DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐
Check the appropriate box:
 
  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 under § 240.14a-12
 
MANPOWERGROUP INC.
(Name of registrant as specified in its charter)
 
(Name of person(s) filing proxy statement, if other than the registrant)
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) and 0-11
 
 
 


Table of Contents

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Table of Contents

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Table of Contents

Notice of Annual Meeting of Shareholders

 

 

LOGO    ManpowerGroup Inc. |  100 Manpower Place | Milwaukee, Wisconsin 53212

2024 Annual Meeting Information

 

LOGO   LOGO   LOGO   LOGO

Date

 

Friday

May 3, 2024

 

Time

 

8:00 a.m. CDT

 

Virtual Meeting

 

This year’s meeting is a virtual shareholders meeting at www.meetnow.global/MPJX244

 

Record Date

 

The close of business

February 23, 2024

Voting Methods LOGO

Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. If you are a shareholder of record (“registered shareholder”), we urge you to vote in advance of the meeting using one of the advance voting methods below. You can vote by any of the following methods:

 

By Internet:

Prior to the 2024 Annual Meeting, vote your shares online at
www.envisionreports.com/MAN

 

During the 2024 Annual Meeting, vote your shares online at www.meetnow.global/MPJX244

 

By Phone:

1-800-652-VOTE (8683)

within the USA, US

territories and Canada

 

By Mail:

Complete, sign and

return proxy card in the postage-paid

envelope provided

 

By QR Code:

Scan this QR code

24/7 to vote with

your mobile device

 

LOGO

All registered shareholders and those holding legal proxy will still be able to vote online during the meeting, even if they previously submitted their proxy. If your shares are held in street name through a bank, broker or other holder of record (“beneficial holder”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted.

Items of Business and Voting Recommendations

 

PROPOSAL

 

DESCRIPTION

  

BOARD VOTE

RECOMMENDATION

     PAGE REFERENCE
(FOR MORE DETAIL)

 

1

 

To elect eleven individuals nominated by the Board of Directors of ManpowerGroup to serve until 2025 as directors;

   FOR each of
the director nominees
     81

 

 

2

 

To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2024;

   FOR

 

     83

 

 

3

 

To hold an advisory vote on approval of the compensation of our named executive officers; and

   FOR

 

     84

 

 

4

 

To transact such other business as may properly come before the meeting

           

Holders of a majority of the outstanding shares must be present in person or by proxy in order for the annual meeting to be held. For purposes of our meeting, people who attend virtually will be considered in-person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2024: The annual report on Form 10-K and proxy statement of ManpowerGroup are available for review at www.envisionreports.com/MAN.

By Order of the Board of Directors

Richard Buchband, Secretary

March 7, 2024

 

 

 


Table of Contents

Table of Contents

 

 

   

 

Proxy
Summary

     
   2024 Proxy Statement Summary      i  
     
     
                     
 

1

  Board of
Directors
   Director Nominee Biographies      1  
  

 

Composition and Qualifications of Board Members

  

 

 

 

13

 

 

  

 

Board Diversity and Tenure

  

 

 

 

15

 

 

  

 

Director Compensation for 2023

  

 

 

 

17

 

 

  

 

Non-Employee Director Stock Ownership Guidelines

  

 

 

 

19

 

 

                     
 

2

  Governance & Sustainability    Board Leadership Structure      20  
  

 

Board Oversight

  

 

 

 

21

 

 

  

 

Independent Compensation Consultant

  

 

 

 

23

 

 

  

 

Board Independence and Related Party Transactions

  

 

 

 

25

 

 

  

 

Communicating With Our Board

  

 

 

 

25

 

 

  

 

Meetings and Committees of the Board

  

 

 

 

26

 

 

      

 

Board Effectiveness and Evaluation

  

 

 

 

29

 

 

                     
 

3

  Executive Compensation    Compensation Discussion and Analysis      30  
  

 

Report of the People, Culture and Compensation Committee of the Board of Directors

  

 

 

 

53

 

 

  

 

People, Culture and Compensation Committee Interlocks and Insider Participation

  

 

 

 

53

 

 

  

 

Compensation Tables

  

 

 

 

54

 

 

  

 

Summary Compensation Table

  

 

 

 

54

 

 

  

 

Grants of Plan-Based Awards in 2023

  

 

 

 

55

 

 

  

 

Compensation Agreements and Arrangements

  

 

 

 

56

 

 

  

 

Grants Under the 2011 Equity Incentive Plan

  

 

 

 

56

 

 

  

 

Outstanding Equity Awards at December 31, 2023

  

 

 

 

57

 

 

  

 

Option Exercises and Stock Vested in 2023

  

 

 

 

59

 

 

  

 

Nonqualified Deferred Compensation in 2023

  

 

 

 

60

 

 

  

 

Termination of Employment and Change of Control Arrangements

  

 

 

 

62

 

 

  

 

Post-Termination and Change of Control Benefits

  

 

 

 

65

 

 

  

 

Compensation Policies and Practices as They Relate to Risk Management

  

 

 

 

69

 

 

  

 

CEO Pay Ratio

  

 

 

 

70

 

 

  

 

Pay versus Performance

 

  

 

 

 

71

 

 

 

 

 


Table of Contents

2024

 

 

 

 

4

 

 

Audit

Committee

Matters

   Audit Committee Report      75  
  

 

Fees Billed by Deloitte

  

 

 

 

77

 

 

  

 

Independent Auditor Services Policy

  

 

 

 

77

 

 

     
                     
 

5

  Information
About Stock
Ownership
   Security Ownership of Certain Beneficial Owners      78  
  

 

Beneficial Ownership of Directors and Executive Officers

  

 

 

 

79

 

 

     
     
     
                     
 

6

  Proposals to
be Voted on
During the
Meeting
   1: Election of Directors      81  
  

 

2: Ratification of Independent Auditors

  

 

 

 

83

 

 

  

 

3: Advisory Vote on Approval of the Compensation of Named Executive Officers

 

  

 

 

 

84

 

 

     
     
             
 

7

  Information
About the
Meeting
   Date, Time and Place of Meeting      86  
  

 

Proxy Materials are Available on the Internet

  

 

 

 

86

 

 

  

 

Participating in the Annual Meeting

  

 

 

 

86

 

 

  

 

Soliciting Proxies

  

 

 

 

87

 

 

  

 

Vote Required and Voting Standards

  

 

 

 

87

 

 

  

 

Corporate Governance Documents

  

 

 

 

89

 

 

  

 

Submission of Shareholder Proposals

  

 

 

 

90

 

 

  

 

Other Voting Information

  

 

 

 

90

 

 

  

 

Other Matters

  

 

 

 

90

 

 

     
     
     
     
     
     
     
         

 

 

 


Table of Contents

Proxy Statement Summary

 

 

 

This summary highlights information contained in the proxy statement, which is first being made available to shareholders on or about March 7, 2024. This summary does not contain all the information you should consider. We encourage you to read the entire proxy statement before voting. For information regarding ManpowerGroup’s 2023 performance, please read ManpowerGroup’s 2023 Annual Report on Form 10-K.

Board of Directors Nominees

The following table provides summary information about each of the 11 director nominees, and the committees they serve on. Each director is elected annually by a majority of votes cast. William Downe has determined he will not be seeking re-election at the annual meeting.

 

    NAME   AGE   DIRECTOR SINCE   INDEPENDENT   COMMITTEES

 

LOGO

  Jean-Philippe Courtois   63   2020   LOGO  

•  Audit

LOGO   John F. Ferraro   68   2016   LOGO  

•  Audit

LOGO   William P. Gipson   66   2020   LOGO  

•  People, Culture and Compensation

LOGO   Patricia Hemingway Hall   71   2011   LOGO  

•  Audit

•  Governance and Sustainability (CHAIR)(1)

LOGO  

Julie M. Howard

Lead Director

  61   2016   LOGO  

•  People, Culture and Compensation(2)

•  Governance and Sustainability

LOGO   Ulice Payne, Jr.   68   2007   LOGO  

•  Audit

•  Governance and Sustainability

LOGO   Muriel Pénicaud   68   2022   LOGO  

•  People, Culture and Compensation

LOGO  

Jonas Prising

Chief Executive Officer

  59   2014      

•  None

LOGO   Paul Read   57   2014   LOGO  

•  Audit (CHAIR)

LOGO   Elizabeth P. Sartain   69   2010   LOGO  

•  People, Culture and Compensation (CHAIR)(2)

LOGO   Michael J. Van Handel   64   2017   LOGO  

•  Governance and Sustainability(1)

 

(1)

Mr. Van Handel will become chair of the Governance and Sustainability Committee in May 2024, succeeding Ms. Hemingway Hall. Ms. Hemingway Hall will remain a member of the committee.

(2)

Ms. Howard will become chair of the People, Culture and Compensation Committee in May 2024, succeeding Ms. Sartain. Ms. Sartain will remain a member of the committee.

 

 

 

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2024 PROXY STATEMENT SUMMARY

 

 

 

Our Board Has a Diversity of Experiences and Backgrounds(1)

Our Board believes that having a diverse mix of directors with a variety of skills, experience, and backgrounds is essential to meeting its oversight responsibility.

 

Core Skills & Experience Identified by our Directors

 

   Director Diversity
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(1)Calculations within this section are made with respect to the 11 Board nominees listed on the previous page.

 

 

 

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2024 PROXY STATEMENT SUMMARY

 

 

 

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2024 PROXY STATEMENT SUMMARY

 

 

 

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2024 PROXY STATEMENT SUMMARY

 

 

 

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2024 PROXY STATEMENT SUMMARY

 

 

 

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2024 PROXY STATEMENT SUMMARY

 

 

 

Key Compensation Practices

The people, culture and compensation committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Some of our key policies are summarized below:

 

LOGO

 

 

 

LOGO   vii   2024 Proxy Statement


Table of Contents

LOGO

 

 

 

Director Nominee Biographies

 

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Age: 63

 

Director Since: 2020

 

Committees:

•  Audit

 

    

 

Jean-Philippe Courtois

 

Public Company Boards

•  Former Director of AstraZeneca (2008 to 2016)

 

Additional Leadership and Experience

•  Chairman of the Board of Directors for SKEMA Business School

 

•  President and Cofounder, Live for Good, a French association which aims to help underprivileged young social entrepreneurs realize their potential

 

•  Director of CEDEP, a global executive education forum to develop leaders and create sustainable organizations

 

•  President of the Mission Committee of Open Classroom, a French-based online education platform for vocational training

 

Career Highlights

•  Executive Vice President and President, National Transformation Partnerships, at Microsoft, a global technology provider, since July 2021

 

•  Executive Vice President, President Global Sales, Marketing and Operations at Microsoft from 2016 to July 2021

 

•  President, Microsoft International from 2005 to 2016

 

•  CEO, Microsoft EMEA from 2003 to 2005

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Courtois brings significant experience managing global enterprise sales developed over many years as the senior global sales executive at Microsoft, one of the world’s largest software companies

 

•  We also benefit from Mr. Courtois’ extensive experience in the technology industry developed over his more than three decade career with Microsoft

 

•  Mr. Courtois, who is based in Paris, has in-depth international experience, particularly within the European markets where most of our business resides

 

•  He also brings an important perspective from his prior service as a director of AstraZeneca

 

Skills:                    
  LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

LOGO   1   2024 Proxy Statement


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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

LOGO

 

Age: 68

 

Director Since: 2016

 

Committees:

•  Audit

    

 

John F. Ferraro

 

Public Company Boards

•  Director of Advance Auto Parts (since 2015)

 

•  Director of International Flavor and Fragrances (since 2015)

 

Additional Leadership and Experience

•  Trustee Emeritus of Marquette University

 

•  Former Chair of the Board of Trustees of Boston College High School

 

•  Founder of the Audit Committee Leadership Network

 

Career Highlights

•  Global Chief Operating Officer of Ernst & Young (“EY”), a global professional services organization, from 2007 to 2015

 

•  Held several senior leadership positions at EY, including Global Vice Chair Audit

 

•  Served as a member of EY’s Global Executive Board for more than 10 years

 

•  Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software and services company for the energy industry, from February 2019 to July 2019

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Ferraro brings to our Board his significant depth in both finance and global operations management through his experience with large and global corporations while working at EY

 

•  He has an extensive background as a manager and executive in the professional services industry

 

•  We benefit from Mr. Ferraro’s significant experience in accounting, financial oversight, compliance and risk management, which enables him to assist the Board in identifying trends and developments that affect public companies

 

•  He also brings valuable perspectives and insights from his service on the board of directors of two other public companies

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

LOGO

 

Age: 66

 

Director Since: 2020

 

Committees:

•  People, Culture and Compensation

    

 

William P. Gipson

 

Public Company Boards

•  Director of Rockwell Automation (since November 2020)

 

Additional Leadership and Experience

•  Director of CityLink (Cincinnati), a non-profit organization providing services to help individuals in poverty

 

•  Director of STEM Pathway to MBA (University of Alabama)

 

•  Former Director of the Executive Leadership Council

 

•  Former Director of United Negro College Fund

 

•  Former Director National Action Council for Minorities in Engineering

 

•  Veteran of the US Air Force

 

Career Highlights

•  President, Enterprise Packaging Transformation of Procter & Gamble (“P&G”), a leading global provider of branded consumer packaged goods, from 2017 to June 2019

 

•  Senior Vice President, Research & Development for Asia at P&G from 2015 to 2017

 

•  Senior Vice President, Research & Development for the Global Hair Care/Color & Overall Beauty Sector at P&G from 2011 to 2015

 

•  Senior Vice President, Corporate Chief Diversity Officer for P&G from 2011- June 2019, simultaneously served

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Gipson brings to our Board significant managerial and operational experience as well as a valuable perspective on consumer behavior, from his more than thirty years at P&G, including as President, Enterprise Packaging and Transformation

 

•  We benefit from Mr. Gipson’s broad expertise in driving business growth and product innovation at P&G, a global company, including through multiple international postings

 

•  He also brings a unique perspective to the Board from his experience in leading the global diversity and inclusion program for P&G for eight years

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

LOGO   3   2024 Proxy Statement


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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 71

 

Director Since: 2011

 

Committees:

•  Audit; Governance and Sustainability (Chair)

    

 

Patricia Hemingway Hall

 

Public Company Boards

•  Director of Cardinal Health (since 2013)

 

•  Former Director of Halliburton (2019-2022)

 

•  Former Director of Celgene Corporation (2018-2019)

 

Additional Leadership and Experience

•  Director of Michigan State University Research Foundation

 

•  Board of Trustees of McLaren Northern Michigan Hospital

 

Career Highlights

•  President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), a mutual health insurer, from 2008 to 2015

 

•  President and Chief Operating Officer of HCSC from 2007 to 2008

 

•  Executive Vice President of Internal Operations of HCSC from 2006 to 2007

 

Why this Director is Valuable to ManpowerGroup

•  Ms. Hemingway Hall brings to the Board more than two decades of senior executive and boardroom experience, including as Chief Executive Officer of HCSC

 

•  During her tenure with HCSC, Ms. Hemingway Hall gained relevant experience in the areas of operations, information technology, sales, marketing and government relations as well as deep knowledge of healthcare, insurance and allied fields

 

•  She also brings valuable perspectives and insights on corporate governance from her service on the board of directors of Cardinal Health and her former service on the boards of Halliburton and Celgene

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 61

 

Director Since: 2016

 

Committees:

•  People, Culture and Compensation

•  Governance and Sustainability

    

 

Julie M. Howard

Lead Director

 

Public Company Boards

•  Director of Sleep Number Corporation (since May 2020)

 

•  Former Director of InnerWorkings (2012-2019)

 

•  Former Director of Navigant Consulting (2014-2019)

 

Additional Leadership and Experience

•  Director of Riveron Consulting (“Riveron”), a business advisory firm specializing in accounting, finance, technology, and operations

 

•  Director of Treliant, which provides consulting services to the global financial services industry

 

Career Highlights

•  Chief Executive Officer of Riveron from March 2021 to September 2023

 

•  Chief Executive Officer of Navigant Consulting (“Navigant”), a specialized global professional services firm, from 2012 to October 2019

 

•  Chairman of the Board of Navigant from 2014 to October 2019

 

•  Prior thereto, Ms. Howard was a practicing consultant at Navigant, and held several leadership positions including Chief Operating Officer

 

Why this Director is Valuable to ManpowerGroup

•  As CEO of both Riveron and Navigant, Ms. Howard developed extensive knowledge in the global professional services industry

 

•  She also provides our Board with managerial, transactional and operational experience from her tenure at Riveron and Navigant and a long-standing career working with clients in a wide array of industries

 

•  Ms. Howard has experience with technology and innovation, including with private enterprises and public-sector clients

 

•  Her role as our Lead Director is enhanced by her experience as Chair of the Board of Directors at Navigant, and her service on multiple other public company boards. She also brings experience working with the private equity community, and considerable background in investor relations matters, including related to shareholder activism

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 68

 

Director Since: 2007

 

Committees:

•  Audit

•  Governance and Sustainability

    

 

Ulice Payne, Jr.

 

Public Company Boards

•  Director of WEC Energy Group (formerly Wisconsin Energy Corporation) (since 2003)

 

•  Director of Foot Locker, Inc. (since 2016)

 

•  Former Trustee of The Northwestern Mutual Life Insurance Company (2005-2018)

 

Additional Leadership and Experience

•  Director of Metropolitan Milwaukee Association of Commerce

 

•  Named one of 2017’s Most Influential Black Corporate Directors by Savoy Magazine

 

•  Former Wisconsin Commissioner of Securities (February 1985 to December 1987)

 

Career Highlights

•  President and Managing Member of Addison-Clifton, a provider of global trade compliance advisory services, since 2004

 

•  Chief Executive Officer of the Milwaukee Brewers Baseball Club from 2002 to 2003

 

•  Partner with the law firm Foley & Lardner from 1998 to 2002, including Managing Partner from 2001 to 2002

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Payne brings significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton and as Managing Partner of Foley & Lardner

 

•  We also benefit from Mr. Payne’s broad experience in, and knowledge of, international business and global trade regulation and compliance

 

•  He also brings valuable perspectives and insights from his past and present service as a director of several public company boards

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 68

 

Director Since: 2022

 

Committees:

•  People, Culture, and Compensation

    

 

Muriel Pénicaud

 

Public Company Boards

•  None

 

Additional Leadership and Experience

•  Director of Galileo Global Education, an international provider of higher education

 

•  Council member of the Global Summit of Women, a business and economic forum for women

 

•  Awarded numerous European orders of merit, including Officer of the French Legion of Honour

 

Career Highlights

•  Senior Advisor to Bain Capital, a private investment firm, since February 2023

 

•  Ambassador, Permanent Representative of France to the OECD, from 2020 to March 2022

 

•  Minister of Labor, Republic of France, from 2017 to July 2020

 

•  French Ambassador for International Investment and CEO of Business France, the national agency supporting the international development of the French economy, from 2014 to 2017

 

•  Senior Executive Vice President, Human Resources at Danone Group, a global food and beverage company, and a member of its Executive Committee from 2008 to 2014

 

•  Senior Executive Vice President, Human Resources, Organization and Sustainable Development at Dassault Systems, a global 3D technology company, from 2002 to 2008

 

Why this Director is Valuable to ManpowerGroup

•  Ms. Pénicaud has extensive experience in government relations and human resources as a result of the multiple cabinet level positions she has held in the French government, including as the French Minister of Labor and as Ambassador, Permanent Representative to the OECD. As a result, she brings a unique perspective on the labor economy from the public and private sector

 

•  We also benefit from Ms. Pénicaud’s significant experience in international business and human capital management, including extensive experience at the CHRO leadership level at two large French multinational companies

 

•  She also brings an important perspective on economic and labor trends and developments in France, our largest country operation

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 59

 

Director Since: 2014

 

Committees:

•  None

    

 

Jonas Prising

 

Public Company Boards

•  Director of Kohl’s Corporation (since 2015)

 

Additional Leadership and Experience

•  Chair of Junior Achievement Worldwide

 

•  Actively engaged with the World Economic Forum, including as a member of the International Business Council (IBC) and several other groups/alliances

 

•  Board member and former Chairman of the Metropolitan Milwaukee Association of Commerce

 

Career Highlights

•  Chief Executive Officer of ManpowerGroup since 2014

 

•  Chairman of ManpowerGroup since 2015

 

•  ManpowerGroup President from 2012 to 2014

 

•  Executive Vice President, President of ManpowerGroup - The Americas from 2009 to 2012

 

•  Executive Vice President, President of ManpowerGroup - United States and Canadian Operations from 2006 to 2008

 

•  Prior thereto, held other positions with increasing responsibility at ManpowerGroup since 1999, based in Europe and the United States

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Prising brings to the Board a strong leadership track record from his tenure as a member of ManpowerGroup’s senior leadership team. Given his current roles as chair and chief executive officer and his several other leadership roles he has held within the Company, Mr. Prising also brings to the Board a broad understanding of the Company’s industry, business, operations and growth strategy

 

•  He is a frequent speaker and commentator on the global stage, especially on topics of labor economics, governance and sustainability, and has enabled ManpowerGroup to develop significant visibility and recognition within the business services community

 

•  Mr. Prising also provides a global perspective and strong knowledge of the relevant marketplaces in Europe and Asia, as well as the Americas

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 57

 

Director Since: 2014

 

Committees:

•  Audit (Chair)

    

 

Paul Read

 

Public Company Boards

•  None

 

Additional Leadership and Experience

•  Former Non-Executive Director of Ingram Micro

 

•  Former Member of the Board of Advisors, Leavey School of Business at Santa Clara University

 

•  Former Director of Arcient, Inc. a privately held information and technology services company

 

Career Highlights

•  President Global Technology Business and Chief Operating Officer of Ingram Micro, a technology distributor and supply-chain services provider, from 2013 to 2016

 

•  Chief Financial Officer of Flextronics International, an electronics manufacturing services provider, from 2008 to 2013

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Read has significant managerial, operational and global experience as a result of senior positions he has held, including his tenure as President and Chief Operating Officer of Ingram Micro

 

•  He has extensive background in finance and accounting matters from prior roles, including as Chief Financial Officer of Flextronics International

 

•  We also benefit from Mr. Read’s knowledge and experience in the information security and technology industry, including his time as President Global Technology Business at Ingram Micro

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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LOGO

 

 

DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 69

 

Director Since: 2010

 

Committees:

•  People, Culture and Compensation (Chair)

    

 

Elizabeth P. Sartain

 

Public Company Boards

•  Former Director of Shutterfly Inc. (2016 to 2019)

 

•  Former Director of Peets Tea & Coffee, Inc. (2007 to 2012)

 

Additional Leadership and Experience

•  Director of AARP; Chairman of the Board of the AARP Foundation

 

•  Named to 2023 Most Influential Corporate Board Directors, Women Inc. Magazine

 

•  Named to 2020 Directorship 100 by NACD as one of the most influential corporate directors

 

•  NACD Board Leadership Fellow and faculty member of its Director Professionalism program

 

•  Former Director and Chair of the Society of Human Resource Management (SHRM) Foundation

 

Career Highlights

•  Independent Human Resource Advisor and Consultant since 2008

 

•  Executive Vice President and Chief People Officer at Yahoo! Inc. from 2001 to 2008

 

•  An executive with Southwest Airlines serving in various positions from 1988 to 2001, including Vice President of People

 

Why this Director is Valuable to ManpowerGroup

•  Ms. Sartain has significant experience in executive compensation, organizational design and human capital management

 

•  She also brings significant human resources experience as a result of senior management positions she held at several prominent companies, including as Vice President and Chief People Officer at Yahoo!

 

•  Ms. Sartain has led significant business transformation initiatives as well as global human resources efforts, focusing on attracting, retaining and developing employees

 

•  She also has recognized experience in workforce trends, compensation committee and governance issues and is a recognized speaker on these issues

 

•  Ms. Sartain also brings an important perspective gained from her service as a director on other public company boards

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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DIRECTOR NOMINEE BIOGRAPHIES

 

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Age: 64

 

Director Since: 2017

 

Committees:

•  Governance and Sustainability

    

 

Michael J. Van Handel

 

Public Company Boards

•  Director of ICF International (since 2017)

 

Additional Leadership and Experience

•  Director of BMO Financial Corporation, a subsidiary of BMO Financial Group (since 2006)

 

•  Recognized nine times by Institutional Investor magazine as America’s Best CFO for Business and Professional Services

 

Career Highlights

•  Senior Executive Vice President of ManpowerGroup from 2016 to 2017

 

•  Chief Financial Officer of ManpowerGroup from 1998 to 2016

 

•  Several other senior finance and accounting positions within ManpowerGroup since 1989

 

Why this Director is Valuable to ManpowerGroup

•  Mr. Van Handel brings to the Board deep knowledge of ManpowerGroup and the industry developed over his more than twenty years of experience at the Company, including nearly two decades as CFO

 

•  As CFO, Mr. Van Handel was also a member of ManpowerGroup’s leadership team and was significantly engaged in developing the Company’s business strategy

 

•  He has significant managerial, operational, transactional and financial markets experience relevant to our business. Mr. Van Handel was responsible for driving operational performance across all geographies and business lines and given his extensive knowledge of the industry and competitive landscape, was heavily involved in M&A activity for the Company

 

Skills:                    
LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
Previous Board   International
Business
  Corporate
Governance
  Active/

Former CEO/

Chairperson

or other

C-Suite Officer

  Sales   Government
Relations
  Human

Resources

  Marketing
and
Branding
  Technology   Accounting or

Financial
Oversight

  Operations

 

 

 

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DIRECTOR NOMINEE BIOGRAPHIES

 

Each director attended at least 75% of the board meetings and meetings of committees on which he or she served in 2023. The board of directors held five meetings during 2023. The board of directors did not take any action by written consent during 2023.

The board of directors has established a general retirement age of 75. Under the Company’s corporate governance guidelines, an individual cannot be nominated for election to the board of directors after his or her 75th birthday. Any director who turns 75 during his or her normal term will continue in office until the expiration of that term.

William Downe has informed us that he does not wish to stand for re-election at the annual meeting. We express our thanks to Bill for his valuable service to ManpowerGroup and its shareholders, and for his many contributions to the Board over the past 13 years, including as our lead director. Following his retirement, the board of directors will have eleven members.

Under ManpowerGroup’s bylaws, nominations, other than those made by the board of directors or the governance and sustainability committee, must be made pursuant to timely notice in proper written form to the Secretary of ManpowerGroup. To be timely, a shareholder’s request to nominate a person for election to the board of directors at an annual meeting of shareholders, together with the written consent of such person to serve as a director, must be received by the Secretary of ManpowerGroup at the principal office of the Company not earlier than the close of business on the 150th day, nor later than the close of business on the 90th day, prior to the date of the annual meeting fixed pursuant to the bylaws. To be in proper written form, the notice must contain certain information concerning the nominee and the shareholder submitting the nomination, including the disclosure of any hedging, derivative or other complex transactions involving the Company’s common stock to which a shareholder proposing a director nomination is a party.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must generally provide notice no later than 60 days prior to the anniversary of the previous year’s annual meeting date in accordance with Rule 14a-19 under the Securities Exchange Act of 1934.

 

 

 

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Composition and Qualifications of Board Members

Our Board is committed to regular renewal and refreshment and has continuously enhanced the director recruitment and selection process, resulting in a well-qualified and diverse group of director nominees. As part of that process, the governance and sustainability committee, which oversees succession planning for the Board and key leadership roles on the Board and its committees, regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our board to support the Company’s strategy.

In connection with its consideration of possible candidates for board membership, the governance and sustainability committee has identified areas of experience that members of the board should as a goal collectively possess. These areas are described below.

 

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COMPOSITION AND QUALIFICATIONS OF BOARD MEMBERS

 

The below graphic lists the skills and attributes each nominee has identified as being part of his or her own experience.

 

SKILLS, ATTRIBUTES &

EXPERIENCE

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Jean-Philippe Courtois

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John F. Ferraro

 

 

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William P. Gipson

 

 

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Patricia Hemingway Hall

 

 

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Julie M. Howard

 

 

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Ulice Payne, Jr.

 

 

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Muriel Pénicaud

 

 

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Jonas Prising

     

 

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Paul Read

 

 

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Elizabeth P. Sartain

 

 

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Michael J. Van Handel

 

 

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The governance and sustainability committee has adopted, and the board of directors has approved, guidelines for selecting board candidates that the committee considers when evaluating candidates for nomination as directors including candidates recommended by shareholders. The guidelines call for the following with respect to the composition of the board:

 

  a variety of experience and backgrounds;

 

  possess professional and personal experience and expertise relevant to the Company’s business;

 

  individuals who will represent the best interests of the shareholders as a whole rather than special interest constituencies;
  the independence of at least a majority of the directors; and

 

  individuals who represent a diversity of gender, tenure, race, ethnicity and age.
 

 

 

 

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BOARD DIVERSITY AND TENURE

 

Board Diversity and Tenure

Commitment to Board Diversity

The governance and sustainability committee and the board of directors believe that the qualifications, skills, experience and attributes set forth in this proxy statement for all individuals nominated for election satisfy the guidelines for selecting board candidates set out above and support the conclusion that these individuals are qualified to serve as directors of the Company and collectively possess a variety of skills, professional experience, and diversity of backgrounds allowing them to effectively oversee the Company’s business.

The composition of the nominees also reflects diversity of gender, tenure, race, ethnicity and age. The governance and sustainability committee and the board of directors believe that director diversity is consistent with the goal of creating a board that best serves the needs of the Company and the interests of its shareholders. While the board of directors does not have a formal policy with respect to diversity in the initial pool of director candidates, as part of the search process for a new director, the governance and sustainability committee actively seeks out women and minorities to include in the pool from which Board nominees are chosen and instructs any search firm engaged for the search to do so.

Director Tenure and Board Refreshment

In addition, we believe that diversity with respect to tenure is important in order to balance deep experience and knowledge of our Company with fresh perspectives. Our directors with longer service are highly valued for their experience and Company-specific knowledge. They have an extensive understanding of our business, provide historical context as the board reviews and evaluates the Company’s strategy and enhance board dynamics. At the same time, we recognize that, with the evolution of the marketplace and changes in our business, our board benefits from the identification of new directors who can bring important skills and fresh perspectives to the board. Since 2020, we have added three new directors to the board. As a result, we have four director nominees with ten years of service or more; four with six to nine years of service; and three with five or fewer years of service. We believe this is consistent with the board’s goal to maintain an appropriate balance of tenures.

 

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TENURE AND INDEPENDENCE

                                                                 

Years

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Independent

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DEMOGRAPHICS

                                                                 

Gender Identity

    M       M       M       F       F       M       F       M       M       F       M  

Asian

                                                                                       

Black/African American

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Hispanic/Latinx

                                                                                       

White

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Born Outside U.S.

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BOARD DIVERSITY AND TENURE(1)

 

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(1)

Demographics within this section are made with respect to the 11 Board nominees.

 

 

 

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Director Compensation for 2023

The governance and sustainability committee reviews and makes recommendations to the full board with respect to the compensation of our non-employee directors annually. The full board of directors reviews these recommendations and makes a final determination on the compensation of our directors. From time to time, the governance and sustainability committee will engage with an outside compensation consultant to benchmark the Company’s non-employee director compensation against that of relevant peer companies and the general market. The governance and sustainability committee engaged Mercer in 2021 to review our non-employee director compensation program.

For 2023, the board of directors approved the compensation arrangement for non-employee directors described below.

 

2023 NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

    

Annual Base Retainer (TOTAL)

   $290,000

Cash

   $115,000

Equity

   $175,000

Annual Governance and Sustainability Committee Chair Retainer

   $ 20,000

Annual People, Culture and Compensation Committee Chair Retainer

   $ 20,000

Annual Audit Committee Chair Retainer

   $ 27,500

Annual Retainer for lead director

   $ 35,000

Annual Retainer for lead director in the case where he or she also serves as a committee chair

   $ 40,000

Annual Cash Retainer

Each year, directors receive an annual cash retainer but can elect to receive deferred stock in lieu of 50%, 75% or 100% of their annual cash retainer. This deferred stock will be granted at the end of the year for which the election was made. The number of shares granted will equal the annual cash retainer divided by the average of the closing prices of ManpowerGroup common stock on the last trading day of each full or partial calendar quarter covered by the election period. For 2023, Mr. Downe, Mr. Gipson and Ms. Howard elected to accept deferred stock in lieu of 100% of their annual cash retainer.

Annual Equity Grant

Each year directors also receive an annual grant of deferred stock. The annual grant is effective on January 1 of each year and the number of shares granted will equal the annual equity retainer divided by the closing sale price of a share of ManpowerGroup’s common stock on the last business day of the preceding year. Alternatively, the directors can elect to receive restricted stock instead of deferred stock if they make the election on or before December 31 of the preceding year. For 2023, the total shares of deferred stock or restricted stock granted to each director was 2,103 shares. The shares vest in equal quarterly installments on the last day of each calendar quarter during the year.

A new director will receive a grant of deferred stock effective the date the director is appointed to the board and will be prorated for the year. They can elect to receive restricted stock instead if they make the election within 10 days of appointment to the board of directors.

Distribution of Deferred Stock

Deferred stock will be distributed in ManpowerGroup shares on the earlier of three years from the date of grant or within 30 days of the director leaving the board. However, the director can extend the deferral period for these grants by at least five years, and thereafter extend further by at least five more years, as long as the election to extend is made at least twelve months before the end of the current deferral period. If a director extends the deferral period but leaves the board prior to the extended date, the deferred stock will be distributed within 30 days of the director leaving the board.

 

 

 

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DIRECTOR COMPENSATION FOR 2023

 

Amendment to Compensation Program for 2024

The governance and sustainability committee again engaged Mercer in 2023 to review our non-employee director compensation program. Based on that review, the board of directors has approved an amendment to the compensation program for non-employee directors effective as of January 1, 2024. The annual equity grant has been increased from $175,000 per year to $180,000 per year. The annual cash retainer has been increased from $115,000 per year to $120,000 per year. The annual retainer for the chair of the audit committee has been increased from $27,500 per year to $30,000 per year. The annual retainer for the chair of each the governance and sustainability committee and the people, culture and compensation committee has been increased from $20,000 per year to $25,000 per year. The annual retainer for the lead director who also serves as a committee chair has been adjusted from $40,000 per year to a value of $35,000 per year plus the committee chair annual retainer for which the individual serves as chair. There was no change to the fee structure of the annual retainer for the lead director who does not serve as a committee chair.

Director Compensation for 2023

 

NAME

  

FEES EARNED OR
PAID IN CASH

($)

      

STOCK AWARDS

($)(1)

       TOTAL ($)  

Jean-Philippe Courtois

     115,000          193,018          308,018  

William Downe

              396,514          396,514  

John F. Ferraro

     115,000          233,617          348,617  

William P. Gipson

              315,492          315,492  

Patricia Hemingway Hall

     135,000          194,591          329,591  

Julie M. Howard

              362,392          362,392  

Ulice Payne, Jr.

     115,000          196,952          311,952  

Muriel Pénicaud

     115,000          181,530          296,530  

Paul Read

     142,500          185,307          327,807  

Elizabeth P. Sartain

     135,000          175,000          310,000  

Michael J. Van Handel

     115,000          192,703          307,703  

 

(1)

Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan. These amounts reflect the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. The amount reflected in the table was made up of:

 

For Mr. Courtois, $175,000 attributable to the annual grant of deferred stock (2,103 shares) and $18,018 attributable to deferred stock issued in lieu of dividends (229 shares) in 2023.

 

For Mr. Downe, $175,000 attributable to the annual grant of restricted stock (2,103 shares), $127,019 attributable to deferred stock granted in lieu of 100% of his annual retainers, (1,614 shares) and $94,495 attributable to deferred stock issued in lieu of dividends (1,201 shares) in 2023.

 

For Mr. Ferraro, $175,000 attributable to the annual grant of deferred stock (2,103 shares) and $58,617 attributable to deferred stock issued in lieu of dividends (745 shares) in 2023.

 

For Mr. Gipson, $175,000 attributable to the annual grant of deferred stock (2,103 shares), $115,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,461 shares) and $25,492 attributable to deferred stock issued in lieu of dividends (324 shares) in 2023.

 

For Ms. Hemingway Hall, $175,000 attributable to the annual grant of restricted stock (2,103 shares) and $19,591 attributable to deferred stock issued in lieu of dividends (249 shares) in 2023.

 

For Ms. Howard, $175,000 attributable to the annual grant of deferred stock (2,103 shares), $137,981 attributable to deferred stock granted in lieu of 100% of her annual retainers (1,753 shares) and $49,411 attributable to deferred stock issued in lieu of dividends (628 shares) in 2023.

 

For Mr. Payne, $175,000 attributable to the annual grant of deferred stock (2,103 shares) and $21,952 attributable to deferred stock issued in lieu of dividends (279 shares) in 2023.

 

For Ms. Pénicaud, $175,000 attributable to the annual grant of deferred stock (2,103 shares) and $6,530 attributable to deferred stock issued in lieu of dividends (83 shares) in 2023.

 

For Mr. Read, $175,000 attributable to the annual grant of restricted stock (2,103 shares) and $10,307 attributable to deferred stock issued in lieu of dividends (131 shares) in 2023.

 

For Ms. Sartain, $175,000 attributable to the annual grant of restricted stock (2,103 shares) in 2023.

 

For Mr. Van Handel, $175,000 attributable to the annual grant of deferred stock (2,103 shares) and $17,703 attributable to deferred stock issued in lieu of dividends (225 shares) in 2023.

 

The aggregate number of shares of deferred stock held by each of the non-employee directors can be found in Footnote 1 of the Beneficial Ownership of Directors and Executive Officers table on page 79. All such shares of deferred stock were fully vested as of December 31, 2023. All shares of restricted stock granted to the non-employee directors in 2023 were fully vested as of December 31, 2023.

 

 

 

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Non-Employee Director Stock Ownership Guidelines

The governance and sustainability committee believes that non-employee directors should hold a meaningful stake in ManpowerGroup to align their economic interests with those of the shareholders. To that end, the board of directors has adopted stock ownership guidelines for non-employee directors and reviews them on an annual basis. For all directors appointed prior to November 12, 2021, the total share ownership guideline is equal in value to $450,000. In 2021, the board of directors reviewed the stock ownership guidelines and determined to adjust the guidelines to further align with best practice. Under the new stock ownership guidelines, for any non-employee director appointed after November 12, 2021, the share ownership guideline is five times the annual cash retainer in effect when the director joins the board of directors. The committee considers vested deferred stock and common stock in determining targeted ownership levels. The following table details each non-employee director’s stock ownership relative to the stock ownership guidelines:

 

DIRECTOR

  

TARGET
NUMBER OF SHARES

(#)(1)

     NUMBER OF SHARES
HELD(#)(2)
     VALUE OF SHARES
($)(3)
     TARGET DATE TO
SATISFY GUIDELINES(4)

Jean-Philippe Courtois

     4,990        6,347        459,205      LOGO

William Downe

     6,601        63,087        4,564,344      LOGO

John F. Ferraro

     5,894        22,984        1,662,892      LOGO

William P. Gipson

     4,990        10,472        757,649      LOGO

Patricia Hemingway Hall

     6,601        21,320        1,542,502      LOGO

Julie M. Howard

     5,064        23,253        1,682,355      LOGO

Ulice Payne, Jr.

     6,601        16,368        1,184,225      LOGO

Muriel Pénicaud

     6,674        2,298        166,260      December 12, 2027

Paul Read

     6,601        19,796        1,432,241      LOGO

Elizabeth P. Sartain

     6,601        30,337        2,194,882      LOGO

Michael J. Van Handel

     3,568        20,605        1,490,772      LOGO

 

(1)

Target shares are based on target value divided by the closing stock price on December 31, 2014 of $68.17 for non-employee directors in office as of January 1, 2015. For non-employee directors appointed between January 1, 2015 and November 12, 2021 target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was first appointed to the Board of Directors. For non-employee directors appointed after November 12, 2021 the share ownership guideline is five times the annual cash retainer in effect when the director joined the board of directors divided by the closing price of the Company’s common stock on the day the director was first appointed to the board of directors.

 

(2)

Represents the number of shares held as of the record date, February 23, 2024 as follows:

 

For Mr. Courtois, 2,237 shares of common stock and 4,110 shares of vested deferred stock.

 

For Mr. Downe, 31,450 shares of common stock and 31,637 shares of vested deferred stock.

 

For Mr. Ferraro, 2,265 shares of commons stock and 20,719 shares of vested deferred stock.

 

For Mr. Gipson, 10,472 shares of vested deferred stock.

 

For Ms. Hemingway Hall, 16,527 shares of common stock and 4,793 shares of vested deferred stock.

 

For Ms. Howard, 4,085 shares of common stock and 19,168 shares of vested deferred stock.

 

For Mr. Payne, 10,752 shares of common stock and 5,616 shares of vested deferred stock.

 

For Ms. Pénicaud, 2,298 shares of vested deferred stock.

 

For Mr. Read, 18,290 shares of common stock and 1,506 shares of vested deferred stock.

 

For Ms. Sartain, 30,337 shares of common stock.

 

For Mr. Van Handel, 16,495 shares of common stock and 4,110 shares of vested deferred stock.

 

(3)

Based on price per share of ManpowerGroup common stock on February 23, 2024 of $72.35.

 

(4)

Under the current policy, non-employee directors in office prior to November 21, 2021 have four years from the date of his or her appointment to attain targeted ownership levels. Any non-employee directors joining the board after November 12, 2021, including Ms. Pénicaud, will have five years from the date of his or her appointment to attain targeted ownership levels.

We Prohibit Non-Employee Directors from Hedging, Pledging and Short-selling Our Securities

Under ManpowerGroup’s Insider Trading Policy, non-employee directors are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Non-employee directors are also prohibited from engaging in puts, calls or other option or derivative instruments involving ManpowerGroup securities. Further, we do not allow non-employee directors to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stock as collateral for a loan.

 

 

 

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Board Leadership Structure

 

 

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Chairman of the Board – Jonas Prising

 

Under ManpowerGroup’s bylaws and in accordance with the Company’s corporate governance guidelines, the board of directors can choose whether the roles of chairman and chief executive officer should be combined or separated, based on what it believes is best for the Company and its shareholders at a given point in time. Jonas Prising has been chairman of the board of directors since December 31, 2015. The board of directors has evaluated the Company’s leadership structure and determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of ManpowerGroup and its shareholders. The board of directors believes that in light of Mr. Prising’s extensive knowledge of ManpowerGroup and its industry, gained through his tenure with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.

 

 

 

 

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Lead Director – Julie Howard

 

The board of directors has selected Ms. Howard, retired CEO of Riveron Consulting as well as Navigant Consulting, to serve as lead director. Our corporate governance guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the board of directors will designate one of the independent directors to serve as the lead director. The lead director helps ensure that there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important.

 

Our corporate governance guidelines contemplate that the lead director will be appointed annually and that he or she should be willing to serve for at least three years in such capacity. The board of directors believes having a lead director serving consecutive terms provides greater continuity to the role, enhances board leadership and performance and facilitates effective oversight of the performance of senior management. Ms. Howard has served as lead director since May 2023, and at a board meeting in February 2024, the board of directors re-appointed Ms. Howard to serve as lead director for another year.

 

The lead director’s duties include the following:

 

•  Preside at executive sessions of the non-employee directors;

 

•  Preside at all other meetings of directors where the chairman of the board is not present;

 

•  Serve as liaison between the chairman of the board and the non-employee directors;

 

•  Approve what information is sent to the board;

 

•  Approve the meeting agendas for the board;

 

•  Approve meeting schedules to assure that there is sufficient time for discussion on all agenda items;

 

•  Provide feedback from executive sessions of the independent directors to the Chairman and CEO and other senior management;

 

•  Serve in a key role in the board evaluation processes and in evaluation of the CEO;

 

•  Recommend to the board and the board committees the retention of advisers and consultants who report directly to the board;

 

•  Have the authority to call meetings of the non-employee directors;

 

•  If requested by major shareholders, ensure that he or she is available for consultation and direct communication; and

 

•  Perform such other duties as the board may delegate from time to time.

 

 

 

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Board Oversight

Our board of directors and its committees work closely with management to provide oversight, review, and counsel related to long-term strategy, opportunities and risks. In particular, the board oversees business affairs and integrity, works with management to determine our mission and long-term strategy, oversees enterprise risk management, performs the annual CEO evaluation, oversees CEO succession planning, and oversees internal control over financial reporting and external audit. The board looks to the expertise of its committees to provide strategic oversight in their areas of focus. Examples of oversight areas are provided below.

Strategy

Led by the CEO, the Company’s executive management drives our strategy and operations and works to develop and execute business strategy, foster our desired culture, establish accountability, and control risk. Management also aligns our structure, operations, people, policies, and compliance efforts to our mission and strategy. Overseeing management’s development and execution of the Company’s strategy is one of the board’s primary responsibilities. The board works closely with executive management to respond to a dynamically changing business environment. Executive management and other leaders from across the Company provide business and strategy updates to our board quarterly, and the board participates in an annual strategy meeting with management. At meetings throughout the year, the board also assesses the strategic alignment of the Company’s budget, capital plan and strategic acquisition process.

Enterprise Risk Management

The board of directors is responsible for overseeing the execution of management’s enterprise risk management program for the Company. The board fulfills this responsibility both directly and through its standing committees, each of which assists the board in overseeing a part of the Company’s overall risk management. Our enterprise risk management program and disclosure controls and procedures are designed to appropriately escalate key risks to the board as well as to analyze potential risks for disclosure. The risks described in this section include those formally monitored at a board or committee level as part of the enterprise risk management program, which includes the annual risk assessment process, program scope, status of priority and emerging risks and risk profile, among other things, or pursuant to committee charters.

The committees of the board oversee specific areas of the Company’s risk management as described below:

Audit Committee

The audit committee is responsible for assisting the board of directors with its oversight of the performance of the Company’s risk management functions including:

 

 

Reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management;

 

 

Receiving, reviewing and discussing with management reports on cybersecurity and data privacy risk;

 

 

Receiving, reviewing and discussing with management reports on other risk topics as the committee or management deems appropriate from time to time; and

 

 

Reporting to the board of directors on its activities in this oversight role.

People, Culture and Compensation Committee

The people, culture and compensation committee reviews and discusses with management the Company’s compensation policies and practices, and the assessment of certain risks, including whether any risks arising from the Company’s compensation policies and practices related to its people are reasonably likely to have a material adverse effect on the Company.

The people, culture and compensation committee also reviews and discusses with management the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function, including key policies and strategies regarding recruiting, retention, career development and progression, employee engagement, management succession, diversity and inclusion, employment practices and culture.

 

 

 

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BOARD OVERSIGHT

 

Governance and Sustainability Committee

The governance and sustainability committee evaluates the overall effectiveness of the board of directors, including its focus on the most critical issues and risks.

As part of this oversight, the committees engage in reviews and discussions with management (and others if considered appropriate) as necessary to be reasonably assured that the Company’s risk management processes (1) are adequate to identify the material risks that we face in a timely manner, (2) include strategies for the management of risk that are responsive to our risk profile and specific material risk exposure, (3) serve to integrate risk management considerations into business decision-making throughout the Company, and (4) include policies and procedures that are reasonably effective in facilitating the transmission of information with respect to material risks to the senior executives of the Company and each committee.

Environmental, Social and Governance (“ESG”) Matters

Corporate responsibility and sustainability are important priorities for the board of directors and the Company. We believe businesses have a responsibility to be a positive contributor to societal change. Our commitment to social responsibility extends to human capital, diversity and inclusion, human rights and fair employment, worker health and safety and climate change. We also see in these commitments additional ways of creating value for our shareholders that result in benefits to our employees, our customers and society. As part of our enterprise-wide approach to risk management and our strategies for long-term value creation, the board and management monitor long-term risks that may be impacted by environmental, social and governance issues. Additional information about ManpowerGroup’s corporate social responsibility efforts is located in the Proxy Summary under “Our Working to Change the World Plan” and available on our website at https://manpowergroup.com/sustainability.

As ESG matters continue to increase in significance, the board of directors has determined oversight of ESG matters should be consolidated with one of its standing committees and has delegated the oversight responsibility to the governance and sustainability committee. The governance and sustainability committee regularly meets with the chief sustainability and communications officer to review the effectiveness of management’s strategies, programs and policy implementation with respect to initiatives and programs related to sustainability, corporate culture, human capital management and climate change. In addition, each of the committees continues to address specific ESG matters related to its respective areas of oversight.

Cybersecurity and Data Privacy

As part of the board’s role in overseeing the Company’s enterprise risk management program, the board devotes time and attention to cybersecurity and data privacy related risks. The audit committee is responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The audit committee regularly receives reports on cybersecurity and data privacy matters and related risk exposures from management, including our chief information security and chief privacy officer. The audit committee will regularly update the board of directors on such matters and the board will also periodically receive reports from management directly. All employees regularly participate in required and targeted information security and data privacy trainings. We also assess the efficacy of our information security program through internal detection and monitoring systems, as well as through the engagement of third-party experts.

Human Capital Management

Human capital management is at the core of our business and is how we create value for individuals, organizations and communities. Our purpose is to provide meaningful and sustainable employment and is rooted in our values: People, Knowledge and Innovation. Our board and its committees are actively engaged in overseeing the Company’s human capital management strategy. The people, culture and compensation committee is responsible for overseeing the Company’s policies and strategies related to human capital management matters, including recruiting, retention, career development and progression, employee engagement, management succession, diversity and inclusion, employment practices and culture. Management provides regular updates to the people, culture and compensation committee on these human capital management matters, and the board is kept apprised of any developments in these areas. In addition, the people, culture and compensation committee considers the impact of our executive compensation program and the incentives created by compensation awards on the Company’s overall risk profile. It also oversees management’s assessment of compensation risk arising from our compensation policies and practices.

 

 

 

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Independent Compensation Consultant

The people, culture and compensation committee has selected Mercer (US) Inc. (“Mercer”) to advise it on executive compensation matters. Mercer is engaged directly by the committee, and reports to the chair of the committee. Fees are set annually and are reflected in a one-year statement of work, which sets out the services to be performed by Mercer for the committee during the ensuing year. Mercer’s primary role is to provide objective analysis, advice and information and otherwise to support the committee in the performance of its duties. Mercer’s fees for executive compensation consulting to the committee in 2023 were $493,603.

The committee requests information and recommendations from Mercer as it deems appropriate in order to assist it in structuring and evaluating ManpowerGroup’s executive compensation programs and practices. The committee’s decisions about executive compensation, including the specific amounts paid to executive officers, are its own and may reflect factors and considerations other than the information and recommendations provided by Mercer.

Mercer’s engagement included the following services for the committee in 2023:

 

 

Review and recommend the companies used in our peer group;

 

 

Review guiding principles for executive compensation and recommend areas for modernization;

 

 

Evaluate the competitiveness of our total executive compensation and benefits program for the senior executives, including base salary, annual incentive, total cash compensation, long-term incentive awards, total direct compensation, perquisites, retirement benefits and total remuneration against the market;

 

 

Assess how well the compensation and benefits programs are aligned with the committee’s stated philosophy to align pay with performance, including analyzing our performance against comparator companies;

 

 

Provide advice and assistance to the committee on the levels of total compensation and the principal elements of compensation for our senior executives;

 

 

Advise the committee on salary, target incentive opportunities and equity grants as well as on the design and features of our short-term and long-term incentive programs for our senior executives;

 

 

Brief the committee on trends, including legislative and regulatory, in executive compensation and benefits among large public companies and on regulatory, legislative and other developments; and

 

 

Assist in reviewing the Compensation Discussion and Analysis and other executive compensation disclosures to be included in this proxy statement.

The committee has reviewed whether the work provided by Mercer raises any conflict of interest. Factors considered by the committee include:

 

 

Other services provided to the Company by the consultant;

 

 

What percentage of the consultant’s total revenue is made up of fees from the Company;

 

 

Policies or procedures of the consultant that are designed to prevent a conflict of interest;

 

 

Any business or personal relationships between individual consultants involved in the engagement and committee members;

 

 

Any shares of the Company’s stock owned by individual consultants involved in the engagement; and

 

 

Any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement.

Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to the work performed by the Company or the committee in 2023. The committee has also evaluated the independence of Mercer pursuant to the rules of the Securities and Exchange Commission and the New York Stock Exchange and no relationships were identified that would impact Mercer’s independence.

Ultimately, the consultant provides recommendations and advice to the committee in an executive session where management is not present, which is when critical pay decisions are made. This approach protects the committee’s ability to receive objective advice from the consultant so that the committee may make independent decisions about executive pay.

 

 

 

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INDEPENDENT COMPENSATION CONSULTANT

 

Besides Mercer’s involvement with the committee, it and its affiliates also provide other non-executive compensation services to us. These services are approved by management who oversee the specific areas of business for which the services are provided. The total amount paid for these other services provided in 2023 was $329,582. These services included actuarial and pension reporting services and insurance services. The majority of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan, the parent company of Mercer, which therefore are considered affiliates even though they operate independently of Mercer.

The committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer), did not raise any conflicts of interest.

The committee believes the advice it receives from the individual executive compensation consultants is objective and not influenced by Mercer’s or its affiliates’ other relationships with us because of the procedures Mercer and the committee have in place, including the following:

 

 

The consultants receive no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates;

 

 

The consultants are not responsible for selling other Mercer or affiliate services to us;

 

 

Mercer’s professional standards prohibit an individual consultant from considering any other relationships Mercer or any of its affiliates may have with us in rendering his or her advice and recommendations; and

 

 

The committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants.

 

 

 

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Board Independence and Related Party Transactions

The board of directors has adopted categorical standards for relationships deemed not to impair independence of non-employee directors to assist it in making determinations of independence. The categorical standards are included in our Corporate Governance Guidelines and are available on ManpowerGroup’s website at https://investor.manpowergroup.com/governance. As required under the Corporate Governance Guidelines, our board of directors reviews and determines the independence of all directors on an annual basis.

In making its independence determinations, the governance and sustainability committee evaluates the various commercial and employment transactions and relationships known to the committee that exist between ManpowerGroup and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated. The governance and sustainability committee also reviews any other relevant facts and circumstances regarding the nature of these relationships to determine whether other factors, regardless of the categorical standards, might compromise a director’s independence.

The board of directors has determined that eleven of the current directors of ManpowerGroup, including Mr. Downe who is not standing for re-election, are independent under the listing standards of the New York Stock Exchange after taking into account the categorical standards. Certain of our directors serve as directors, and are officers or former officers, of companies that have engaged ManpowerGroup to provide services, all of which such relationships fall within the categorial standards. Mr. Prising does not qualify as independent under the listing rules of the New York Stock Exchange because he is currently an executive officer.

The governance and sustainability committee will evaluate eligible shareholder-nominated candidates for election to the board of directors in accordance with the procedures described in ManpowerGroup’s bylaws and in accordance with the guidelines and considerations relating to the selection of candidates for membership on the board of directors described under the heading “Composition and Qualifications of Board Members.”

ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the directors attended the 2023 annual meeting of shareholders.

Communicating With Our Board

Any interested parties, including shareholders, may submit their communication to our Secretary, who will determine when communications and concerns will be forwarded to the Board, our independent directors as a group or our independent Lead Director. Communications received in writing are forwarded to the Board, committee, or to any individual director or directors to whom the communication is directed, unless the communication does not reasonably relate to the Company or its business, or is similarly inappropriate.

Such communications must be submitted to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212.

Concerns about possible violations of our Code of Business Conduct and Ethics (the “Code”) should be reported as outlined in the Code, which is available on our website at https://investor.manpowergroup.com/governance.

 

 

 

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Meetings and Committees of the Board

The board of directors has standing audit, people, culture and compensation, and governance and sustainability committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site at https://investor.manpowergroup.com/governance.

 

AUDIT COMMITTEE

   NUMBER OF MEETINGS IN 2023: 4  
 

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Paul Read

Chair

 

The board of directors has determined that each member of the audit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Mr. Ferraro and Mr. Read are each an “audit committee financial expert” as defined under the applicable rules of the SEC. Under the Company’s corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup and no member of the audit committee currently does.

 

The functions of this committee are to:

 

•   appoint the independent auditors for the annual audit and approve the fee arrangements with the independent auditors;

 

•   monitor the independence, qualifications and performance of the independent auditors;

 

•   review the planned scope of the annual audit;

 

•   review the financial statements to be included in our quarterly reports on Form 10-Q and our annual report on Form 10-K, and our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of those reports;

 

•   review compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

 

•   review our financial reporting processes and internal controls and any significant audit adjustments proposed by the independent auditors;

 

•   make a recommendation to the board of directors regarding inclusion of the audited financial statements in our annual report on Form 10-K;

 

•   review recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management;

 

•   review and discuss with the independent auditors any critical audit matter (“CAM”) addressed in the audit and disclosures that relate to each CAM;

 

•   review matters of disagreement, if any, between management and the independent auditors;

 

•   periodically review our Policy Regarding the Retention of Former Employees of Independent Auditors;

 

•   oversee compliance with our Independent Auditor Services Policy;

 

•   meet privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls and other finance related matters;

 

•   meet privately with management to review the competence, performance and independence of the independent auditors;

 

•   monitor our internal audit department, including our internal audit plan;

 

•   review guidelines and policies regarding compliance by our employees with our code of business conduct and ethics, including the anti-corruption policy;

 

•   review procedures for receipt, retention and treatment of, and the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters;

 

•   assist the board of directors with its oversight of the performance of the Company’s risk management function, including meeting periodically with the chief information officer and chief information security and chief privacy officer regarding the Company’s information technology and receiving periodic updates on the Company’s cybersecurity program;

 

•   review current tax matters affecting us;

 

•   periodically discuss with management our risk management framework;

 

•   periodically discuss with the Company’s general counsel and chief compliance officer any significant legal, compliance or regulatory matters that may have a material impact on the Company’s business, financial statements or compliance policies;

 

•   monitor any litigation involving ManpowerGroup that may have a material financial impact on ManpowerGroup or that relates to matters entrusted to the audit committee; and

 

•   approve the retention, compensation and termination of outside legal, accounting and other such advisors to the committee.

 

 

Members:

Jean-Philippe Courtois

John F. Ferraro

Patricia Hemingway Hall

Ulice Payne, Jr.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     

In addition, the charter of the audit committee provides that the audit committee shall review and approve all related party transactions that are material to ManpowerGroup’s financial statements or that otherwise require disclosure to ManpowerGroup’s shareholders, provided that the audit committee shall not be responsible for reviewing and approving related party transactions that are reviewed and approved by the board of directors or another committee of the board of directors. The audit committee did not take action by written consent during 2023.

 

 

 

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MEETINGS AND COMMITTEES OF THE BOARD

 

PEOPLE, CULTURE AND COMPENSATION COMMITTEE

   NUMBER OF MEETINGS IN 2023: 5 
 
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Elizabeth P.

Sartain(1)

Chair

 

Each member of the people, culture and compensation committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange.

 

The functions of this committee are to:

 

•   review and approve the Company’s general compensation philosophies and principles;

 

•   establish the compensation of the chief executive officer of ManpowerGroup, subject to ratification by the independent members of the board of directors;

 

•   approve the compensation, based on the recommendations of the chief executive officer of ManpowerGroup, of any president and the chief financial officer, and certain other senior executives of ManpowerGroup;

 

•   establish officer stock ownership guidelines and monitor compliance with such guidelines;

 

•   determine the terms of any agreements concerning employment, compensation or employment termination, as well as monitor the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above;

 

•   monitor the professional development of ManpowerGroup’s key executive officers;

 

•   review succession plans for the chief executive officer of ManpowerGroup, of any president and the chief financial officer and certain other senior executives of ManpowerGroup;

 

•   administer ManpowerGroup’s equity incentive plans and employee stock purchase plans and oversee ManpowerGroup’s employee retirement and welfare plans;

 

•   administer ManpowerGroup’s annual incentive plan;

 

•   oversee the administration of the Company’s Senior Executive Compensation Recovery Policy;

 

•   review and recommend the “Compensation Discussion and Analysis” to be included in our annual proxy statement;

 

•   discuss with management reports regarding the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function;

 

•   approve the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and have oversight of their work;

 

•   consider the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee;

 

•   monitor the Company’s policies, objectives and programs related to diversity and inclusion and review the Company’s performance in light of appropriate measures; and

 

•   review the results of any advisory shareholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.

 

 

Members:

William Downe(2)

William P. Gipson

Julie M. Howard(1)

Muriel Pénicaud

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
(1)

Ms. Howard will become chair of the People, Culture and Compensation Committee in May 2024, succeeding Ms. Sartain. Ms. Sartain will remain a member of the committee.

(2)

Mr. Downe has determined he will not be seeking re-election at the annual meeting in May 2024 and will therefore no longer be a member of the committee effective May 3, 2024.

In accordance with the terms of its charter, the people, culture and compensation committee may from time-to-time delegate authority and assign responsibility with respect to such of its functions to officers of the Company, or to a subcommittee of the committee. The people, culture and compensation committee did not take any action by written consent during 2023.

 

 

 

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MEETINGS AND COMMITTEES OF THE BOARD

 

GOVERNANCE AND SUSTAINABILITY COMMITTEE

  NUMBER OF MEETINGS IN 2023: 4 
 
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Patricia Hemingway Hall(1)

Chair

 

Each member of the governance and sustainability committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange.

 

The functions of this committee are to:

 

•   recommend nominees to stand for election at annual meetings of shareholders, to fill vacancies on the board of directors and to serve on committees of the board of directors;

 

•   establish procedures and assist in identifying candidates for board membership;

 

•   review the qualifications of candidates for board membership, including any candidates nominated by shareholders in accordance with our bylaws;

 

•   periodically review the compensation arrangements in effect for the non-management members of the board of directors and recommend any changes deemed appropriate;

 

•   oversee the annual self-evaluation of the performance of the board of directors and each of its committees and oversee, or ensure another committee oversees, the annual evaluation of the performance of management;

 

•   establish and review, for recommendation to the board of directors, guidelines and policies on the size and composition of the board, the structure, composition and functions of the board committees, and other significant corporate governance principles and procedures;

 

•   review the Board’s leadership structure and recommend any changes deemed appropriate;

 

•   oversee the content and format of our code of business conduct and ethics and recommend any changes as deemed appropriate;

 

•   monitor compliance by the non-management directors with our code of business conduct and ethics;

 

•   review and approve the establishment of any stock ownership guidelines for the non-management directors of the Company and monitor compliance with such guidelines;

 

•   review and make recommendations to the board on proposals related to corporate governance, public policy or sustainability submitted by shareholders;

 

•   oversee and make recommendations to the board regarding ESG matters relevant to the Company’s business, including Company policies, opportunities, reporting and activities;

 

•   develop and periodically review succession plans for the directors;

 

•   periodically review the corporate governance guidelines and recommend any changes as deemed appropriate;

 

•   review and recommend categorical standards for determining non-management director independence consistent with the rules of the New York Stock Exchange and other requirements;

 

•   consider and recommend to the Board the action to be taken with respect to any resignation tendered by a director with respect to a change in professional responsibilities or personal circumstances; and

 

•   approve the retention, compensation and termination of any outside independent advisors to the committee.

 

 

Members:

Julie M. Howard

Ulice Payne, Jr.

Michael J. Van Handel(1)

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
(1)

Mr. Van Handel will become chair of the Governance and Sustainability Committee in May 2024, succeeding Ms. Hemingway Hall. Ms. Hemingway Hall will remain a member of the committee.

The governance and sustainability committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The governance and sustainability committee did not take any action by written consent during 2023.

 

 

 

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Board Effectiveness and Evaluation

Our board of directors is committed to performing effectively for the benefit of the Company and its shareholders at both the board and committee level. Each year, the governance and sustainability committee oversees the board and committee evaluation process and determines the format and framework for the process.

Annual Evaluation Process with an Independent Consultant

The governance and sustainability committee engages a third-party consultant, experienced in corporate governance matters, to assist with the board and committee evaluation process. The purpose of the annual evaluation process is to ensure that the board continues to operate at a high level, with an opportunity for self-reflection and improvement.

Each year, directors are interviewed by the independent third party, and give specific feedback addressing various topics of focus that are determined in advance. Among other items, topics have included board effectiveness, corporate strategy, individual contributions, committee functioning, as well as suggestions to enhance the efficiency and productivity of the board in general. Individual director effectiveness is also included. Directors respond to questions designed to elicit this information, and the independent third party synthesizes the results and comments received during such interviews. These findings are then presented by the independent third party and the chair of the governance and sustainability committee to the full governance and sustainability committee. The chair of the governance and sustainability committee then presents the findings with the full board, followed by a review and discussion. The chair of the governance and sustainability committee also provides any committee findings to each committee chair, which are used to facilitate discussion during the committee assessments that also occur annually. The independent third party also provides feedback to each of the individual directors regarding individual director effectiveness. The board believes this facilitated process provides additional insight and perspective that it can utilize to further enhance effectiveness, including in areas such as board and committee composition, information flow between management and the board, development of materials for board discussion, focus on corporate strategy and director recruitment.

 

 

 

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Compensation Discussion and Analysis

Table of Contents

 

Background      32  
          
Executive Summary      32  

2023 Results Reflect Challenging Environment for Staffing Services

     32  

Key Committee Actions

     32  

Short-Term and Long-Term Performance Compensation for 2023

     33  

Calculation of Financial Metrics

     35  

CEO Compensation was Below Target, Aligned with Company Performance

     36  

Key Compensation Practices

     37  
          
ManpowerGroup Compensation Principles      38  
          
Say on Pay Vote      39  
          
Shareholder Engagement      39  
          
Compensation Elements      40  
          
Target Total Compensation      42  
          
Market Positioning: 2023 Target Compensation in the Competitive Marketplace      43  

How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group

     43  

The 2023 Peer Group

     43  

Additional Data Sources

     43  

Assessing Individual Factors

     43  
          
The Committee’s Decision-Making Process      44  
          
Components of the 2023 Executive Compensation Program — Base Salary      44  
          
Components of the 2023 Executive Compensation Program — Annual Cash Incentives      44  

How EPS, ROIC and Revenue are Calculated

     44  

Why the Company Uses EPS, ROIC and Revenue

     45  

The 2023 EPS, ROIC and Revenue Goals

     45  

Annual Incentive Award Opportunities

     46  

2023 Strategic KPIs and ESG Goals and Annual Incentive Award Payouts

     46  

Jonas Prising

     46  

John T. McGinnis

     47  

Michelle S. Nettles

     47  

Richard Buchband

     48  
          
Components of the 2023 Executive Compensation Program — Long-Term Incentives      48  

Performance Share Units

     48  

How the Company Sets EBITA Margin Percent Goals

     49  

Shares Earned under the 2021 Annual PSU Grant

     50  

Changes in 2024 - Introduction of Relative Total Share Return Modifier

     50  

Restricted Stock Units

     50  

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Career Shares, Retirement and Deferred Compensation Plans      50  
          
Other Benefits      51  

Severance Agreements

     51  
          
Governance Features of Our Executive Compensation Programs      51  

We Have Stock Ownership Guidelines for Executive Officers

     51  

We Have a Clawback Policy

     51  

Our Insider Trading Policy Prohibits Hedging, Pledging and Short-Sale Transactions

     52  
          
Material Tax Implications of the Executive Compensation Program      52  
          

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY

 

Background

This compensation discussion and analysis (“CD&A”) describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission (“SEC”). We refer to this group of executives as our named executive officers (“NEOs”).

 

NAME

   TITLE

Jonas Prising

   Chairman and Chief Executive Officer

John T. McGinnis

   Executive Vice President and Chief Financial Officer

Michelle S. Nettles

   Executive Vice President and Chief People and Culture Officer

Richard Buchband

   Senior Vice President, General Counsel and Secretary

 

 

Executive Summary

2023 Results Reflect Challenging Environment for Staffing Services

Our executive compensation programs are designed to reward performance, and our financial results for the year did not meet the levels anticipated by the People, Culture and Compensation Committee (the “Committee”) when performance targets were set in February 2023. While some of our regions and countries delivered strong performance, our largest operations in Southern Europe, Northern Europe and in the United States continued to be impacted by a decline in demand for staffing services over the course of 2023. The staffing services industry is highly sensitive to uncertainty and employer confidence involving the economic outlook. In a year marked by economic uncertainty, many employers, in particular large enterprise organizations, remained cautious, reducing their expenditures on flexible workforce services and non-critical investments, and postponing projects until greater clarity is available. This softening in demand had a negative impact on our industry, and our results, during 2023.

In a challenging and uncertain environment, our executive team remained focused on priorities designed to generate value for our shareholders. Key actions included:

 

   

We remained highly committed to managing financial performance in the current cycle, while positioning the company for profitable long-term growth when conditions improve. We took significant cost reduction actions throughout the year to adjust our resources to the operating environment while we progressed various initiatives to improve market share in our largest businesses.

 

   

Despite declines, we continued to enjoy strong cash flow, which enabled us to continue our practice of progressive dividend increases. We approved a new share repurchase program, underscoring our philosophy of returning excess cash to shareholders through share buybacks.

 

   

We delivered significant technology enhancements and entered the next phase of our Digitization, Diversification and Innovation initiatives, with long-term investments in our technology and finance infrastructure expected to generate future productivity and efficiency enhancements worldwide.

 

   

Management continued to focus on optimizing the composition of our global businesses based on growth and profit objectives, and successfully executed key wind-down activities to exit a non-core business in Germany, strengthening the business for the future.

 

   

We accelerated our innovation agenda, our responsible use of AI tools, and our investment in our people and culture, releasing our third annual Working to Change the World sustainability report.

Key Committee Actions

The Committee continues to be guided by the ManpowerGroup Compensation Principles described below, including its commitment to being market competitive in executive compensation and aligning pay with performance. Important actions by the Committee include:

 

   

Continued to use a more targeted compensation peer group for benchmarking 2023 NEO compensation that creates greater comparability to the Company’s business;

 

 

 

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Adopted the Senior Executive Compensation Recovery Policy, applicable to the NEOs as well as certain other senior leaders, adhering to the rules of the SEC and the listing standards of the New York Stock Exchange (NYSE). The Committee also adopted a more narrow broad-based compensation recovery policy applicable to all other employees;

 

   

Continued to utilize Earnings Before Interest, Taxes and Amortization (“EBITA”) Margin Percent as the performance metric for PSU grants, as a means of focusing executive officers on the long-term profitability of the Company. This metric replaced Operating Profit Margin Percent (“OPMP”), which was last used in PSU awards granted in 2021;

 

   

Our Say on Pay vote declined in 2023, relative to historical levels. Leadership of the Committee and the Board held conversations with our largest shareholders who voted against on our Say on Pay, to better understand any concerns they have with our executive compensation program; and

 

   

Starting with PSU awards made in February 2024, the Committee introduced a modifier based on relative Total Shareholder Return (“rTSR”) in lieu of the prior Strategic KPIs and ESG modifier.

Short-Term and Long-Term Performance Compensation for 2023

 

Annual Incentive Compensation for 2023

 

The Committee set key financial performance metrics in mid-February 2023, as summarized below and in the diagram on the next page.

 

•  EPS – Designed to focus our executives on producing financial results that align with shareholder interest. We consider this metric a critical measure of executive performance.

 

•  For 2023, EPS was $5.39 which fell below the threshold level. As a result, there was no payout against the EPS metric.

  

•  ROIC – Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. ROIC measures how efficiently we are converting our services into cash.

 

•  For 2023, ROIC was 9.0%, which fell below the threshold level. As a result, there was no payout against the ROIC metric.

  

•  Revenue – We believe Revenue is a key metric as it keeps executives focused on top-line growth, in addition to profitability.

 

•  For 2023, Revenue was $19.0 billion, which fell between the threshold and target levels. As a result, payouts against the Revenue metric were below target levels.

 

The Committee also set KPIs for executives based on individual Strategic KPIs and ESG goals. While these varied for each of the NEOs, in all cases they resulted in payouts below target levels.

 

 

 

Long-Term Incentive Compensation for 2023

 

The Committee has continued its long practice of utilizing PSUs to be the predominant component of compensation for our NEOs for 2023.

 

•  PSUs – Beginning in 2022, we began using EBITA Margin Percent as the key performance metric for PSU grants, replacing the former metric of OPMP, which applied for PSUs awarded in 2021 and earlier. EBITA Margin Percent better aligns with how the Company and its largest competitors measure performance as it measures operating efficiency without the impact of amortization. In addition, EBITA Margin Percent continues to focus executive officers on the long-term profitability of the Company. The awards are subject to a KPI modifier that can increase or decrease the final PSU payout by up to 30%, as determined by the Committee, based on pre-established strategic KPIs and ESG goals.

 

As disclosed previously, in light of the difficulty setting performance targets in February 2021 during pandemic-era uncertainty, the Committee departed from its customary use of a three-year performance period and instead used a one-year performance period, calibrated to pre-established OPMP goals for 2021. These were coupled with a three-year holding and KPI modifier period (from the date of grant). As disclosed in our 2022 Proxy Statement, the actual OPMP for these PSUs exceeded the outstanding level based on Company performance. Based on this performance, and after consideration of KPIs, the Committee approved a final payout percent of 195%, slightly below the outstanding level. After 2021, the Committee returned to a three-year performance period for the annual PSU award.

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY

 

Annual Incentive Plan Metrics

(2023)

 

 

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Performance under the financial targets in the Annual Incentive Plan was below threshold for EPS and ROIC and between the threshold and target level for Revenue. Performance for the NEOs was also below target for the individual Strategic KPIs and ESG Goals. The resulting AIP payouts ranged from 35% to 36% of target for the NEOs.

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY

 

PSU Performance Metric—Operating Profit Margin Percent

2021 Annual PSU Grant

 

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The OPMP for 2021 under the 2021 Annual PSU Grant was 2.97%. The grant vested at the end of 2023, following the completion of both the 1-year performance period and the 3-year holding period. The Committee approved a final payout percent of 195%, slightly below the outstanding level.

 

Calculation of Financial Metrics

One of our principles is that NEO compensation should reward for the underlying performance of our business. As is our practice, the Committee, in adopting financial targets at the beginning of the 2023 performance year, determined that certain items should be excluded from our performance metrics:

 

 

Constant Currency. We eliminate the impact of changes in exchange rates for EPS, ROIC and Revenue. This allows us to better capture year-over-year changes in underlying performance.

 

 

Share Repurchases. We remove the benefit of share repurchases from our EPS calculation except to the extent necessary to offset dilution resulting from shares issued under our equity plans.

 

 

Restructuring Costs. We exclude restructuring costs from our EPS, ROIC and EBITA Margin Percent calculations, net of the savings related to these costs. This allows us to better reflect the Company’s performance for the year.

 

 

Goodwill Impairment. We exclude goodwill impairment charges from our EPS, ROIC and EBITA Margin Percent calculations. This, too, better reflects the Company’s performance for the year.

 

 

Other Non-Recurring Costs. We exclude from EPS and EBITA Margin Percent any non-recurring accrual adjustments including tax or regulatory law changes, acquisitions or dispositions and other non-recurring adjustments greater than $10 million. As explained above, excluding these costs better reflects the Company’s performance during the year.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY

 

The following table shows the impact of each of these items on our performance metrics for 2023:

 

    AS
REPORTED
    IMPACT OF
CONSTANT
CURRENCY
    IMPACT OF
SHARE
REPURCHASES
    RESTRUCTURING
COSTS
    GOODWILL
IMPAIRMENT
   

OTHER
NON-

RECURRING
COSTS(1)

    AS
CALCULATED
UNDER
COMPENSATION
PLANS
 

EPS

  $ 1.76     $ 0.14     $ 0.02     $ 2.04     $ 1.03     $ 0.40     $ 5.39  

ROIC

    4.9     0.4     n/a       2.2     1.1     0.4     9.0

Revenue (in billions)

  $ 18.9     $ 0.1       n/a       n/a       n/a           $ 19.0  

EBITA Margin Percent

    1.54     n/a       n/a       0.79     0.29           2.62

 

(1)

EPS and ROIC excludes the non-cash currency translation loss related to our Argentina business, which is required to be treated as a hyperinflationary economy. The impact resulted in an increase to EPS of $0.26 and ROIC of 0.3%. Other non-recurring adjustments also resulted in an increase to EPS of $0.03 related to the impact of the sale of our Philippine business that was completed in the third quarter of 2023. The impact of the sale had a minimal impact on Revenue and EBITA Margin Percent. EPS and ROIC also excludes a pension impairment, which resulted in an increase to EPS of $0.11 and ROIC of 0.1%.

CEO Compensation was Below Target, Aligned with Company Performance

We remain committed to performance-based compensation. Approximately 60% of Mr. Prising’s 2023 target compensation was tied to Company performance and 90% of his total pay was variable. The discussion below highlights each component of Mr. Prising’s compensation in 2023.

Base Salary: The Committee determined Mr. Prising’s base salary for 2023 to be $1,300,000, an increase from $1,250,000 in 2022. This was the first increase to Mr. Prising’s base salary since 2017. The Committee determined an increase for 2023 was appropriate to better align Mr. Prising’s salary with the competitive market.

Annual Cash Incentive: Payout was Approximately 35% of Target. The EPS and ROIC financial metrics set by the Committee for the 2023 annual incentive were below the threshold level, and Revenue was between the threshold and target levels, as shown below. In light of this, and the Committee’s assessment of Mr. Prising’s achievement of his individual Strategic KPIs and ESG Goals as CEO, his annual cash incentive payout was 35% of target.

 

     2023 ACTUAL
PAYOUT $
       % COMPARED
TO TARGET
 

EPS Goal

     0          0.0

ROIC Goal

     0          0.0

Revenue Goal

     184,167          44.2

Strategic KPIs and ESG Goals

     542,880          87.0

Total

     727,047          35.0

Long-Term Equity Awards. In 2023, Mr. Prising received two types of long-term equity grants as part of his regular compensation:

 

 

Approximately 60% comprised an annual grant of PSUs that will vest over three years based on EBITA Margin Percent goals.

 

 

Approximately 40% were restricted stock units (“RSUs”) that cliff vest in full after three years.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY

 

Key Compensation Practices

The Committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Some of our key policies are summarized below:

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

ManpowerGroup Compensation Principles

The Company’s executive compensation framework is guided by a series of core philosophies and principles, as determined by the Committee.

 

 

EXECUTIVE COMPENSATION FRAMEWORK

CORE PHILOSOPHIES AND PRINCIPLES:

 

 

1. Aligned to Stakeholders

 

•  Compensation programs align executives’ interests with those of our stakeholders and appropriately balance risk and rewards

 

•  Stakeholder value is created by:

 

–  Sound fiscal management and shareholder value creation

 

–  Attracting and retaining the best talent needed to scale

 

–  Cultivating and enhancing the Company’s brand, purpose, and vision

 

–  Excellent client, employee, candidate, and associate experiences

 

 

2. Performance-Focused

 

•  The majority of pay for executives is at-risk and performance-based

 

•  Compensation is designed to motivate the executives to achieve the Company’s annual and long-term strategic goals

 

•  Recognize the cyclical nature of our business, with clearly defined KPIs to drive focus

 

3. Market-Competitive

 

•  Compensation opportunities are anchored to the competitive market

 

•  Ensure rewards are fair and equitable for each role

 

•  Compensation is differentiated to consider individual value and contribution

 

4. Transparent and

   Relevant

 

•  Compensation programs are clearly communicated and easy to understand

 

•  Programs include metrics that are core to the business and have line of sight for executives

 

 

 

5. Aligned to Our Values

 

•  Ensure rewards are fair and equitable among internal peers

 

•  Compensation design and administration should align to our values of People, Knowledge, and Innovation

 

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Say on Pay Vote

 

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Historically strong approvals on Say on Pay

 

We have consistently achieved say-on-pay votes greater than 90%. However, for the first time in ten years, our say-on-pay vote was less than 90% in 2023.

 

ManpowerGroup held a non-binding shareholder advisory vote at its 2023 annual meeting of shareholders to approve the compensation of ManpowerGroup’s NEOs, also known as “Say on Pay.” This shareholder resolution was approved by approximately 83% of the votes cast. This is the first time since 2013 our approval rate was below 90%. In 2023, unlike in prior years, one of the major proxy advisory firms recommended against our Say on Pay proposal. At least partially in response, some of our large shareholders voted against our Say on Pay, which reduced the approval rate.

 

The Committee desires to be responsive to shareholder concerns about its executive compensation program. Following the 2023 annual meeting, we reached out to shareholders known to us to have voted against our Say on Pay that hold approximately 0.60% or more of our common stock, to understand any concerns they had with our compensation program. Two of our large shareholders holding more than 10% of our common stock in the aggregate, and representing a significant portion of the negative Say on Pay vote, chose to engage with us. Both the Committee Chair and our Lead Director participated in conversations with them to better understand the rationale behind their votes. These shareholders reiterated the importance to them of ensuring that executive compensation elements are aligned with financial performance and shareholder returns.

 

Shareholder Engagement

We believe that shareholder engagement is an important part of our governance practices. We have a longstanding shareholder outreach program, to provide our investors an opportunity to share their perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management and may include board leadership. Our engagement efforts over time have included:

 

 

Contacting our top shareholders, representing more than 50% of our shares.

 

 

Conversations with shareholders representing more than 40% of our shares.

 

 

Presenting shareholder feedback to the Committee as well as the governance and sustainability committee.

As mentioned above, the Committee evaluates this feedback from our shareholders, as well as our say on pay voting results, among other factors in developing our executive compensation programs. Similarly, our governance and sustainability committee reviews the feedback concerning our governance practices in developing our governance policies, including our approach to board refreshment.

Additionally, our executive management team, primarily through our Chairman and CEO and Executive Vice President and CFO, regularly engage in dialogue with our shareholders through our quarterly earnings calls, investor meetings and conferences, and other channels for communication.

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Elements

The following table summarizes the principal elements of our executive compensation program and demonstrates the program’s focus on annual and long-term incentive compensation that is closely aligned with Company performance and is sensitive to the Company’s stock performance. The Committee periodically reviews executive compensation and may recommend adjustments driven by market data, performance and situations where there is a change in responsibility:

 

    

BASE

SALARY

 

ANNUAL

INCENTIVE AWARD

 

LONG-TERM

INCENTIVE AWARD

Percent of Target Compensation

  LOGO   LOGO   LOGO
               ...Comprising PSUs   ...and RSUs
               LOGO   LOGO
 

Performance Period

  Ongoing   One year   PSUs earned based on performance achievement over a three-year period   Three-year cliff vesting
 

Objective

  Fixed compensation for performing core areas of responsibility.   Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year.   Motivate and reward NEOs for performance against long-term financial objectives to align the interests of the NEOs with long-term shareholder value.   Directly aligns NEOs with shareholders and adds balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive.
 

Determination Factors

 

Factors used to determine base salaries include:

 

•  NEO’s experience, skill, and performance

 

•  The breadth of the NEO’s responsibilities

 

•  Pay competitive to market

 

Metrics and weightings of each:

 

•  EPS (25%)

 

•  ROIC (25%)

 

•  Revenue (20%)

 

•  Individual Strategic KPIs and ESG Goals (30%)

 

Metrics used to determine PSUs earned:

 

•  EBITA Margin Percent (OPMP for PSU grants prior to 2022)

 

•  Average EBITA “gate” - If average EBITA does not meet a certain pre-determined dollar “gate” over the performance period, maximum payout cannot exceed more than 100% of target.

 

•  KPI modifier - For PSUs granted in 2023, final PSU payout can increase or decrease by up to 30% based on Committee’s assessment of achievement of pre-established strategic growth objectives. Modifier cannot be used to adjust total payout below threshold or above outstanding.

  Value of RSUs is correlated to stock price.
 

For More Information

  Page 44   Page 44   Page 48   Page 50

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

In addition to the above, below are other important elements of our executive compensation program along with a brief description of each:

 

      DESCRIPTION    FOR MORE INFORMATION

Qualified Retirement Plans

   Although we maintain a qualified 401(k) plan in the United States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment (after which they are eligible to participate in the nonqualified savings plan) and in making catch-up contributions for individuals over the age of 50.    Page 50

Nonqualified Savings Plan (“NQSP”)

   Used to provide NEOs with reasonably competitive benefits to those in the competitive market. NEOs are eligible to participate after the first year of employment.    Page 50

Career Shares

   Used selectively by the Committee as an incentive in the form of long-dated RSUs, typically with a five-year year vesting date, as needed to attract and retain executives. The Committee makes infrequent use of this compensation element and determines each year whether to make any such awards.    Page 50

Other Benefits

   The Committee confers limited additional benefits to NEOs. These include financial planning reimbursement, broad-based automobile benefits, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by market practice.    Page 51

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Target Total Compensation

Target total compensation is the value of the compensation package that is intended to be delivered based on performance against pre-established goals. The following chart illustrates for each of the NEOs the composition of his or her target total compensation for 2023.

2023 Target Compensation Components

 

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The Committee’s compensation consultant, Mercer, provides the Committee with market data that is used in setting target levels for compensation for the NEOs. Actual compensation paid out to the NEOs in a given year may vary significantly from the target levels depending on the actual performance achieved under the pre-established financial and operating goals set by the Committee.

This table outlines the values of each of the NEOs’ total target compensation values and the percentage that is variable (both short- and long-term) and performance-based (both short- and long-term).

2023 NEO Target Compensation

 

NEO

  BASE
SALARY $
    ANNUAL
INCENTIVE $
    PERFORMANCE
SHARE UNITS $
    RESTRICTED
STOCK UNITS $
    TOTAL 2023
TARGET
COMP $
    % TOTAL
2023
TARGET
COMP
VARIABLE(1)
    % TOTAL 2023
TARGET
COMP
PERFORMANCE-
BASED(2)
 

Jonas Prising

    1,300,000       2,080,000       6,240,009       4,160,006       13,780,015       90     60

John T. McGinnis

    769,153       846,068       1,800,021       1,200,014       4,615,256       83     57

Michelle S. Nettles

    600,000       450,000       749,982       499,988       2,299,970       75     53

Richard Buchband

    556,973       417,730       600,007       400,005       1,974,715       72     52

 

(1)

Includes annual incentive, PSUs and RSUs.

 

(2)

Includes annual incentive and PSUs.

The Committee also considers how much incentive compensation is short-term in nature, and how much is long-term, with the intention that a significant portion of incentive compensation be based on the long-term performance of the Company. This reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term success of the Company.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Market Positioning: 2023 Target Compensation in the Competitive Marketplace

How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group

The Committee devotes considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation. The Committee has determined that simply benchmarking against other U.S. companies in our industry would not yield a meaningful peer group. We present a different profile, being significantly larger, more complex, and more global in scope than other U.S.-listed companies in our industry:

 

 

Our two largest competitors, Adecco and Randstad, are based in Europe, and although we review available compensation data for these two companies, their pay practices are different and disclosure practices differ.

 

 

Our nearest U.S. public competitor had much smaller revenue — approximately $6 billion in 2023 compared to our revenue of nearly $19 billion — and the other U.S. public competitors are even smaller.

Mercer has confirmed to the Committee that attempting to use such competitors would not produce relevant data for benchmarking purposes.

The 2023 Peer Group

For 2023, Mercer continued to use the peer group methodology the Committee adopted in 2022 to create greater comparability to the Company’s business. The methodology includes the following factors: (i) similar size to ManpowerGroup in revenues, or market capitalization; (ii) companies in the service sector and with global footprints and comparable margin profiles; and (iii) companies where ManpowerGroup is identified as a peer company by the issuer or by proxy advisory firms. This peer group of 23 companies, which is the same as the peer group used in 2022, is designed to align with these priorities on a composite basis.

 

2023 Peer Group Companies

Aramark

   EOG Resources, Inc.    Nucor Corporation

Baker Hughes Co.

   Fluor Corporation    PACCAR Inc.

CBRE Group, Inc.

   General Mills, Inc.    Textron Inc.

CDW Corp.

   Genuine Parts Co    The Clorox Co.

CH Robinson Worldwide Inc.

   Hewlett Packard Enterprise Co.    The Gap, Inc.

Cummins Inc.

   International Paper Company    Western Digital Corporation

Dollar Tree, Inc.

   Jacobs Engineering Group Inc.    WW Grainger Inc.

DXC Technology Company

   Kohl’s Corporation     

Additional Data Sources

The Committee also uses data from U.S. compensation surveys published by Mercer and other third-party data providers that are recommended by Mercer as a means to evaluate compensation for certain NEO positions. The CEO and CFO positions were only compared to companies within the peer group for 2023. Compensation for global functional leaders was compared against compensation survey data recommended by Mercer for executives with similar roles and responsibilities. Ms. Nettles’s position was compared to a composite of U.S. compensation survey data of Chief Human Resources Officers and top functional officers within the peer group for 2023. Mr. Buchband’s position was compared with U.S. compensation survey data of legal executives.

Assessing Individual Factors

An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), the NEO’s historical compensation, and any retention concerns. The Committee uses a historical compensation report to review the compensation and benefits provided to each NEO in connection with its compensation decisions concerning that NEO.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The Committee’s Decision-Making Process

The Committee determines the CEO’s compensation levels, including base salary, establishing and determining the achievement of the financial goals and Strategic KPIs and ESG Goals for the annual cash incentives, and any equity-based compensation awards. Generally, the CEO establishes and recommends the achievement of the goals and objectives for the annual incentives for the other NEOs, with the Committee making the final determinations. Similarly, the CEO generally recommends to the Committee any salary adjustments, cash incentive awards or equity-based awards for the other NEOs, which are then evaluated and determined by the Committee. Mercer provides input to the Committee regarding the final compensation for all of the NEOs. This input reflects the Company’s performance results for 2023, external market references against the peer group, internal compensation references and the individual performance of each of the NEOs. Under the Committee’s charter, compensation for our CEO and CFO is subject to ratification by the board of directors. Accordingly, the board of directors ratified the determinations for Mr. Prising and Mr. McGinnis.

Components of the 2023 Executive Compensation Program — Base Salary

Base salaries for NEOs are set based on base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier.

Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive is awarded as a percentage of base salary. A higher base salary will result in a higher annual incentive, assuming the same level of achievement against goals. The level of severance benefits each NEO may receive is also increased if his or her salary is increased. The value of long-term incentive awards is not determined as a multiple of base salary. All of the NEOs received an increase between 3% and 6% in base salary in 2023 to better align with the competitive market for their roles.

Components of the 2023 Executive Compensation Program — Annual Cash Incentives

The Incentive Plan provides for the payment of annual cash rewards to a participant based on the Company’s attainment of one or more financial goals and Strategic KPIs and ESG Goals established for that participant for the relevant year. Incentive amounts are based on achievement of pre-established goals using these metrics. The financial goals include EPS, ROIC and Revenue. The Strategic KPIs and ESG Goals are tied to broad strategic or operational initiatives.

How EPS, ROIC and Revenue are Calculated

The annual cash incentives for NEOs for 2023 are based on three objective factors — EPS, ROIC, Revenue — and individual Strategic KPIs and ESG Goals. When setting the 2023 targets, which occurred in mid-February 2023, the Committee determined that certain items should be excluded from our performance metrics as described in the calculations below:

 

   

EPS — net earnings per share — diluted, including net earnings from continuing and discontinued operations, but excluding the impact of currency, any changes in accounting principles during the performance period, restructuring charges net of related savings, extraordinary items, goodwill impairment or the benefit of current year share repurchases in excess of dilution. Earnings per share are further adjusted for the following items: tax or regulatory law changes, accounting adjustments related to acquisitions or dispositions where the Company previously held ownership interest, non-operational, non-cash charges related to pension settlements and non-recurring adjustments exceeding $10 million pertaining to prior periods.

 

   

ROIC — consolidated net operating profit after taxes divided by average capital. Net operating profit equals earnings before income taxes plus net interest expense and goodwill impairment (including the results of continuing and discontinued operations) minus income taxes, excluding the impact of currency and restructuring charges net of related saving. ROIC is further adjusted for the following items: changes in accounting principles during the performance period, extraordinary items, restructuring charges net of related savings, tax or regulatory law changes, adjustments related to acquisitions or dispositions where the Company previously held an ownership interest, non-operational, non-cash charges related to pension settlements and non-recurring adjustments exceeding $10 million pertaining to prior periods. Average capital is the average monthly ending balance of capital employed plus or minus certain adjustments.

 

   

Revenue — Revenue during the period, including continued and discontinued operations. Revenue is adjusted to exclude the impact of currency, changes in client contracts that result in a change from gross to net accounting and the same adjustments as made to EPS, as applicable.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

See page 35 for a discussion of the specific items excluded from EPS, ROIC and Revenue for 2023.

The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year. From that target, the Committee then sets levels for threshold and outstanding performance. The threshold EPS growth rate reflects a level of performance that is below target but still appropriate for a partial award to be earned. Conversely, the outstanding EPS growth rate reflects a level of performance appropriate for the maximum incentive to be earned. So the comparisons are valid between the two years, the growth rates are based on growth over results of the previous year excluding non-recurring items.

The ROIC target is determined based on the earnings growth reflected by the EPS target as well as consideration by the Committee of factors relating to the Company’s level of capital. The Revenue target is generally based on the Company’s targeted long-term growth rate for Revenue. Similar to EPS, it may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year.

This methodology is not the same as the Company’s financial budgeting or business outlook for the year. As a result, target performance for purposes of achieving an incentive award will not be the same as performance as the budgeted financial plan, which may be higher or lower than target performance depending on economic conditions and trends at the time.

Why the Company uses EPS, ROIC and Revenue

The Committee believes using EPS as a performance goal keeps the NEOs focused on producing financial results that align with shareholder interests. In that regard, ManpowerGroup is in a cyclical business, which is influenced by economic and labor market cycles that are outside of ManpowerGroup’s control, and it is important that the senior executives manage short-term results closely to be able to adjust strategy and execution in quick response to external cycle changes. The Company uses ROIC as a performance goal for the NEOs because it measures how effectively our senior management is converting our services into cash. Although we are a provider of services, and not a manufacturer of products, our business is still highly capital intensive. Our requirement for capital arises from the timing characteristics of our business. We typically pay our associates and consultants before we can bill and collect from our clients. Using an ROIC metric incentivizes our executives to carefully manage our accounts receivable and other capital investments in order to maximize the return on capital deployed. Our goal is to continuously improve our internal capital employed each year resulting in stable to improving ROIC. The Company uses Revenue as a performance goal in order to incentivize top-line growth, in addition to profitability. The percentage weightings of each of the metrics is as follows:

 

METRIC

     2023 WEIGHTING  

EPS Goal

       25.0

ROIC Goal

       25.0

Revenue Goal

       20.0

Strategic KPIs and ESG Goals

       30.0

Total

       100.0

The 2023 EPS, ROIC and Revenue Goals

For 2023, the Committee continued its practice of setting threshold, target and outstanding goals for EPS and ROIC that were based on its view of appropriate rates of EPS growth based on prior year achievement. Similarly, the Committee set threshold, target and outstanding goals for Revenue that were based on its view of appropriate Revenue growth. The Committee believed the threshold levels for EPS, ROIC and Revenue were the minimum levels at which it would be appropriate to earn an incentive, based on global economic conditions as they existed at the time when the goals were set in mid-February 2023. Each year the Committee sets targets based on macroeconomic factors and the Company’s business outlook for the coming year and does so independently of where the target levels have been set for the prior year. Given the cyclical nature of our business, this may result in targets being set lower than for the prior year, which was the case for 2023 where the Committee assumed continued deterioration in global economic conditions during 2023.

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The following table shows the EPS, ROIC and Revenue goals established by the Committee for 2023:

 

METRIC

   THRESHOLD     TARGET     OUTSTANDING  

PAYOUT AS A % OF TARGET

   ALL NEOs: 33% (1)     ALL NEOs: 100%     ALL NEOs: 200%  

EPS (weighted 25%)

   $ 7.01     $ 8.88     $ 10.02  

ROIC (weighted 25%)

     11.2     13.8     15.4

Revenue (in billions) (weighted 20%)

   $ 18.8     $ 20.0     $ 20.6  

 

(1)

For 2023, the Committee increased the threshold payout opportunity for the CEO and CFO to 33% from 25% to align with the other NEOs.

Annual Incentive Award Opportunities

The following table shows the total annual incentive award opportunities by NEO shown as a percentage of base salary:

 

NEO

     THRESHOLD AS
A PERCENTAGE
OF SALARY
     TARGET AS
A PERCENTAGE
OF SALARY
     OUTSTANDING AS
A PERCENTAGE
OF SALARY
 

Jonas Prising

       53.0      160.0      320.0

John T. McGinnis

       37.0      110.0      220.0

Michelle S. Nettles

       25.0      75.0      150.0

Richard Buchband

       25.0      75.0      150.0

2023 Strategic KPIs and ESG Goals and Annual Incentive Award Payouts

Jonas Prising

The Strategic KPIs and ESG Goals comprise 30% of the total annual incentive for Mr. Prising and were as follows for 2023:

 

 

Execute strategic initiatives focused on digitization and transformation of the business

 

 

Diversify the business within the Company’s various brands

 

 

Strengthen global governance model, develop a robust and diverse talent pipeline, including deepening capabilities of employees and strengthen DEIB/ESG leadership position within the industry

 

 

Advance various technology pilots and tools to drive innovation and increase productivity

The Committee determined that Mr. Prising did not earn a cash incentive award for 2023 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Mr. Prising earned an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Mr. Prising based on its determination of the level of performance towards achievement of his various Strategic KPIs and ESG Goals. Based on these results, the Committee determined the amount of the 2023 award to be paid to Mr. Prising to be $727,047. The following table illustrates Mr. Prising’s 2023 achievement of the performance targets in relation to the payment of his 2023 award:

 

       PERFORMANCE
LEVEL
       PERCENTAGE
OF 2023 SALARY
     AMOUNT
EARNED
 

EPS Goal

       Below Threshold          0.0    $ 0  

ROIC Goal

       Below Threshold          0.0    $ 0  

Revenue Goal

       Below Target          14.2    $ 184,167  

Strategic KPIs and ESG Goals

       Below Target          41.8    $ 542,880  

Total Incentive

                  56.0    $ 727,047  

See page 35 for a calculation of the 2023 financial metrics, including the impact of the certain items excluded.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

John T. McGinnis

The Strategic KPIs and ESG Goals comprise 30% of the total annual incentive for Mr. McGinnis and were as follows for 2023:

 

 

Continue to progress the technology and transformation roadmaps within global finance function

 

 

Advance the Company’s growth strategy in certain brands

 

 

Develop a robust and diverse talent pipeline within the global finance function

 

 

Deepen leadership impact to meet or exceed certain strategic and operational goals

The Committee determined that Mr. McGinnis did not earn a cash incentive award for 2023 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Mr. McGinnis earned an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Mr. McGinnis based on its determination of the level of performance towards achievement of his various Strategic KPIs and ESG Goals. Based on these results, the Committee determined the amount of the 2023 award to be paid to Mr. McGinnis to be $296,354. The following table illustrates Mr. McGinnis’s 2023 achievement of the performance targets in relation to the payment of his 2023 award:

 

       PERFORMANCE
LEVEL
       PERCENTAGE
OF 2023 SALARY
     AMOUNT
EARNED
 

EPS Goal

       Below Threshold          0.0    $ 0  

ROIC Goal

       Below Threshold          0.0    $ 0  

Revenue Goal

       Below Target          9.8    $ 75,608  

Strategic KPIs and ESG Goals

       Below Target          28.7    $ 220,746  

Total Incentive

                  38.5    $ 296,354  

Michelle S. Nettles

The Strategic KPIs and ESG Goals comprise 30% of the total annual incentive for Ms. Nettles and were as follows for 2023:

 

 

Continue to execute diversification initiatives within certain brands

 

 

Progress the Company’s talent strategy, including deepening the talent pipeline and increasing gender diversity at the leadership level

 

 

Progress change management efforts to accelerate digitization strategy

 

 

Advance organizational effectiveness

The Committee determined that Ms. Nettles did not earn a cash incentive award for 2023 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Ms. Nettles did earn an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Ms. Nettles based on its determination of the level of performance towards achievement of her various Strategic KPIs and ESG Goals. Based on these results, the Committee determined the amount of the 2023 award to be paid to Ms. Nettles to be $160,020. The following table illustrates Ms. Nettles’s 2023 achievement of the performance targets in relation to the payment of her 2023 award:

 

       PERFORMANCE
LEVEL
       PERCENTAGE
OF 2023 SALARY
     AMOUNT
EARNED
 

EPS Goal

       Below Threshold          0.0    $ 0  

ROIC Goal

       Below Threshold          0.0    $ 0  

Revenue Goal

       Below Target          6.7    $ 40,020  

Strategic KPIs and ESG Goals

       Below Target          20.0    $ 120,000  

Total Incentive

                  26.7    $ 160,020  

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Richard Buchband

The Strategic KPIs and ESG Goals comprise 30% of the total annual incentive for Mr. Buchband and were as follows for 2023:

 

 

Continue to provide strong leadership and strategic direction to global legal function worldwide

 

 

Develop a robust and diverse talent pipeline within the legal function, including deepening capabilities of employees

 

 

Serve as trusted advisor to the board of directors and executive team

 

 

Continue to refine and develop legal workstream processes to advance various strategic initiatives

The Committee determined that Mr. Buchband did not earn a cash incentive award for 2023 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Mr. Buchband earned an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Mr. Buchband based on its determination of the level of performance towards achievement of his various Strategic KPIs and ESG Goals. Based on these results, the Committee determined the amount of the 2023 award to be paid to Mr. Buchband to be $148,545. The following table illustrates Mr. Buchband’s 2023 achievement of the performance targets in relation to the payment of his 2023 award:

 

       PERFORMANCE
LEVEL
       PERCENTAGE
OF 2023 SALARY
     AMOUNT
EARNED
 

EPS Goal

       Below Threshold          0.0    $ 0  

ROIC Goal

       Below Threshold          0.0    $ 0  

Revenue Goal

       Below Target          6.7    $ 37,150  

Strategic KPIs and ESG Goals

       Below Target          20.0    $ 111,395  

Total Incentive