4.5 years. (d)The expected term of the options was based on historical exercise, expiration and post-cancellation behavior. Deferred Stock Units (“DSUs”) We granted DSUs to our non-employee directors in 2022 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. The following table summarizes all DSU activity during 2022:
| Shares (in thousands) |  | Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021 | 14.3 |  |  | $ | 78.74 |
Activity from January 1 to December 31, 2022: |  |  |
Granted | 19.7 |  |  | 54.74 |
Forfeited | — |  |  | — |
Vested | (14.3) |  |  | 78.76 |
Nonvested balance as of December 31, 2022 | 19.7 |  |  | $ | 54.74 |
The weighted-average grant-date fair value estimate per share for DSUs granted was $54.74 in 2022, $79.04 in 2021 and $40.46 in 2020. Other Share-Based Compensation 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 150,970 units at December 31, 2022, and 173,652 units at December 31, 2021. 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 19,583 units at December 31, 2022, and 18,148 units at December 31, 2021.

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