Cushman & Wakefield Ltd DEF 14A, filed Apr 3, 2026

Cushman & Wakefield Ltd. (CWK)

DEF 14A 2026-04-03 For: 2026-05-14

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Added on June 12, 2026

About this DEF 14A

Cushman & Wakefield Ltd filed this DEF 14A on April 3, 2026.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14A-12


Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


			INTERNET


			Visit www.envisionreports.com/CWK You will need the multi-digit number included in your proxy card, voting instruction form or notice card.

			PHONE


			Call +1 (800) 652-8683 or the number on your proxy card, voting instruction form or notice card. You will need the multi-digit number included in your proxy card, voting instruction form or notice card.

			MAIL


			If you received a paper copy of the proxy materials by mail, you may send your completed and signed proxy card or voting instruction form to the address listed on your proxy card or voting instruction form.

			AT THE VIRTUAL ANNUAL MEETING


			To vote online during the virtual Annual Meeting, you will need to access the Annual Meeting by following the instructions on the proxy card or notice card that you received (if you are a shareholder of record) or by registering for access to the Annual Meeting as described in this Proxy Statement (if you are a beneficial owner). If you attend and vote electronically during the virtual Annual Meeting, your vote during the Annual Meeting will replace any earlier vote.


Proposal	Board Vote Recommendations
Election of directors nominees named herein to a one-year term expiring at the 2027 annual general meeting (page 32)		FOR each director nominee
Appointment of KPMG LLP as independent auditor for the year ending December 31, 2026 and authorization of the Audit Committee to set the independent auditor’s remuneration (page 35)		FOR
Non-binding, advisory vote on the compensation of Named Executive Officers as disclosed in this Proxy Statement (“Say-on-Pay”) (page 64)		FOR
Approval of our 2026 Omnibus Share and Cash Incentive Plan (page 65)		FOR


PROXY SUMMARY INFORMATION			4
Voting			4
Voting Matters and Board Recommendations			5
Summary of Director Nominees			5
202 5 Highlights			6

CORPORATE GOVERNANCE			8
Highlights			8
Board Experience, Expertise and Skills			9
Director Nomination Criteria: Qualifications, Skills and Experience			12
202 6 Director Nominees			13
Continuing Directors			16
Board Composition			23
Director Independence			23
Independent Director Meetings			23
Board Leadership Structure			23
Director Compensation Program			24
Succession Planning			25
Compensation Committee Interlocks and Insider Participation			26
Board Role in Enterprise Risk Oversight			26
Board Meetings and Committees			28
Share Ownership Policy			31
Policies on Hedging, Pledging and Insider Trading			31

PROPOSAL 1 – Election of Directors			32

AUDIT AND OTHER FEES			33
Pre-Approval Policies and Procedures			33
Audit Committee Report			33

PROPOSAL 2 – Approval and Appointment of Independent Auditor and Authorization for the Audit Committee to Set the Independent Auditor’s Remuneration			35

COMPENSATION DISCUSSION AND ANALYSIS			36
Executive Officers			36
202 5 Company Performance and Highlights			38
Review of Compensation Practices			38
Compensation Philosophy and Objectives			39
Compensation-Setting Process			39
Clawback Policy			41
Compensation Elements			42
Compensation-Related Risk Assessment			50
Practices Related to the Grant of Equity Awards			50
Compensation Committee Report			50


						225 West Wacker Drive Suite 3000 Chicago, Illinois 60606 Dear Fellow Shareholder: At Cushman & Wakefield we are driven by our desire to make an impact – for the real asset ecosystem, for our communities, and for you – our shareholders. Over the past few years, “Better never settles” has become our rallying cry, in no small part because of how it perfectly captures how we think about our impact. Our impact is never complete. It is not a point in time, nor is it confined by geography or a single unit of measurement. By design, our impact is meant to be replete and longstanding. Every day our approximately 53,000 employees worldwide are inspired by the challenge to serve our clients and communities, better. We pride ourselves in ‘out thinking’ and ‘out doing’, and we revel in the fact that we sit at the intersection of both. We are motivated by the desire to solve complex problems and we know that, now more than ever, complexity is the norm – ever faster, ever changing, and ever important. After more than 100 years of existence, our iconic brand is one of our most valuable assets. We take seriously our responsibility to honor its history, while also ensuring its longevity. As the world’s complexity increases, we are always adapting, analyzing trends, leveraging new technologies, and rethinking our approach to ensure our valuable impact is felt – by you, and for you, for another century to come. After all, Better never settles. Sincerely, MICHELLE MACKAY Chief Executive Officer

We are motivated by the desire to solve complex problems and we know that, now more than ever, complexity is the norm..."


Executive Compensation Tables			51
Employment Arrangements			54
Potential Payments Upon Termination or Change in Control			58
CEO Pay Ratio			60
Pay Versus Performance			61
PROPOSAL 3 – Advisory Vote on Compensation of Named Executive Officers			64
PROPOSAL 4 – Approval of our 2026 Omnibus Share and Cash Incentive Plan			65

SECURITY OWNERSHIP			74

EQUITY COMPENSATION PLAN INFORMATION			75

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			76

OTHER IMPORTANT INFORMATION FOR SHAREHOLDERS			77
Special Note Regarding Forward Looking Statements			77
Communications with the Board			77
Submission of Shareholder Proposals and Board Nominees			79
Shareholder Rights under Bermuda Law			79

GENERAL INFORMATION ABOUT THE ANNUAL MEETING			81
Voting Instructions and Information			81

ANNEX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES			A-1
Use of Non-GAAP Financial Measures			A-1
Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures			A-1
Reconciliations of Non-GAAP financial measures			A-3


ANNEX B: 2026 O M NIBUS SHARE AND CASH INCENTIVE PLAN			B-1


Experience, Expertise or Skill		Importance to Cushman & Wakefield

	Real Estate Industry	Experience in the commercial real estate industry and an understanding of market trends, the competitive landscape, the regulatory framework, financing, and the overall mechanics of how various types of commercial real estate transactions happen.


	Professional Services/ Consulting	Expertise and understanding of professional and client services, client needs, and market dynamics, either through direct experience performing such services or as a consumer of such services.


	Corporate Governance	Expertise and understanding of corporate governance principles and best practices either through service as a director or through academics.


	CEO Leadership/ Executive Management	Strong leadership skills, including “C-Suite” experience with a public company and/or leadership experience as a division president or functional leader within a complex organization, fostering positive organizational culture and implementing effective management strategies.


	Accounting/Finance/Capital Markets	Experience with finance, accounting and financial reporting, with a proven ability to analyze complex financial data, guide strategic financial decisions and evaluate capital structures.


	International Operations	Experience with and understanding of global markets, supporting international strategies, cultivating business relationships internationally and navigating the complexities of operating in diverse geographic regions.


	Human Capital Management	Experience with human capital management, inclusion, talent acquisition and executive compensation strategies.


	Risk Management	Experience in identifying, assessing, managing and prioritizing potential threats and other significant risks facing multinational companies and implementing risk mitigation strategies.


	Organic Growth	Ability to expand a business’s operations, revenue, and market share by maximizing internal resources, innovation, and operational efficiencies.


	Sustainability	Experience with key sustainability and corporate responsibility issues, including sustainability reporting frameworks, developing and implementing sustainability strategies, incorporating environmental, social and governance principles into core business practices, and evaluating and improving supply chain practices.


	Technology/Innovation/Artificial Intelligence ("AI")	Proficiency in leveraging technology and fostering innovation within an organization, which may include an understanding of information technology capabilities, AI, scalable data analytics, digital transformation and/or technology adoption as well as, an awareness of the latest developments in property technology, AI and/or other emerging technology trends.


	Cybersecurity	Understanding of cybersecurity threats, risks and vulnerabilities, compliance standards, testing and tools, and incident response best practices, in each case gained through: (a) prior work experience in cybersecurity; (b) relevant degrees or certifications; or (c) other specific background in cybersecurity.


	Mergers & Acquisitions	Experience with identifying, developing and executing merger & acquisition strategies including financing, financial modeling and due diligence reviews.



JODIE W. MCLEAN			CHIEF EXECUTIVE OFFICER, EDENS


Age: 57 Director Since: October 2018 Current Committees: •NomGov (Chair)			Professional Experience •EDENS, a national retail and mixed-use real estate owner, operator and developer Chief Executive Officer (2015 – present) President and Chief Investment Officer (2002 – 2015) Chief Investment Officer (1997 – 2002) Director Qualifications •Ms. McLean’s extensive executive, strategic and investment experience over 30 years at EDENS, including overall leadership and accountability as Chief Executive Officer for 10 years, enables her to provide valuable strategic insights related to investments, business development and the real estate industry at large to the Company’s management and the Board •Ms. McLean’s deep experience in the retail real estate investment industry, together with strong corporate financial acumen, brings an investor’s perspective to the boardroom and ensures that management remains focused on the priorities of the Company’s shareholders •Ms. McLean’s leadership at a national retail company known for its focus on enriching community and creating meaningful experiences through built space contributes an important perspective to the Board’s discussions regarding enhancing the Company’s impact in the built environment •Ms. McLean’s previous service on the board of directors of the Federal Reserve Bank of Richmond, including as Chairman, brings to the Board insight regarding monetary and economic policy, a particularly valuable contribution in light of the current macroeconomic environment and its impact on the Company Other Boards Current Boards •Milhaus •Wofford College (Trustee) Past Boards, among others •Extended Stay America, Inc. •International Council of Shopping Centers (Trustee) •The Federal Reserve Bank of Richmond •Sid Mashburn



TIMOTHY WENNES			FORMER CHIEF EXECUTIVE OFFICER, SANTANDER HOLDINGS USA


Age: 58 Director Since: August 2025 Current Committees: •Audit			Professional Experience •Santander Holdings USA including Santander Bank, N.A. and Santander Holdings USA, Inc., a nationwide retail and commercial bank President & Chief Executive Officer (2019 – February 2025) •MUFG Union Bank, N.A., a nationwide retail bank West Coast President (2014 – 2019) Vice Chairman (2010 – 2014) Head of the Regional Bank (2008 – 2010) •Countrywide Bank (now part of Bank of America, N.A.), an independent mortgage lender President and Chief Operating Officer, Retail Banking (2003 – 2008) •Wells Fargo, a nationwide retail and commercial bank Community Banking President & other leadership roles (1989 – 2003) Director Qualifications •With over 35 years of experience at major international banks, Mr. Wennes brings a deep understanding of global financial systems, capital markets and cross-border operations to the Company and the Board •Mr. Wennes's oversight of a multi-billion dollar real estate portfolio during his tenure at Santander provides the Board with valuable insight into the client perspective •Mr. Wennes brings to the Board a demonstrated track record of driving organic growth at large-scale institutions through transformation initiatives, digital innovation, strategic partnerships and acceleration of high-potential business lines •Mr. Wennes’s executive leadership through multiple economic cycles and regulatory environments allows him to provide to the Board valuable insight on financial risk, compliance and governance



BILLIE IDA WILLIAMSON			FORMER PARTNER, ERNST & YOUNG LLP


Age: 73 Director Since: August 2018 Current Committees: •Audit (Chair)			Professional Experience •Ernst & Young LLP, a global accounting firm Senior Assurance Partner (1998 – 2011, 1974 – 1993) •Marriott International, Inc., a multinational lodging company Senior Vice President, Finance and Corporate Controller (1996 – 1998) •AMX Corporation, a manufacturer of video switching and control devices Chief Financial Officer (1993 – 1996) Director Qualifications •Ms. Williamson brings to the Board and Audit Committee a wealth of experience in global business operations, finance, risk management, financial reporting, internal controls and audit functions cultivated over a 40-year career as a Big Four partner, public company controller and chief financial officer •As a certified public accountant, Ms. Williamson’s disciplined leadership of the Audit Committee is informed by her deep and nuanced understanding of accounting principles and financial reporting rules and regulations •Ms. Williamson’s significant public company board experience contributes to the Board’s understanding of governance trends and issues faced by public companies Other Boards Current Boards •Pentair plc (NYSE: PNR) •Cricut, Inc. (Nasdaq: CRCT) Past Boards, among others •Kraton Corporation •XL Group Ltd. •CSRA Inc. •Janus Capital Group •Annie’s Inc. •Exelis, Inc.



MICHELLE M. MACKAY			CHIEF EXECUTIVE OFFICER, CUSHMAN & WAKEFIELD LTD.


Age: 59 Director Since: July 2023 (and from 2018 to 2020)			Professional Experience •Cushman & Wakefield Ltd. Chief Executive Officer (July 2023 – present) President and Chief Operating Officer (2022 – July 2023) Executive Vice President and Chief Operating Officer (2020 – 2022) •Safehold Inc. (formerly iStar Inc.), a real estate finance and investment company Senior Advisor to the CEO (2017 – 2018) Executive Vice President of Investments and Head of Capital Markets (2003 – 2017) •UBS, a multinational investment bank and financial services company Executive Director of Commercial Real Estate and Senior Member of Commercial Real Estate Investment Committee (1998 – 2001) •J.P. Morgan, a multinational financial services firm Vice President of Fixed Income (1996 – 1998) •The Hartford Financial Services Group, Inc., an investment and insurance company Assistant Vice President of Real Estate and Fixed Income (1991 – 1996) Director Qualifications •With expertise in real estate investments, global capital markets, operations and finance, and a strong track record for driving profitable growth, including as an executive of the Company, Ms. MacKay brings a unique and deeply informed perspective to the Board and management on the Company’s strategic initiatives and portfolio management •Ms. MacKay plays a crucial role in cultivating strategic partnerships and collaborations to drive business growth, and her ability to foster relationships with key stakeholders serves the Company’s commitment to building strong industry connections •Ms. MacKay’s extensive engagement with the Company’s shareholders ensures that shareholder priorities are given due consideration in the boardroom •Widely recognized as a global industry leader, Ms. MacKay ensures that the Company’s views and interests are well represented on critical issues faced by the industry Other Boards Past Boards •Americold Realty Trust (NYSE: COLD) •WCI Communities, Inc.



SUSAN DAIMLER			FORMER PRESIDENT, ZILLOW GROUP, INC.


Age: 48 Director Since: August 2025 Current Committees: •NomGov			Professional Experience •Zillow Group, Inc, a leading real estate technology company President (February 2021 – November 2024) SVP, Premier Agent (2018 – February 2021) SVP and GM, StreetEasy & Zillow NYC (2012 – 2018) •Buyfolio, Inc., an online residential real estate platform acquired by Zillow Co-Founder (2009 – 2012) •SeatGuru, an online travel platform acquired by Expedia Co-Founder (2004 - 2007) Director Qualifications •Ms. Daimler brings to the Board significant management experience at high-growth, scaled real estate and technology companies, with oversight of strategy, operations, sales and communications teams •As the co-founder of two successful start-up companies, Ms. Daimler provides key insights on entrepreneurship, growth and transformation to the Board •Ms. Daimler’s experience with apps, mobile vending and other technology solutions, as well as her past success in fostering growth and development of technology companies, contributes an important perspective to the Board •Ms. Daimler has a proven track record of pivoting business models, restructuring operations and charting new growth trajectories through market cycles Other Boards Current Boards •PubMatic, Inc. (Nasdaq: PUBM) •The Johns Hopkins University (Board of Trustees)



MICHELLE FELMAN			FORMER CO-HEAD OF ACQUISITIONS AND CAPITAL MARKETS, VORNADO REALTY TRUST


Age: 63 Director Since: November 2023 Current Committees: •Compensation (Chair) •NomGov			Professional Experience •Columbia Business School Adjunct Professor (2017 – present) •Vornado Realty Trust, a publicly traded real estate investment trust Consultant (2011 – 2012) Executive Vice President, Co-Head of Acquisitions and Capital Markets (1997 – 2010) •GE Capital, the financial services division of General Electric Managing Director, Real Estate (1991 – 1997) •Morgan Stanley, a multinational investment bank and financial services company Associate (1988 – 1991) Director Qualifications •Ms. Felman’s experience finding and valuing investment properties, and overseeing the complex process of underwriting, negotiating and structuring their acquisition, contributes a valuable M&A perspective to the Board •Ms. Felman’s business acumen, strong financial perspective and deep experience in global real estate help drive the Company toward its strategic goals •Ms. Felman has extensive international experience and a strong track record working with developers and investors Other Boards Current Boards •Acacia Research Corporation (Nasdaq: ACTG) Past Boards, among others •Cyxtera Technologies, Inc. (OTC: CYXTQ) •Investcorp Holdings B.S.C. (Advisory Director to the real estate group) •Cumming Corporation •Scryer, Inc. (d/b/a Reonomy) •Partners Group Holding AG



JENNIFER J. MCPEEK			FORMER CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER


Age: 56 Director Since: March 2024 Current Committees: •Audit •Compensation			Professional Experience •Align Advisory Partners LLC, a value-based management consultancy Principal Owner (2020 - present) •Russell Investments, an investment firm Chief Financial Officer (2018 – 2019) •Janus Henderson Investors plc (and predecessor firm Janus Capital Group), a global asset manager Chief Operating & Strategy Officer (2016 – 2017) Executive Vice President & Chief Financial Officer (2013 – 2016) Senior Vice President of Corporate Finance & Treasurer (2011 – 2013) Senior Vice President, Corporate Finance (2009 – 2011) •ING Investment Management, Americas, an investment management company Senior Vice President, Head of Strategic Planning (2005 – 2009) •McKinsey & Company, a global consulting firm Associate Principal, Corporate Finance & Strategy Practice (1995 – 2001) Director Qualifications •As a former chief financial officer of a publicly traded company, and as a director on other boards in the financial services industry, Ms. McPeek’s Board and Audit Committee service is informed by her extensive experience with finance, public company responsibilities and strategic transactions •In line with her experience as a consultant to companies on value-based management and incentive design, Ms. McPeek’s contributions to Board discussions emphasize the importance of enhancing shareholder value •As a result of her investments expertise gained from leadership roles at privately held and publicly traded asset management companies, and as a CFA Charterholder, Ms. McPeek offers an insightful perspective on the Company’s investment strategy Other Boards Current Boards •Cboe Global Markets, Inc. (CboeBZX: CBOE) •First American Funds Trust



STEPHEN D. PLAVIN			FORMER SENIOR MANAGING DIRECTOR, REAL ESTATE, BLACKSTONE INC.


Age: 66 Director Since: October 2025 Current Committees: •Non-Executive Chairman of the Board			Professional Experience •Blackstone Inc., a global investment management firm Head of Europe and the Asia Investment Team, and Senior Managing Director, Real Estate Debt Strategies (June 2021 – July 2025) Chief Executive Officer, Blackstone Mortgage Trust, Inc., a publicly traded commercial mortgage REIT (2012 – June 2021) •Capital Trust, Inc., a commercial mortgage REIT and investment manager (and predecessor of Blackstone Mortgage Trust, Inc.) Chief Executive Officer (2009 – 2012) Chief Operating Officer (1998 – 2009) •The Chase Manhattan Bank (and its predecessor Chemical Bank), a multinational bank Global Co-Head of Real Estate and other positions (1984 - 1998) Director Qualifications •Mr. Plavin’s distinguished 40-year career in real estate finance, including leadership roles at Blackstone and Capital Trust, enables him to provide the Board with valuable insights into commercial real estate lending, capital markets and finance transactions, and the commercial real estate industry as a whole •Mr. Plavin’s global experience, including oversight of real estate investing strategies across Europe and Asia, brings a broad international perspective to the Board’s strategic discussions •Mr. Plavin’s strong experience in managing complex transactions and organizational change contributes to the Board’s oversight of corporate strategy and execution •Mr. Plavin’s service on the boards of other public companies, including prior service as a Chairman of the Board, provides the Board with strong corporate governance experience and a deep understanding of shareholder priorities Other Boards Current Boards •Omega Healthcare Investors, Inc. (NYSE: OHI) Past Boards •WCI Communities, Inc. •Blackstone Mortgage Trust, Inc. (NYSE: BXMT) •Capital Trust, Inc.



ANGELA SUN			PRINCIPAL, HYLAND VENTURES LLC


Age: 51 Director Since: November 2021 Current Committees: •Compensation			Professional Experience •Hyland Ventures LLC (f/k/a Rise Health Group Inc.), an early-stage investment and advisory company Principal (March 2021 – present) •Alpha Edison, a venture capital firm Chief Operating Officer and Partner (2019 – 2021) •Bloomberg L.P., a privately held financial, software, data and media company Global Head of Strategy and Corporate Development (2015 – 2017) Chief of Staff to the CEO (2008 – 2014) •Office of New York City Mayor Michael Bloomberg Senior Policy Advisor (2006 – 2008) •McKinsey & Company, a global management consulting firm Engagement Manager (2001 – 2005) •JPMorgan Chase & Co., an investment banking company Financial Analyst, Real Estate Investment Banking Division (1996 – 1998) Director Qualifications •Ms. Sun’s broad-based experience in strategic planning, operations and business development across the financial services, technology, government, healthcare and media sectors brings diverse and invaluable insights into the boardroom •Ms. Sun’s service in the Bloomberg Administration, including overseeing city-wide urban planning and real estate development projects in New York City, provides a unique government and regulatory perspective to the Company’s management and the Board •Ms. Sun’s prior investment banking experience, including in large-scale land use projects, real estate development and commercial real estate transactions, enhances her contributions regarding finance, mergers & acquisitions and other Company transactions •Ms. Sun’s recognized efforts to help establish the Bloomberg Gender Equality Index, an industry-wide standard for issuers and investors, brings an important perspective to the boardroom •Ms. Sun’s public company board experience enhances the Board’s and the NomGov Committee’s understanding of key priorities Other Boards Current Boards •The Western Union Company (NYSE: WU) •Maxim Crane Works, L.P. •Kero Sports Past Boards •Apollo Strategic Growth Company (NYSE: APGB)



RAJESH VENNAM			CHIEF FINANCIAL OFFICER, DARDEN RESTAURANTS, INC.


Age: 51 Director Since: March 2024 Current Committees: •Audit			Professional Experience •Darden Restaurants, Inc., a national multi-brand restaurant owner and operator Senior Vice President, Chief Financial Officer (December 2022 – present) Senior Vice President, Chief Financial Officer and Treasurer (January 2021 – December 2022) Senior Vice President, Corporate Finance and Treasurer (2020 – January 2021) Senior Vice President, Finance & Analytics (2016 – 2020) •The Fresh Market, Inc., a specialty grocery retailer Vice President, Financial Planning & Analysis and Investor Relations (2014 – 2016) •Red Lobster Hospitality, LLC, a restaurant chain operator Senior Vice President, Financial Planning & Analysis and Treasury (2014) Vice President, Finance (2013 – 2014) •Darden Restaurants, Inc., a national multi-brand restaurant owner and operator Director, Financial Planning & Market Analysis, Longhorn Steakhouse (2010 – 2013) Director Qualifications •Mr. Vennam brings to the Board and Audit Committee valuable insight into business operations, corporate finance and treasury cultivated over a career in finance spanning over two decades, including as chief financial officer of a publicly traded company •Mr. Vennam’s background in corporate acquisitions and divestitures, as well as his experience in financial and strategic planning, contributes to the Board’s investment and financial acumen •Mr. Vennam also brings to the Board cross-functional experience gained from his leadership of information technology, investor relations, consumer insights and business analytics functions of large organizations


Type of Compensation	Annual Cash Retainer
Annual Board member retainer		$	110,000
Additional compensation:
Non-Executive Chairman		$	100,000
Lead Director		$	40,000
Audit Committee chair		$	40,000


Compensation Committee chair	$	25,000
NomGov Committee chair	$	20,000
Audit Committee member (non-chair)	$	10,000
Compensation Committee member (non-chair)	$	10,000
NomGov Committee member (non-chair)	$	10,000


Name (1)	Fees Earned or Paid in Cash			Stock Awards (2)			All Other Compensation (3)			Total
Susan Daimler		$	45,734		$	141,645		$	—		$	187,379
Michelle Felman		$	145,000		$	179,998		$	—		$	324,998
Jodie McLean		$	140,000		$	179,998		$	—		$	319,998
Jennifer McPeek		$	120,000		$	179,998		$	—		$	299,998
Stephen Plavin		$	52,500		$	173,658		$	—		$	226,158
Angela Sun		$	130,000		$	179,998		$	—		$	309,998
Rajesh Vennam		$	120,000		$	179,998		$	—		$	299,998
Timothy Wennes		$	45,734		$	141,645		$	—		$	187,379
Brett White (3)		$	122,690		$	280,000		$	25,000		$	427,690
Billie Williamson		$	180,000		$	179,998		$	—		$	359,998

(1)The compensation in the table above reflects partial years of service on the Board and Board committee composition changes throughout 2025, where applicable. Mr. White retired from his role as director and non-Executive Chairman effective July 31, 2025, after which he served as a strategic consultant to the Company from July 31, 2026 until February 28, 2026. Ms. Daimler and Mr. Wennes joined the Board effective August 1, 2025. Mr. Plavin joined the Board effective October 1, 2025. (2)This column represents the grant date fair value of the RSU awards to the Non-Employee Directors, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”), which is based on the closing price of our common shares on the applicable grant date (August 1, 2025 for each of Ms. Daimler and Mr. Wennes; October 1, 2025 for Mr. Plavin; and May 15, 2025 for all other directors). The aggregate number of outstanding stock awards held by our independent directors as of December 31, 2025 consisted of 17,013 for each of Ms. Felman, Ms. McLean, Ms. McPeek, Ms. Sun, Mr. Vennam and Ms. Williamson, 11,873 for each of Ms. Daimler and Mr. Wennes and 10,874 for Mr. Plavin. (3)Mr. White received an RSU grant on May 15, 2025 however, pursuant to its terms, the award was subsequently forfeited in connection with his retirement from the Board. Accordingly, Mr. White did not hold any outstanding stock awards as of December 31, 2025. Amount in “All Other Compensation” column represents payment to Mr. White for his service as a strategic consultant to the Company in fiscal 2025, following his retirement from the Board.


(1)Appointment to Board effective August 1, 2025. (2)Appointment to Board effective October 1, 2025. (3)During 2025, the Audit Committee was comprised of Ms. Williamson (Chair), Ms. McPeek and Mr. Vennam. (4)During 2025, the Compensation Committee was comprised of Ms. Felman (Chair), Ms. McLean and Ms. Sun. (5)During 2025, the NomGov Committee was comprised of Ms. McLean (Chair), Ms. Felman and Ms. Sun.


			Qualifying Equity
CEO			6x Salary
Other Named Executive Officers			3x Salary
Certain other senior business leaders			2x Salary
Non-Employee Directors			5x Annual Base Cash Retainer



FOR			THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE NOMINEES FOR DIRECTOR.


Fees	2025			2024
Audit Fees (1)		$	8,891,000	$	9,263,000
Audit-Related Fees (2)		$	765,000	$	462,000
Tax Fees (3)		$	232,000	$	96,000
All Other Fees (4)		—		—
Total Fees		$	9,888,000	$	9,821,000

(1)Includes fees associated with the audit of our annual financial statements, review of our annual report on Form 10-K and quarterly reports on Form 10-Q, statutory audits, consents and assistance with and review of registration statements filed with the SEC. In addition, audit fees include those fees associated with the audit of the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended ("SOX Act"). (2)Includes fees associated with internal control matters and services not required by statute or regulation. (3)Includes fees associated with tax compliance at domestic and international locations and domestic and international tax advice. (4)Not applicable.



			APPROVAL AND APPOINTMENT OF INDEPENDENT AUDITOR AND AUTHORIZATION FOR THE AUDIT COMMITTEE TO SET THE INDEPENDENT AUDITOR’S REMUNERATION


Age: 60 Executive Vice President & Chief Financial Officer
			NEIL JOHNSTON

			Mr. Johnston has served as our Executive Vice President & Chief Financial Officer since February 2021 and also served as our Chief Accounting Officer from September 2022 to May 2024. Prior to his current role, he served as a consultant to the Company from January 2021 to February 2021. Previously, Mr. Johnston served as Executive Vice President & Chief Financial Officer of Presidio, Inc., a global digital services and solutions provider, from January 2018 to December 2020. Earlier in his career, Mr. Johnston spent more than two decades with Cox Enterprises and its affiliated companies, including serving as Executive Vice President & Chief Financial Officer of Cox Automotive and holding senior finance, strategy, and digital innovation leadership roles across Cox Media Group and Cox Radio, Inc. (together, "Cox"). Prior to joining Cox, Mr. Johnston worked for Coca-Cola Enterprises, Inc. and Deloitte & Touche LLP. Mr. Johnston holds an M.B.A. from the Wharton School of the University of Pennsylvania and degrees in accounting, finance and information systems from Georgia State University and the University of Cape Town, South Africa. He is a Certified Public Accountant (CPA) and a Chartered Accountant (South Africa).


Age: 51 Global President & COO
			ANDREW MCDONALD

			Mr. McDonald has served as our Global President & Chief Operating Officer (“COO”) since July 1, 2023. Prior to these current roles, Mr. McDonald served as our President from January 2022. Prior to that, Mr. McDonald served as Chief Executive, Americas beginning in July 2020. Mr. McDonald led Cushman & Wakefield’s Americas West region from November 2017 to July 2020 and before that he served as Executive Managing Director and Regional Managing Principal for Greater Los Angeles/Orange County. Mr. McDonald began his professional career at ASIMCO, a Beijing-based private equity firm. He later joined Cushman Realty Corporation, which merged with Cushman & Wakefield in 2001. Mr. McDonald currently serves as Board Chair of Altadena Recovery and Rebuild Corporation and is on the Board of Directors of the Los Angeles Fire Department Scholarship Fund. He is a member of the Real Estate Roundtable and the Policy Advisory Board at the Fisher Center for Real Estate and Urban Economics.


Age: 48 Executive Vice President, Chief Legal Officer & Secretary
			NOELLE PERKINS

			Ms. Perkins has served as our Executive Vice President, Chief Legal Officer & Secretary since February 2025. Prior to that, she served as our Executive Vice President, General Counsel & Corporate Secretary since July 2023. Prior to joining Cushman & Wakefield, Ms. Perkins served as Senior Vice President, General Counsel, Chief Risk Officer & Secretary of Univar Solutions, Inc. (“Univar”), a global chemical and ingredient distributor, from November 2019 to June 2023. From March 2018 to October 2019, Ms. Perkins served as Deputy General Counsel and Assistant Secretary of Univar. Prior to that, Ms. Perkins served as Chief Counsel for the Oilseeds Processing segment of Archer Daniels Midland Company, a global agricultural processing and food ingredient public company, from August 2014 to March 2018. She holds a B.A. from Northwestern University and a J.D. from the University of Illinois College of Law.


Age: 51 Executive Vice President, Chief Investment & Strategy Officer
			NATHANIEL ROBINSON

			Mr. Robinson has served as our Executive Vice President, Chief Investment & Strategy Officer since July 2023. Prior to that, he served as our Chief Investment Officer and Executive Vice President of Strategic Planning beginning in 2018 and as our Senior Vice President, Corporate Development beginning in 2016. Prior to joining Cushman & Wakefield, Mr. Robinson was an Investment Partner at Virgo Capital where he focused on making new platform investments and developing strategic initiatives for the firm’s portfolio companies. Mr. Robinson also previously worked in Morgan Stanley’s Global Technology Group and is a co-founder and former chairman of PhillyCarShare, which was acquired by Enterprise Holdings in 2011. He holds a B.S. in finance and accounting from Drexel University, a M.P.P. from Harvard University and a M.B.A. from Dartmouth College.



			In December 2025, we hosted our Investor Day in New York City and via webcast, giving shareholders the opportunity to deeply understand the Company's long-term strategic priorities and financial targets.

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			We generated $10.3 billion in revenue in 2025, an increase of 9% from the prior year.


			We generated $340.4 million of net cash from operating activities and $293.0 million of free cash flow(1) in 2025, an increase of $132.4 million and $126.0 million, respectively, from the prior year, demonstrating our focused management of the Company’s working capital as well as our prudence in capital spending.


			Diluted earnings per share of $0.38 decreased by $0.18, or 32%, and adjusted diluted earnings per share(1) of $1.22 was up $0.31, or 34%, from the prior year.


			In 2025, we completed three repricings of our term loans due in 2030, achieving the lowest credit spread in our history. We also elected to prepay $300.0 million in principal outstanding under our term loans.


			At December 31, 2025, we had $1.8 billion in liquidity, consisting of $1.0 billion (undrawn) availability under our revolving credit facility and $0.8 billion of cash and cash equivalents. We believe this level of liquidity is healthy and provides us with adequate flexibility to prudently manage our business regardless of external conditions.


(1)Non-GAAP financial measure. For more information and for a reconciliation of Net cash provided by operating activities to Free cash flow and a reconciliation of Net income to Adjusted net income and Adjusted diluted earnings per share, see Annex A of this Proxy Statement.


Peer Group	2024 Peer	2025 Peer
ABM Industries Incorporated (NYSE: ABM)		X
AECOM (NYSE: ACM)	X	X
BXP, Inc. (NYSE: BXP)	X	X
CBRE Group, Inc. (NYSE: CBRE)	X	X
CGI Inc. (NYSE: GIB)	X
Colliers International Group Inc. (Nasdaq: CIGI)	X	X
Compass, Inc. (NYSE: Compass) (1)	X	X
DXC Technology Company (NYSE: DXC)	X	X
EMCOR Group, Inc. (NYSE: EME)	X	X
Fluor Corporation (NYSE: FLR)	X	X
Jacobs Solutions Inc. (NYSE: J)	X	X
Jones Lang LaSalle Inc. (NYSE: JLL)	X	X
KBR, Inc. (NYSE: KBR)	X
ManpowerGroup Inc. (NYSE: MAN)	X	X
Newmark Group, Inc. (Nasdaq: NMRK)	X	X
Stantec Inc. (NYSE: STN)		X
Unisys Corporation (NYSE: UIS)	X
Vornado Realty Trust (NYSE: VNO)	X	X


Pay Component	Purpose & Key Features	Primary Drivers/Metrics
Base Salary	•Compensates for expected day-to-day responsibilities •Provides competitive pay to attract and retain executives •Delivered in cash	•Market pay rates and desired compensation position with respect to our peer group •Qualifications, experience and tenure •Scope of responsibilities •Individual performance •Criticality of role •Internal equity
Annual Incentive Plan Compensation	•Short-term, at-risk compensation •Focus on the achievement of annual operating plan ("AOP") financial objectives •Capped at 200% of target award •Delivered in cash	•Compensation EBITDA •Individual performance against goals and our DRIVE values
Long Term Equity Awards	•Long-term, partially at-risk compensation •Aligns executives with the long-term interests of shareholders and creates an "ownership culture" •Provides a total compensation opportunity with payouts varying based on Company performance, but capped at a certain maximum percentage •Delivered in a mix of time-based RSUs and performance-based RSUs (“PRSUs”) •Serves as a retention incentive	•Adjusted EPS Metric •Relative total shareholder return ("relative TSR") Modifier •Value directly linked to share price •Individual performance •Future potential •Continued employment
Health, Welfare and Other Customary Benefits	•Employee benefits provided to our Named Executive Officers on the same basis as our other full-time employees	•Market considerations
Perquisites	•Limited perquisites provided to our most senior executives designed to support the performance of their duties and enhance their security, productivity, and availability	•Market and external considerations


Named Executive Officer	2025 Base Salary		2024 Base Salary			Percent Change
Ms. MacKay (1)	$	1,250,000		$	1,000,000		25.0	%
Mr. Johnston (2)	$	700,000		$	600,000		16.7	%
Mr. McDonald	$	900,000		$	900,000		0.0	%
Mr. Robinson	$	500,000		$	500,000		0.0	%
Ms. Perkins (3)	$	600,000		$	580,000		3.4	%

(1)Effective January 1, 2025, the Board approved an increase in Ms. MacKay's base salary to $1,250,000 to better align her total compensation with the market and to recognize her performance. (2)Effective July 1, 2025, the Compensation Committee approved an increase in Mr. Johnston's base salary to $700,000 to recognize his experience and performance. (3)Effective January 1, 2025, the Compensation Committee approved an increase in Ms. Perkins's to $600,000 to better align her total compensation with the market and to recognize her performance.


Named Executive Officer	2025 Target Cash Bonus			2024 Target Cash Bonus
Ms. MacKay		$	2,500,000		$	2,500,000
Mr. Johnston (1)		$	975,616		$	900,000
Mr. McDonald		$	1,700,000		$	1,700,000
Mr. Robinson		$	1,000,000		$	1,000,000
Ms. Perkins (2)		$	600,000		$	522,000

(1)Effective July 1, 2025, the Compensation Committee approved an increase in Mr. Johnston's target annual bonus opportunity from $900,000 to $1,050,000 to better recognize Mr. Johnston’s experience and performance. The 2025 target cash bonus amount shown above reflects a prorated value to account for Mr. Johnston’s mid-year increase. (2)Effective January 1, 2025, the Compensation Committee approved an increase in Ms. Perkins' target annual bonus opportunity from $522,000 to $600,000 to better align Ms. Perkins' total compensation with the market and to recognize her performance.