We also believe that all of our director nominees have a reputation for honesty and adherence to high ethical standards. Each agreed to be named in this Proxy Statement and to serve if elected.

Director Nomination Criteria: Qualifications, Skills and Experience

The criteria for selecting director candidates is set out in theOur Corporate Governance Guidelines and in the charter of the Nominating and Corporate Governance Committee. Both of these documents are available at https://ir.cushmanwakefield.com/governance/governance-documents.Committee (the “NomGov Committee”) address the criteria for selecting director candidates. In evaluating candidates, the Board seeks individuals of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interests of all shareholders and provide practical insights and diverse perspectives. In connection with its annual recommendation of director nominees, the Nominating and Corporate GovernanceNomGov Committee assesses the contributions of incumbent directors eligible for nomination for a furthersubsequent term.

The Nominating and Corporate GovernanceNomGov Committee is responsible for identifying and screening candidates, for developing and recommending to the Board criteria for nominees, for evaluating candidates recommended or nominated by shareholders, forand recommending to the Board all nominees for election to the Board at the annual general meeting of shareholders, and for recommending any other action with respect to candidates nominated by shareholders. The Corporate Governance Guidelines and the charter of the Nominating and Corporate GovernanceNomGov Committee authorize the Nominating and Corporate Governance Committee to determinedetermines the qualifications, qualities skills and other expertise required to be a director, but also sets outincluding the following minimum qualification requirements:following:

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Although the Board does not have a specific diversity policy, the Board and Nominating and Corporate Governancethe NomGov Committee actively seek and believe the Board significantly benefits from a diversity of backgrounds, on the Board, including diversity with respect to gender, race, ethnic and national background, geography, age and sexual orientation.

The Board has not introduced term or age limits. While term limits could help ensure that fresh ideas and viewpoints are available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop over a period of time, increased insightvaluable insights into the Company and its operations and, therefore, provide significant contributions to the Board as a whole.over time.

The Nominating and Corporate GovernanceNomGov Committee may consider candidates for the Board from any reasonable source, including from a search firm engaged by the Nominating and Corporate GovernanceNomGov Committee or shareholder recommendations.

Beginning in 2023, the NomGov Committee has engaged a director search firm to assist with director recruitment and director succession planning. The NomGov Committee believes such search firm is valuable in assessing available pools of talent in order for the NomGov Committee to identify and recruit the best possible director candidates for the Company. Although we do not have a formal policy with regard to the consideration of any director nominees recommended by shareholders, a shareholder or group of shareholders may recommend potential candidates for consideration. We do not have such a policy because the Nominating and Corporate GovernanceNomGov Committee believes that it can adequately evaluate any such nominees on a case-by-case basis.

Subject to the rights of the parties under the Shareholders Agreement (see “—Board Composition” below), the NomGov Committee will evaluate potential candidates for director recommended by our shareholders using the same criteria and process outlined in our Corporate Governance Guidelines. In addition, shareholders seeking to request that an individual be nominated as a director must generally deliver any such requestfollow the notification and accompanyingother requirements set forth in our Articles of Association (see “Other Important Information for Shareholders—Submission of Shareholder Proposals and Board Nominees” for further information in writing to the Corporate Secretary at 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606 not earlier than the close of business on the one hundredabout these notification and twentieth (120) calendar day nor later than the close of business on the ninetieth (90) calendar day prior to the date of the first anniversary of the preceding year’s annual general meeting. The request must include all information relating to such director nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to be named in the proxy statement as nominee and to serve as a director if elected. In addition, the request must include, among other things:requirements).

2023 Director Nominees

	BRETT WHITE
	QUALIFICATIONS, ATTRIBUTES AND SKILLS: The Board believes that Mr. White’s extensive experience, global leadership and knowledge of commercial real estate qualify him to serve on the Board.

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2024 Director Nominees

MICHELLE MACKAY

JODIE MCLEANCHIEF EXECUTIVE OFFICER, CUSHMAN & WAKEFIELD PLC

QUALIFICATIONS, ATTRIBUTES AND SKILLS: The Board believes that Ms. McLean’s 25 years of Age: 57 Director Since: 2023 (and from 2018 to 2020)

Professional Experience •   Cushman & Wakefield plc Chief Executive Officer (2023 – present) President and Chief Operating Officer (2022 – 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 CommercialReal 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 managementinsurance company Assistant Vice President of Real Estate and Fixed Income (1991 – 1996) Director Qualifications •   With expertise qualify her to serve onin real estate investments, global capital markets, operations and finance, and a strong track record for driving profitable growth, including as an executive of the Board.

Skills & Experience

Real Estate Industry	BILLIE WILLIAMSONProfessional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	International Operations	Human Capital Management	Risk Management	Mergers & Acquisitions
	QUALIFICATIONS, ATTRIBUTES AND SKILLS: The Board believes that Ms. Williamson’s significant expertise and leadership in finance, accounting and public company governance qualify her to serve on the Board.

Required Vote

A nominee must receive more votes “FOR” than “AGAINST” her or his re-election in order to be re-elected. Shareholders may vote “FOR” or “AGAINST” all three or any of the nominees or may elect to “ABSTAIN” their vote for all three or any of the nominees. Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election.

Recommendation

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CORPORATE GOVERNANCE

Skills & Experience

Real Estate  Industry	Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Compensation AccountabilityAccounting / Finance / Capital Markets	International Operations	Shareholder RightsHuman Capital Management	Sustainability	Technology / Innovation	Cybersecurity	Mergers & Acquisitions
•  10 directors, 8 of whom are independent •  Independent lead director •  Regular executive sessions of independent directors •  All Board committees consist entirely of independent directors •  Robust Global Code of Business Conduct and other governance policies		•  Share ownership requirements for non-employee directors and executive officers •  Policy restricting trading, and prohibiting hedging and short- selling, of our shares •  Compensation clawback policy for executive officers •  No gross-up for tax liabilities		•  Shareholder rights to call special meetings •  Majority voting requirement for directors in uncontested elections •  Annual advisory Say-on-Pay vote

Board Diversity

The following charts summarize the racial and ethnic and gender diversity, independence, tenure and age of our current directors.

Shareholder Recommendations of Director Candidates

If you are a shareholder who would like to recommend a candidate for our Nominating and Corporate Governance Committee to consider for possible inclusion in our 2024 proxy statement, you must send notice to our Corporate Secretary at 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606, by registered, certified or express mail, and provide a brief biography of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of your share ownership. The Nominating and Corporate Governance Committee or its chair will then consider the recommended director candidate in accordance with the criteria for director selection described under “Proposal 1 Election of Directors—Director Nomination Criteria: Qualifications, Skills and Experience” on page 9.

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Director Independence

Skills & Experience

Real Estate Industry	Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	Human Capital Management	Risk Management	Sustainability	Technology / Innovation	Cybersecurity	Mergers & Acquisitions

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Continuing Directors

Since

Below are the biographies of our other current directors.

Skills & Experience

Real Estate Industry	Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	International Operations	Human Capital Management	Risk Management	Mergers & Acquisitions

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Skills & Experience

Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	International Operations	Human Capital Management	Mergers & Acquisitions

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Skills & Experience

Real Estate Industry	Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	International Operations	Human Capital Management	Risk Management	Technology / Innovation	Cybersecurity	Mergers & Acquisitions

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Skills & Experience

Real Estate Industry	Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	Human Capital Management	Risk Management	Technology / Innovation	Cybersecurity	Mergers & Acquisitions

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Skills & Experience

Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	International Operations	Human Capital Management	Risk Management	Mergers & Acquisitions

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Skills & Experience

Real Estate Industry	Professional Services / Consulting	Corporate Governance	CEO Leadership / Executive Management	Accounting / Finance / Capital Markets	International Operations	Human Capital Management	Risk Management	Sustainability	Technology / Innovation	Mergers & Acquisitions

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Board Composition

Our business and affairs are managed under the direction of the Board, which is currently comprised of ten directors. Our Articles of Association provide that the Board will have a minimum of five and maximum of eleven directors. The Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual general meeting of shareholders. Ms. MacKay, Mr. Dattels, Ms. Sun and Mr. Vennam serve as Class III directors with a term expiring at the Annual Meeting. Mr. Coslet, Ms. Felman and Ms. McPeek serve as Class I directors with a term expiring at our 2025 annual general meeting. Mr. White, Ms. McLean and Ms. Williamson serve as Class II directors with a term expiring at our 2026 annual general meeting. Upon the expiration of the term of office for each class of directors, each director in such class shall be up for election for a term of three years and, if elected, shall serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a determination the directors then in office.

As previously reported, Mr. Dattels, who has been a member of the Board since our initial public offering, informed the Company of his decision to retire and not to stand for re-election at the Annual Meeting. His term on the Board will expire at the conclusion of the Annual Meeting. In light of Mr. Dattels’ retirement, the Board is considering whether to reduce the size of the Board to nine directors upon expiration of Mr. Dattels’ term at the Annual Meeting.

In connection with the closing of our initial public offering in August 2018, we entered into a Shareholders Agreement (the “Shareholders Agreement”) with TPG Global, LLC (together with its affiliates, “TPG”), PAG Asia Capital (together with its affiliates, “PAG,” and collectively with TPG, the “Principal Shareholders”), and Ontario Teachers’ Pension Plan Board (“OTPP,” and collectively with the Principal Shareholders, the “Founding Shareholders”). The Shareholders Agreement provides that the Founding Shareholders have certain rights to designate candidates for nomination to the Board. In June 2021, OTPP waived further exercise of its director nomination rights under the Shareholders Agreement. The Shareholders Agreement provides that for so long as each of TPG and PAG own at least 7.5% of our total ordinary shares outstanding as of the closing of our initial public offering, TPG and PAG would each be entitled to designate for nomination two of the seats on the Board. Thereafter, each of TPG and PAG will be entitled to designate for nomination one of the seats on the Board so long as they each own at least 2.5% of our total ordinary shares outstanding as of the closing of our initial public offering. Subject to any restrictions under applicable law or the NYSE listing rules, each of TPG and PAG also have beenthe ability to appoint one director to each Board committee for as long as they have the right to designate for nomination at least one of the seats on the Board. We are required, to the extent permitted by applicable law, to take all necessary action (as defined in the Shareholders Agreement) to cause the Board and each Board committee to include certain persons designated by TPG in the slate of director nominees recommended by the Board for election by the shareholders and solicit proxies and consents in favor of such director nominees.

Pursuant to the Shareholders Agreement, Lincoln Pan (a former Class III director whose term would have expired at the Annual Meeting) and Anthony Miller (a former Class I director whose term would have expired at the 2025 annual general meeting of shareholders) were previously designated by PAG as director nominees in 2017 and 2021, respectively. On March 12, 2024, each of Mr. Pan and Mr. Miller notified the Board of his decision to resign from the Board, effective as of March 18, 2024, which the Board accepted. Notwithstanding PAG’s right, based on its then-current level of share ownership, to designate one replacement nominee pursuant to the terms of the Shareholders Agreement, on March 12, 2024 PAG advised the Company that it would not designate a director to be included in the slate of director nominees+ for election at the Annual Meeting and also waived its Board committee appointment rights and certain other approval rights under the Shareholders Agreement.

Pursuant to the Shareholders Agreement, Mr. Coslet and Mr. Dattels were previously designated by TPG as director nominees in 2018. As of March 25, 2024, TPG continued to hold the number of ordinary shares needed to retain the right under the Shareholders Agreement to designate two candidates for nomination to the Board.

Director Independence

Our ordinary shares are listed on the New York Stock Exchange (“NYSE”).NYSE. Subject to certain exceptions, the NYSE listing rules require that (i) independent directors comprise a majority of a listed company’s board of directors and (ii) each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Members of the compensation committee and the audit committee of a listed company must also satisfy certain enhanced independence requirements under the NYSE listing rules and the rules promulgated under U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Rule 10A-3.10A-3 and Rule 10C-1.

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The Board has undertaken a review of its composition, the composition of its committees and the independence of each director. For a director to be considered independent under the NYSE listing rules, the Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer or an organization that has a relationship with the Company). Based upon information requested from and provided byThe Board has affirmatively determined that each director concerning his or her background, employmentwho served during 2023 was, and affiliations, including family relationships,each nominee for director and current director qualifies as, an independent director in accordance with the NYSE listing rules, except for Mr. White, our Executive Chairman; Ms. MacKay, our current Chief Executive Officer (“CEO”) (who joined the Board has determined that eight out of ten ofin July 2023); and Mr. Forrester, our current directors are independent under NYSE rules. The independent directors are Angelique Brunner, Jonathan Coslet, Timothy Dattels, Jodie McLean, Anthony Miller, Lincoln Pan, Angela Sun and Billie Williamson. The Board also determined in 2022 that Richard McGinn, whoformer CEO (who served as a member ofon the Board and Audit and Compensation Committees until his retirement in August 2022, was independent under the NYSE rules.through June 2023). In addition, the Board has definitively determined that Ms. Brunner, Ms. Sun and Ms. Williamson,each director who comprise ourserved on the Audit Committee and Mr. Dattels, Ms. McLean and Mr. Pan, who comprise ouror the Compensation Committee satisfyduring 2023 satisfied, and each current director who currently serves on such committees satisfies, the heightened independence standards for thosesuch committees under the applicable rules of the NYSE and the Exchange Act.

Independent Director Meetings

Our independent directors regularly meet in executive session without management or management directors present. Our Lead Director presides at such meetings.

Board Composition

Our business and affairs are managed under the direction of the Board, which is currently comprised of ten directors. John Forrester joined the Board on January 1, 2022 in connection with his appointment as our Chief Executive Officer, and Richard McGinn resigned from the Board on August 4, 2022. Our Articles of Association provide that the Board will have a minimum of five and maximum of eleven directors. The Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual general meeting of shareholders. Mr. White, Ms. McLean and Ms. Williamson serve as Class II directors with a term expiring at the Annual Meeting. Mr. Forrester, Mr. Dattels, Mr. Pan and Ms. Sun serve as Class III directors with a term expiring at our annual general meeting in 2024. Ms. Brunner, Mr. Coslet and Mr. Miller serve as Class I directors with a term expiring at our annual general meeting in 2025. Upon the expiration of the term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a determination the directors then in office.

In connection with the closing of our initial public offering in 2018, we entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with TPG Global, LLC. (together with its affiliates, “TPG”) and PAG Asia Capital (together with its affiliates, “PAG,” and collectively with TPG, the “Principal Shareholders”), and Ontario Teachers’ Pension Plan Board (“OTPP,” and collectively with the Principal Shareholders, the “Founding Shareholders”). The Shareholders’ Agreement provides that the Founding Shareholders have certain nomination rights to designate candidates for nomination to the Board. Subject to any restrictions under applicable law or the NYSE rules, each of TPG and PAG also has the ability to appoint one director to each Board committee, and OTPP has the ability to appoint a director to the Nominating and Corporate Governance Committee.

As set forth in the Shareholders’ Agreement, for so long as each of TPG and PAG own at least 7.5% of our total ordinary shares outstanding as of the closing of our initial public offering, TPG and PAG will each be entitled to designate for nomination two of the seats on the Board. Thereafter, each of TPG and PAG will be entitled to designate for nomination one director so long as they each own at least 2.5% of our total ordinary shares outstanding as of the closing of our initial public offering.

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Further, the Shareholders’ Agreement provides that for so long as OTPP owns at least 2.5% of our total ordinary shares outstanding as of the closing of our initial public offering, it will be entitled to designate for nomination one director on the Board. However, in June 2021, OTPP’s then-current nominee resigned from the Board. OTPP advised the Company at that time that it would not nominate a replacement and that it waived further exercise of its director nomination and Board committee appointment rights under the Shareholders’ Agreement.

We are required, to the extent permitted by applicable law, to take all necessary action (as defined in the Shareholders’ Agreement) to cause the Board and each Board committee to include certain persons designated by the Principal Shareholders in the slate of director nominees recommended by the Board for election by the shareholders and solicit proxies and consents in favor of such director nominees. Subject to the terms of the Shareholders’ Agreement, each Principal Shareholder agrees to vote its shares in favor of the election of the director nominees designated by each of the Principal Shareholders.

Pursuant to the Shareholders’ Agreement, Mr. Coslet and Mr. Dattels were designated by TPG as director nominees in 2018, and Mr. Pan and Mr. Miller were designated by PAG as director nominees in 2017 and 2021, respectively. None of these directors is standing for re-election at the Annual Meeting.

Board Leadership Structure

The following section describes the Board leadership structure, the reasons the Board considers that this structure is appropriate at this time, the roles of various positions and related key governance practices. The Board believes that the mix of experienced independent and non-independent directors that currently makes up the Board, the Board committee composition and the separation of the roles of Chairman and Chief Executive OfficerCEO benefit the Company and its shareholders.

Independence

The Board has an effectiveappropriate mix of independent directors and non-independent directors. The Board currently includes eight independent directors including four representatives from our Principal Shareholders, and two managementnon-independent directors, Mr. ForresterMs. MacKay and Mr. White.

Separate Chairman and Chief Executive OfficerCEO

With respect to the roles of Chairman and Chief Executive Officer,CEO, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The roles of Chairman and Chief Executive OfficerCEO are currently are separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive OfficerCEO and Chairman, streamlines decision-making and enhances accountability.

The Board believes that, at this time, separating the roles of Chairman and Chief Executive OfficerCEO is the most effective leadership structure because it allows Mr. ForresterMs. MacKay to focus on the management of the Company, day-to-day operations and engaging with external stakeholders.

Our Executive Chairman, Mr. White, focuses his attention on the broad strategic issues considered by the Board, leveraging his strong public company background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive OfficerCEO between Board meetings and providing overall guidance to our Chief Executive Officer.CEO. As our former Chief Executive Officer,CEO, Mr. White has valuable experience onwith respect to the issues, challenges and opportunities we face, positioning him well to develop agendas and ensure that the Board’s time and attention are focused on the most critical matters.

Mr. White serves as the Executive Chairman of the Board and remainsis an employee of the Company. Due to his employment with the Company, Mr. White has not been deemed an independent director. When the Chairman of the Board is not an independent director, our Corporate Governance Guidelines provide that our independent directors shall elect from among themselves a Lead Director. Mr. Dattels currently serves as ourThe Lead Director and is responsible for serving as liaison between the Executive Chairman and the independent directors, reviewing and providing input on meeting agendas and schedules for the Board, and presiding at executive sessions of the independent directors and any other Board meetings at which the Executive Chairman is not present, among other responsibilities. Mr. Dattels currently serves as our Lead Director. In connection with his retirement from the Board, the independent directors of the Board will select a new Lead Director.

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Self-Evaluation

The Nominating and Corporate GovernanceNomGov Committee annually leads the process of evaluating the performance of the Board as a whole. The chair of the Nominating and Corporate GovernanceNomGov Committee reports the Nominating and Corporate GovernanceNomGov Committee’s conclusions to the Board and makes recommendations to the Chairman regarding changes that the committee deems appropriate for consideration by the Board. The Nominating and Corporate GovernanceNomGov Committee also annually oversees the evaluation of the performance of each committee of the Board. As part of this process, each of the Audit Committee, Compensation Committee and Nominating and Corporate GovernanceNomGov Committee annually evaluate its performance as a committee. The chair of each committee reports that committee’s conclusions to the Board and may make recommendations for improvement to the Board.

Director Compensation Program

Directors who are employees or a substantial equivalent thereof of the Company or any Principal Shareholder do not receive any compensation for their services as directors.

In 2023, each director who was neither an employee of the Company nor an employee of or advisor to any Principal Shareholder (each, a “Non-Employee Director”) was entitled to receive annual cash retainers for Board and committee service as set forth in the table below.

Directors do not earn fees for each meeting attended; however, they are reimbursed for out-of-pocket expenses relating to their service on the Board.

In addition, in 2023 each Non-Employee Director was eligible to receive an annual RSU award with a grant date value of $180,000, which will vest in full on the earlier of the first anniversary of the date of grant or the next annual shareholder meeting. All awards granted in 2023 were granted under our Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan.

New directors are eligible to receive pro-rated annual cash retainers for Board and committee service as well as a pro-rated annual RSU award based on when they joined the Board.

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2023 Director Compensation Table

The table below summarizes the compensation of each director in 2023 (other than Ms. MacKay, our current CEO; Mr. Forrester, our former CEO; and Mr. White, our current Executive Chairman, each of whose compensation is discussed in the Summary Compensation Table).

Succession Planning

Succession planning and talent development are important at all levels within the Company. The Board is responsible for the oversight of the Company’s succession planning for our Chief Executive OfficerCEO and other executive officers, including identifying the skills, experience and attributes of being an effective leader in light of the Company’s business strategies, opportunities and challenges. This process is designed to prepare the Company for both expected successions, such as those arising from anticipated retirements, as well as those occurring when executives leave unexpectedly, or due to death, disability or other unforeseen events. The Board and the Compensation Committee review, at least annually, leadership development initiatives and short- and long-term succession plans for the Chief Executive OfficerCEO and our other executive officers, all in the context of the Company’s overall business strategy and with a focus on risk management. The Board may also from time to time retain outside advisors to assist it in assessing the Company’s senior leadership and identifying developmental needs. In addition, the Chief Executive OfficerCEO may provide regular assessments to the Board of senior leaders and their potential to succeed at key senior management positions. As part of this process, potential leaders interact with Board members through formal presentations and during informal events to get exposure to the Board for purposes of leadership development.

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Compensation Committee Interlocks and Insider Participation

During 2022,2023, the members of the Compensation Committee were Mr. Dattels, Ms. McLean Mr. Pan and Mr. McGinn.Pan. None of the members of the Compensation Committee in 2023 (a) was an officer or employee of the Company or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries, or (c) had any related party relationships requiring disclosure under Item 404 of Regulation S-K. During 2022,2023, no executive officer of the Company served as a member of the board of directors or on the compensation committee of any other company one of whose executive officers or directors serve or served as a member of the Board or our Compensation Committee.

Board of Directors’ Role in Enterprise Risk Oversight

Full Board

The Board, as a whole and through its committees, has responsibility for the direct oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes, activities and controls designed and implemented by management are adequate and functioning as designed. The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives,direction, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the most significant risks a companythe Company faces and what steps management is taking to identify, mitigate and manage those risks, but also understanding what level of risk is appropriate for a given company.our Company. The involvement of our full Board in reviewing our business is an integral aspect of its assessment of the Company’s risk profile and also its determination of what constitutes an appropriate level of risk.

While our full Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees. These committees meet regularly and report back to the full Board through committee chair reports on risks and play a significant role in carrying out our Board’s risk oversight function.

Audit Committee

Our Audit Committee evaluates and discusses the Company’s overall guidelines, policies, processes and procedures with respect to risk assessment and risk management, including material risks that could impact the Company’s performance, operations and strategic plans. It also monitors our major financial risk exposures, information security risks (including cybersecurity risks,and data security risks), ESG reporting, and legal, compliance and compliancereputational risks, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee receives regular reports from our Chief Financial Officer (“CFO”), Chief Ethics & Compliance Officer, Global Controller, Head of Internal Audit, Head of SOX Compliance, Chief Digital & Information Officer, Chief Information Security Officer and Chief Tax Officer, as well as updates from our General Counsel, on any developments affecting our overall risk profile and on issues of non-compliance and incident management. Our Audit Committee is committed to the prevention, timely detection and mitigation of the effects of cybersecurity threats or incidents to the Company.

Compensation Committee

Our Compensation Committee oversees the design and implementation of

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our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they encourage excessive risk-taking. Our Compensation Committee also assesses the relationship between risk management policies and practices and compensation and evaluates compensation policies and practicesconsiders controls or changes that could mitigate any such risk.

NomGov Committee

Our Nominating and Corporate GovernanceNomGov Committee oversees our major corporate governance risks.

The Board appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge. In connection with its reviews of the operations of our business, our full Board addresses the primary risks associated with corporate governance matters, ESG strategy, shareholder proposals, Board independence, and Board and committee composition.

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Management

The Company’s management is responsible for assessing and managing the Company’s exposure to risk, which is embedded within the strategic and operational planning process of the Company. In collaboration with our business, such as strategic directionlegal, compliance and objectives.ethics, internal audit and other functional teams within the Company, senior executives representing various service lines, operational areas and geographic regions are members of our Risk Assurance Committee (the “RAC”), which meets quarterly to review, refresh and discuss our most current significant enterprise risks. The Executive Chairman ensuresRAC prepares an annual enterprise risk report that there is sufficient time onpresented and reviewed by our Audit Committee and is intended to deliver deeper insights to the Board agenda foron governance, the Company’s risk management. We are committedmanagement framework and mitigation strategies, and the effectiveness of our controls, designs and execution of risk policies and procedures. In preparing this report the RAC interviews regional and functional senior leaders and aggregates their feedback with other internal and external data sources to ensuring the Board and its committees are consistently updated on threats to our business and receive consistent updates on risk mitigation processes. At periodic meetingsprepare a list of the Board and its committees, management reports to and seeks guidance from the Board and its committees with respect to what we believe are the most significant enterprise risks that could affect our business.facing the Company and what management is doing to mitigate such risks.

Board Oversight of ESG Matters

In 2022, all Board committees shared responsibility for environmental, social and governance (“ESG”) decision-making and the oversight of management’s implementation of ESG initiatives. As a part of their general responsibility for overseeing Cushman & Wakefield’s corporate strategy and approach to enterprise risk management, the Board and its committees regularly engaged with, and heard from, senior management on various ESG-related issues and considered the potential impact of such issues on the long-term sustainability of the Company. Recent discussions focused on topics such as emissions targets, ethics and compliance, supplier diversity, CEO and senior leadership succession, and diversity and inclusion. In February 2023, we amended certain of our committee charters to delegate certain ESG oversight responsibility to specific committees. Going forward, the Nominating and Corporate Governance Committee will have the responsibility to review and monitor the development and implementation of the Company’s goals with respect to ESG and sustainability matters and the Audit Committee will have the responsibility to review any ESG data, metrics or other qualitative and quantitative climate-related disclosures.

Codes of Business Conduct

The Board has adopted (i) a Global Code of Business Conduct applicable to our Chief Executive Officer and senior financial officers and all persons performing similar functions, and (ii) a Code of Business Conduct for Members of the Board of Directors. A copy of each code is available on our corporate website at https://ir.cushmanwakefield.com/governance/governance-documents. We expect that any amendments to either such code, or any material waivers of their requirements, will be disclosed on our website.

Board Meetings and Committees

Our directors are expected to attend all or substantially all Board meetings and meetings of the committees of the Board on which they serve, as well as the annual general meeting of shareholders of the Company.

The Board held fourfive meetings in 2022.2023. In 2022,2023, each director attended at least 75% of the aggregate of all meetings of the Board and of any committees on which they served during the period such director was on the Board or such committee (with the exception of Mr. Dattels, who was unable to attend one of the three meetings held by the Nominating and Corporate Governance Committee in 2022). Eightcommittee. Two of our eleventen then-current directors attended our 20222023 annual general meeting of shareholders.

The Board currently has three standing committees: the Audit Committee, the Compensation Committee and Nominating and Corporate Governancethe NomGov Committee, each of which consists solely of independent directors. Each standing committee has adopted a written charter, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management and has the authority to retain outside advisors in its discretion.discretion at the Company’s expense. The primary responsibilities of each committee are summarized below and set forth in more detail in each committee’s written charter, which can be found in the governance section on our website at http:https://ir.cushmanwakefield.com.ir.cushmanwakefield.com.

CUSHMAN & WAKEFIELD  |  2023 PROXY STATEMENT

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The following table describes the current members of each standing committee and the number of meetings held by the Board and each standing committee in 2022,2023, and indicates which of our directors are independent:

Director(1)		Board		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Independent
BRETT WHITE		Chair
JOHN FORRESTER(2)
ANGELIQUE BRUNNER
JONATHAN COSLET
TIMOTHY DATTELS		Lead Director				Chair
ANTHONY MILLER
JODIE MCLEAN
LINCOLN PAN								Chair
ANGELA SUN(3)
BILLIE WILLIAMSON				Chair
NUMBER OF MEETINGS		4		5		4		3		—

Director		Board		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Independent
BRETT WHITE		Chair
MICHELLE MACKAY
JONATHAN COSLET
TIMOTHY DATTELS		Lead Director				Chair
MICHELLE FELMAN								Chair
JODIE MCLEAN
JENNIFER MCPEEK
ANGELA SUN
RAJESH VENNAM
BILLIE WILLIAMSON				Chair
NUMBER OF MEETINGS		—		7		5		5		—

(1)CUSHMAN & WAKEFIELD  |  2024 PROXY STATEMENT

Mr. McGinn was a member of the Board during 2022 through his resignation on August 4, 2022. Mr. McGinn was also a member

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The current membership and primary responsibilities of each standing Committee are summarized below.

Audit Committee

The members of the Audit Committee are Ms. Williamson (chair), Ms. Brunner and Ms. Sun, all of whom are independent. The Board has determined that each member is financially literate, and that Ms. Williamson is an audit committee financial expert. The primary responsibilities of the Audit Committee are:

	•	appointing Appoint our independent registered public accounting firm annually; evaluatingannually (our “Independent Auditor”); evaluate the independent auditor’sIndependent Auditor’s independence and performance and replacingreplace it as necessary; and settingset guidelines for the hiring of former employees of the independent auditor;
	Independent Auditor; •	pre-approving all Pre-approve audit and non-audit services;
	services from our Independent Auditor; •	reviewing Review the audit plans and findings of our independent auditorIndependent Auditor and our internal audit function;
	•	reviewing Review with our management and independent auditorIndependent Auditor our financial statements, including any significant financial reporting issues and changes innew accounting policies;
	•	reviewing Review with our management and independent auditorIndependent Auditor the adequacy of our internal controls over financial reporting;
	•	overseeing Oversee our policies and procedures with respect to risk assessment and risk management; and
	•	overseeing Oversee the implementation and effectiveness of our compliance and ethics program, including our “whistleblowing” procedures.		Billie Williamson (Chair) Jennifer McPeek Rajesh Vennam All members are financially literate and qualify as an “audit committee financial expert” as defined by the SEC

CUSHMAN & WAKEFIELD  |  2023 PROXY STATEMENT

17Compensation Committee

Compensation Committee

The members of the Compensation Committee are Mr. Dattels (chair), Ms. McLean and Mr. Pan, all of whom are independent. The primary responsibilities of the Compensation Committee are:

	Committee Members
•	reviewing Review and recommendingrecommend to the Board for approval the corporate goals and objectives relevant to the compensation of our CEO; evaluatingCEO, evaluate the performance of our CEO in light of those goals and objectives;objectives, and recommendingrecommend to the Board for approval the compensation of our CEO based on that evaluation;
	•	reviewing Review and approvingapprove the corporate goals and objectives relevant to the compensation of our executive officers (other than the CEO); evaluatingevaluate the performance of our executive officers (other than the CEO) in light of those goals and objectives; and determiningdetermine the compensation of our executive officers (other than the CEO) based on that evaluation;
	•	identifying, evaluating Identify, evaluate and recommendingrecommend to the Board potential successors to the CEO and other executive officers, and reportingreport annually to the Board regarding CEO and other executive officer succession;
	•	reviewing Review and approvingapprove policies and guidelines related to the compensation of our executive officers and directors; and
	•	establishing, reviewing Establish, review and administeringadminister our compensation and employee benefit plans.		Timothy Dattels (Chair) Michelle Felman Jodie McLean

CUSHMAN & WAKEFIELD  |  2024 PROXY STATEMENT

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Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Mr. Pan (chair), Ms. Brunner, Mr. Dattels and Ms. McLean, all of whom are independent. The primary responsibilities of the Nominating and Corporate Governance Committee are: